Amendment No. 2 to Loan and Security Agreement



 Exhibit 4.2 
 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT 
 AMENDMENT NO.2 TO LOAN AND SECURITY AGREEMENT, dated as of
September 27, 2006, by and among Global Crossing Advanced Card Services, Inc., Global Crossing Bandwidth, Inc., Global Crossing Telecommunications, Inc. (collectively, “Borrowers”), certain affiliates of Borrowers, as
guarantors (such affiliates, collectively, “Guarantors”), certain financial institutions, as lenders (collectively, the “Lenders”) and Bank of America, N.A., as agent for the Lenders (in such capacity,
“Agent”). 
 WHEREAS, Borrowers, Guarantors, Lenders and Agent are parties to that certain Loan and Security Agreement,
dated as of May 10, 2006 (as amended, restated, renewed, extended, supplemented, substituted or otherwise modified from time to time, the “Loan Agreement”); and 
 WHEREAS, Section 6.2 of the Loan Agreement sets forth certain conditions precedent to the obligation of the Lenders to make the initial Loans and
issue Letters of Credit under the Loan Agreement, including, without limitation, the condition precedent that the Loan Parties deliver a written opinion of special regulatory counsel to the Loan Parties, as more fully set forth in
Section 6.2(i) of the Loan Agreement (the “Regulatory Counsel Opinion”); and 
 WHEREAS, the last paragraph of
Section 6.2 further provides for the limited issuance of Letters of Credit prior to the satisfaction of the conditions precedent set forth in Section 6.2, provided that all LC Obligations arising from such Letters of Credit are Cash
Collateralized; and 
 WHEREAS, on or about the date hereof, Loan Parties are delivering a Regulatory Counsel Opinion covering each
jurisdiction, other than the State of Arizona, in which a Loan Party conducts business or maintains assets; and 
 WHEREAS, the Loan Parties
have requested that, in consideration of the delivery by the Loan Parties of the Regulatory Counsel Opinion, the Agent and the Lenders amend the last paragraph of Section 6.2 of the Loan Agreement to remove the requirement that LC Obligations
be Cash Collateralized; and 
 WHEREAS, Agent and Lenders are willing to accommodate Loan Parties’ request and to amend the Loan
Agreement, subject to the terms and conditions set forth herein. 
 NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree, notwithstanding anything in the Loan Agreement to the contrary, as follows: 
 1.
Definitions. Each initially capitalized term used herein shall, unless otherwise provided herein, have the meaning ascribed thereto in the Loan Agreement. 
 2. Amendment. Effective as of the date hereof, the final paragraph of Section 6.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 
 “Notwithstanding anything to the contrary set forth in Section 6.3, but in any event subject to all other terms, conditions and
provisions of this 







 Agreement, Agent, Issuing Bank and Lenders shall (x) in the exercise of their discretion, arrange
for the issuance of Letters of Credit, and (y) fund Loans, but solely for the purpose of and expressly limited to, the reimbursement of fees, costs and expenses chargeable by Agent or any Lender to any Loan Party hereunder or any other Loan
Document.” 
 3. Acknowledgements and Confirmations. 
 (a) Each Loan Party acknowledges, confirms and agrees that (i) Agent and Lenders have not waived the Loan Parties’ obligation to deliver a
Regulatory Counsel Opinion for the State of Arizona, in form and content satisfactory to Agent, as a condition precedent to the Lenders’ obligation to make the initial Loans; and (ii) the Initial Funding Date has not occurred. 

(b) Each Loan Party hereby acknowledges, confirms and agrees that the covenants, agreements and obligations of such Loan Party contained in or
incurred under the Loan Agreement or the Other Agreements to which such Loan Party is a party remain, after the execution and delivery by the Loan Parties hereof and after giving effect hereto, the legal, valid and binding obligations of such Loan
Party, enforceable against such Loan Party in accordance with their respective terms, and such Loan Party has no valid offset, defense or counterclaim to the enforcement of such covenants, agreements and obligations. 
 (c) Each Loan Party hereby ratifies and confirms its respective grant to the Agent, for the ratable benefit of the Lenders, of the first priority
perfected liens upon, and security interests in, its properties and assets heretofore mortgaged, pledged, granted or assigned to the Agent on behalf of the Lenders under the Loan Agreement and the Other Agreements, and acknowledges and confirms that
such first priority perfected liens and security interests, to the extent not heretofore expressly released by Agent in writing, secure and shall continue to secure the Obligations to the Agent and the Lenders under the Loan Agreement and the Other
Agreements, subject only to Permitted Encumbrances. 
 (d) Each Loan Party represents and warrants to Agent and the Lenders that no Default
or Event of Default has occurred and is continuing. 
 (e) Each Loan Party acknowledges and confirms that all representations and warranties
made in the Loan Agreement, the Other Agreements and hereunder shall, other than to the extent heretofore expressly waived by Agent in writing, survive the execution and delivery of this Amendment. 
 4. General Provisions. 
 (a) Except as
specifically set forth herein, no other changes or modifications to the Loan Agreement or the Other Agreements are intended or implied, and in all other respects the Loan Agreement and the Other Agreements remain in full force and effect in
accordance with their respective terms as of the date hereof. 
  

 2 








 (b) This Amendment shall become effective as of the date first written above upon Agent’s receipt of
an original of this Amendment duly executed by each Loan Party and each Lender. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 
 (c) This Amendment may be executed in any number of counterparts, all of which counterparts, when taken together, shall constitute one and the same
instrument. 
 (d) This Amendment and the rights and obligations hereunder of each of the parties hereto shall be governed by, and
interpreted and determined in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles that would provide for the application of the law of any other jurisdiction. 
 (e) WITHOUT LIMITING ANYTHING CONTAINED IN THE LOAN AGREEMENT, TO THE EXTENT LEGALLY PERMISSIBLE, EACH PARTY HERETO WAIVES ALL RIGHT TO TRIAL BY JURY AND
ANY LITIGATION RELATING TO TRANSACTIONS UNDER THIS AMENDMENT, THE LOAN AGREEMENT OR ANY OTHER AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. 
 (f) This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. 
 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the date first above written. 
  

					
	BANK OF AMERICA, N.A., as Agent and as a Lender
			
	By:	  	 /s/ Adam Seiden
	  	
	Title:	  	VP – SR Client Manager	  	
	
	BURDALE FINANCIAL LIMITED, as Lender
			
	By:	  	 /s/ B. Gitlin
	  	 /s/ M. Allrod

	Title:	  	Managing Director	  	Credit Manager
	
	GMAC COMMERCIAL FINANCE LLC, as Lender
			
	By:	  	 /s/ Joseph Skaferowsky
	  	
	Title:	  	Director	  	

 [SIGNATURES CONTINUED ON NEXT PAGE] 
  

 3 








 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] 
  

			
	GLOBAL CROSSING ADVANCED CARD SERVICES, INC., as a Borrower
		
	By:	 	 /s/ Roger Kuebel

	Title:	 	Treasurer
	
	GLOBAL CROSSING BANDWIDTH, INC., as a Borrower
		
	By:	 	 /s/ Roger Kuebel

	Title:	 	Treasurer
	
	GLOBAL CROSSING TELECOMMUNICATIONS, INC., as a Borrower
		
	By:	 	 /s/ Roger Kuebel

	Title:	 	Treasurer

 GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC. 
 GLOBAL CROSSING USA INC. 
 GLOBAL CROSSING HOLDINGS USA, LLC 
 GLOBAL CROSSING NORTH AMERICA, INC. 
 GLOBAL CROSSING LATIN
AMERICA & CARIBBEAN CO. 
 MAC LANDING CORP. 
 GT LANDING CORP. 
 GC PACIFIC LANDING CORP. 
 PAC LANDING CORP. 
 US CROSSING, INC. 
 GLOBAL CROSSING EMPLOYEE SERVICES INC. 
 GLOBAL CROSSING DEVELOPMENT CO. 
 GC DEV. CO., INC. 
 ALC COMMUNICATIONS CORPORATION 
 GT LANDING II CORP. 
 GLOBAL CROSSING INTERNET DIAL-UP, INC.

 GLOBAL CROSSING MANAGEMENT SERVICES, INC. 
 SUBSIDIARY TELCO, LLC 
 GLOBAL CROSSING GLOBALCENTER HOLDINGS, INC. 
 GLOBAL CROSSING TELEMANAGEMENT, INC. 
 GLOBAL CROSSING NORTH AMERICAN NETWORKS, INC. 
 [SIGNATURES CONTINUED ON NEXT PAGE] 
  

 4 








 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] 
 GLOBAL CROSSING LOCAL SERVICES, INC. 
 GLOBAL CROSSING VENTURES,
INC. 
 GLOBAL CROSSING TELEMANAGEMENT VA, LLC 
 BUDGET CALL LONG DISTANCE, INC. 
 METACLORIN INVESTCO II, INC. 
 EQUAL ACCESS NETWORKS, LLC 
 OLD INTER EXCHANGE NETWORKS, INC. 
 BUSINESS TELEMANAGEMENT, INC. 
 GLOBAL CROSSING GOVERNMENT MARKETS
USA, INC. 
 GLOBAL CROSSING BILLING, INC. 
 GLOBAL
CROSSING TELECOMMUNICATIONS-CANADA, LTD. 
 GLOBAL CROSSING CONFERENCING -CANADA, LTD. 
 GLOBAL CROSSING WORLDWIDE CUSTOMER HELP DESK CANADA, LTD., each as a guarantor 
  

			
	By:	 	 /s/ Roger Kuebel

	Title:	 	Treasurer                    of each
	
	Non-Recourse Guarantor:
	
	 GC PAN EUROPEAN CROSSING LUXEMBOURG II S.A.R.L.

		
	By:	 	 /s/ Roger Kuebel by power-of-attorney

	Title:	 	

  

 5