EXECUTION COPY














                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                                   Viatel, Inc

                           Dated as of April 12, 2000







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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1           Definitions and Interpretation...........................1

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1           Trust Indenture Act; Application.........................5
SECTION 2.2           Lists of Holders of Securities...........................5
SECTION 2.3           Reports by the Preferred Guarantee Trustee...............6
SECTION 2.4           Periodic Reports to Preferred Guarantee Trustee..........6
SECTION 2.5           Evidence of Compliance with Conditions Precedent.........6
SECTION 2.6           Events of Default; Waiver................................6
SECTION 2.7           Event of Default; Notice.................................6
SECTION 2.8           Conflicting Interests....................................7

                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1           Powers and Duties of the Preferred Guarantee Trustee.....7
SECTION 3.2           Certain Rights of Preferred Guarantee Trustee............9
SECTION 3.3           Not Responsible for Recitals or Issuance of Guarantee...11

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1           Preferred Guarantee Trustee; Eligibility................11
SECTION 4.2           Appointment, Removal and Resignation of Preferred
                      Guarantee Trustees......................................12

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1           Guarantee...............................................12
SECTION 5.2           Subordination...........................................13
SECTION 5.3           Waiver of Notice and Demand.............................13
SECTION 5.4           Obligations Not Affected................................13
SECTION 5.5           Rights of Holders.......................................14
SECTION 5.6           Guarantee of Payment....................................15
SECTION 5.7           Subrogation.............................................15


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SECTION 5.8           Independent Obligations.................................15
SECTION 5.9           Conversion..............................................15

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1           Limitation of Transactions..............................15
SECTION 6.2           Ranking.................................................16

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1           Termination.............................................17

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1           Exculpation.............................................17
SECTION 8.2           Indemnification.........................................18

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1           Successors and Assigns..................................18
SECTION 9.2           Amendments..............................................18
SECTION 9.3           Notices.................................................18
SECTION 9.4           Benefit.................................................19
SECTION 9.5           Governing Law...........................................19




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                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                  This PREFERRED  SECURITIES GUARANTEE AGREEMENT (the "Preferred
Securities Guarantee"), dated as of April 12, 2000, is executed and delivered by
Viatel,  Inc., a Delaware  corporation  (the  "Guarantor"),  and The Bank of New
York, a New York State banking corporation, as trustee (the "Preferred Guarantee
Trustee"),  for the benefit of the Holders (as defined herein) from time to time
of the Preferred  Securities (as defined herein) of Viatel  Financing Trust I, a
Delaware statutory business trust (the "Trust").

                  WHEREAS,  pursuant to an Amended and Restated  Declaration  of
Trust (the "Declaration"), dated as of April 12, 2000, among the trustees of the
Trust named  therein,  the Guarantor,  as sponsor,  and the holders from time to
time of undivided  beneficial interests in the assets of the Trust, the Trust is
issuing on the date hereof 3,000,000 preferred  securities,  having an aggregate
liquidation  amount of $150,000,000  (plus up to an additional 600,000 preferred
securities,  having an aggregate  liquidation  amount of  $30,000,000,  to cover
over-allotments),  designated the 7 3/4% Trust Convertible  Preferred Securities
(the "Preferred Securities").

                  WHEREAS,   as  incentive  for  the  Holders  to  purchase  the
Preferred  Securities,  the Guarantor desires irrevocably and unconditionally to
agree,  to the  extent  set forth in this  preferred  Securities  Guarantee,  to
guarantee  the  obligations  of the  Trust  to  the  Holders  of  the  Preferred
Securities on the terms and conditions set forth herein.

                  WHEREAS,  the  Guarantor is also  executing  and  delivering a
guarantee  agreement  (the  "Common  Securities   Guarantee")  in  substantially
identical  terms to this Preferred  Securities  Guarantee for the benefit of the
holders of the Common Securities (as defined herein), except that if an event of
default (as defined in the Indenture (as defined  herein)),  has occurred and is
continuing,  the rights of holders of the Common Securities to receive Guarantee
Payments  (as  defined  in the  Common  Securities  Guarantee)  under the Common
Securities Guarantee shall be subordinated to the rights of Holders of Preferred
Securities  to  receive  Guarantee  Payments  (as  defined  herein)  under  this
Preferred Securities Guarantee.

                  NOW THEREFORE, in consideration of the purchase by each Holder
of Preferred  Securities,  which  purchase  the  Guarantor  hereby  agrees shall
benefit the  Guarantor,  the  Guarantor  executes  and delivers  this  Preferred
Securities Guarantee for the benefit of the Holders.


                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1       Definitions and Interpretation

                  In this  Preferred  Securities  Guarantee,  unless the context
otherwise requires:


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                  (a)  Capitalized  terms  used  in  this  Preferred  Securities
         Guarantee  but not defined in the  preamble  above have the  respective
         meanings assigned to them in this Section 1.1;

                  (b) a term  defined  anywhere  in  this  Preferred  Securities
         Guarantee has the same meaning throughout;

                  (c) all references to "the Preferred Securities  Guarantee" or
         "this Preferred Securities  Guarantee" are to this Preferred Securities
         Guarantee as modified, supplemented or amended from time to time;

                  (d) all references in this Preferred  Securities  Guarantee to
         Articles and  Sections  are to Articles and Sections of this  Preferred
         Securities Guarantee, unless otherwise specified;

                  (e) a term  defined  in the Trust  Indenture  Act has the same
         meaning  when  used  in this  Preferred  Securities  Guarantee,  unless
         otherwise defined in this Preferred  Securities Guarantee or unless the
         context otherwise requires;

                  (f) a reference to the singular includes the plural and vice
         versa;

                  (g) a reference to any Person shall include its successors and
         assigns;

                  (h) a reference to any agreement or instrument shall mean such
         agreement or instrument, as supplemented, modified, amended, or amended
         and restated, and in effect from time to time; and

                  (i) a reference to any statute, law, rule or regulation, shall
         include any amendments  thereto  applicable to the relevant Person, and
         any successor statute, law, rule or regulation.

                  "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

                  "Business Day" means any day other than a day on which banking
institutions in New York, New York or in Wilmington,  Delaware are authorized or
required by any applicable law or executive order to close.

                  "Common  Securities" means the securities  representing common
undivided beneficial interests in the assets of the Trust.

                  "Corporate  Trust  Office"  means the office of the  Preferred
Guarantee  Trustee  at which  the  corporate  trust  business  of the  Preferred
Guarantee Trustee shall, at any particular

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time, be principally administered, which office at the date of execution of this
Agreement is located at 101 Barclay  Street,  Floor 21 West,  New York, New York
10286, Attention: Corporate Trust Administration.

                  "Covered  Person"  means  any  Holder or  beneficial  owner of
Preferred Securities.

                  "Debentures" means the 7 3/4% Convertible Junior  Subordinated
Debentures due April 15, 2015 of the Guarantor held by the Institutional Trustee
(as defined in the Declaration).

                  "Event of Default"  means a default by the Guarantor on any of
its payment or other  obligations under this Preferred  Securities  Guarantee or
the failure of the Guarantor to convert the Preferred  Securities into shares of
common stock of the Guarantor pursuant to the terms of the Declaration.

                  "Guarantee   Payments"   means  the   following   payments  or
distributions, without duplication, with respect to the Preferred Securities, to
the  extent  not  paid  or  made  by the  Trust:  (i)  any  accrued  and  unpaid
Distributions  (as defined in the  Declaration)  that are required to be paid on
such  Preferred  Securities  to the extent the Trust shall have funds  available
therefor,   (ii)  the  redemption  price,   including  all  accrued  and  unpaid
Distributions to the date of redemption (the "Redemption  Price"),  with respect
to any Preferred Securities called for redemption by the Trust to the extent the
Trust has funds  available  therefor,  and (iii) upon a voluntary or involuntary
dissolution,  winding-up or  termination  of the Trust (other than in connection
with a  distribution  of the Debentures to the Holders in exchange for Preferred
Securities or the  redemption of all of the Preferred  Securities as provided in
the Declaration),  the lesser of (a) the aggregate of the liquidation amount and
all accrued and unpaid  Distributions on the Preferred Securities to the date of
payment,  to the extent the Trust shall have funds available  therefor,  and (b)
the  amount of  assets of the Trust  remaining  available  for  distribution  to
Holders  upon  liquidation  of the  Trust  (in  either  case,  the  "Liquidation
Distribution").

                  "Holder" shall mean any holder, as registered on the books and
records of the Trust of any Preferred  Securities;  provided,  however,  that in
determining  whether  the  holders  of the  requisite  percentage  of  Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

                  "Indemnified  Person" means the Preferred  Guarantee  Trustee,
any Affiliate of the Preferred  Guarantee Trustee,  or any officers,  directors,
shareholders,   members,   partners,   employees,   representatives,   nominees,
custodians or agents of the Preferred Guarantee Trustee.

                  "Indenture"  means the  Indenture  dated as of April 12, 2000,
among the Guarantor  (the  "Convertible  Debenture  Issuer") and The Bank of New
York,  as  trustee,  pursuant  to which the  Debentures  are to be issued to the
Property Trustee of the Trust.


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                  "Indenture  Trustee"  means the Person acting as trustee under
the Indenture, initially The Bank of New York.

                  "Majority in liquidation  amount of the Preferred  Securities"
means,  except as provided by the Trust  Indenture  Act, a vote by  Holder(s) of
Preferred  Securities,  voting  separately  as a class,  of more than 50% of the
liquidation   amount  (including  the  stated  amount  that  would  be  paid  on
redemption,  liquidation or otherwise,  plus accrued and unpaid Distributions to
the date upon which the voting  percentages  are  determined)  of all  Preferred
Securities.

                  "Officers'  Certificate"  means, with respect to any Person, a
certificate  signed by two  Authorized  Officers of such Person.  Any  Officers'
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Preferred Securities Guarantee shall include:

                  (a) a  statement  that  each  officer  signing  the  Officers'
         Certificate  has read the  covenant  or  condition  and the  definition
         relating thereto;

                  (b)  a  brief  statement  of  the  nature  and  scope  of  the
         examination  or  investigation  undertaken by each officer in rendering
         the Officers' Certificate;

                  (c)  a  statement   that  each  such  officer  has  made  such
         examination  or  investigation  as,  in  such  officer's  opinion,   is
         necessary to enable such  officer to express an informed  opinion as to
         whether or not such covenant or condition has been complied with; and

                  (d) a  statement  as to  whether,  in the opinion of each such
         officer, such condition or covenant has been complied with.

                  "Person"  means  a legal  person,  including  any  individual,
corporation,  estate,  partnership,  joint  venture,  association,  joint  stock
company,  limited  liability  company,  trust,  unincorporated  association,  or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

                  "Preferred Guarantee Trustee" mean The Bank of New York, until
a Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment  pursuant to the terms of this  Preferred  Securities  Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.

                  "Responsible  Officer"  means,  with respect to the  Preferred
Guarantee  Trustee,  any  officer  within  the  Corporate  Trust  Office  of the
Preferred  Guarantee Trustee,  including any vice president,  any assistant vice
president,  the  treasurer,  any  assistant  treasurer  or other  officer of the
Corporate Trust Office of the Preferred Guarantee Trustee customarily performing
functions

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similar  to those  performed  by any of the above  designated  offices  and also
means, with respect to a particular corporate trust matter, any other officer to
whom  such  matter  is  referred  because  of that  officer's  knowledge  of and
familiarity with the particular  subject and who has direct  responsibility  for
the administration of this Preferred Securities Guarantee.

                  "Successor  Preferred  Guarantee  Trustee"  means a  successor
Preferred  Guarantee Trustee  possessing the  qualifications to act as Preferred
Guarantee Trustee under Section 4.1.

                  "Trust  Indenture Act" means the Trust  Indenture Act of 1939,
as amended.


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act; Application

                  (a) This  Preferred  Securities  Guarantee  is  subject to the
provisions  of the  Trust  Indenture  Act that are  required  to be part of this
Preferred Securities Guarantee and shall, to the extent applicable,  be governed
by such provisions; and

                  (b) if and to the extent that any provision of this  Preferred
Securities  Guarantee limits,  qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive,  of the Trust Indenture Act, such imposed duties
shall control.

SECTION 2.2       Lists of Holders of Securities

                  (a)  The  Guarantor  shall  provide  the  Preferred  Guarantee
Trustee  with a  list,  in such  form as the  Preferred  Guarantee  Trustee  may
reasonably  require,  of the names and addresses of the Holders of the Preferred
Securities  ("List of  Holders")  as of such date,  (i) within one  Business Day
after  January 1 and June 30 of each year,  and (ii) at any other time within 30
days of receipt by the  Guarantor of a written  request for a List of Holders as
of a date no more  that 14 days  before  such  List of  Holders  is given to the
Preferred Guarantee Trustee,  PROVIDED that the Guarantor shall not be obligated
to provide  such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Preferred Guarantee Trustee by
the Guarantor or the Preferred  Securities are represented by one or more Global
Securities (as defined it the Indenture).  The Preferred  Guarantee  Trustee may
destroy any List of Holders  previously  given to it on receipt of a new List of
Holders.

                  (b) The  Preferred  Guarantee  Trustee  shall  comply with its
obligations  under  Section  311(a),  311(b)  and  Section  312(b)  of the Trust
Indenture Act.


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SECTION 2.3       Reports by the Preferred Guarantee Trustee

                  Within  60 days  after  May 15 of  each  year,  the  Preferred
Guarantee Trustee shall provide to the Holders of the Preferred  Securities such
reports as are  required by Section 313 of the Trust  Indenture  Act, if any, in
the form and in the manner  provided by Section 313 of the Trust  Indenture Act.
The  Preferred  Guarantee  Trustee  shall also comply with the  requirements  of
Section 313(d) of the Trust Indenture Act.

SECTION 2.4       Periodic Reports to Preferred Guarantee Trustee

                  The Guarantor shall provide to the Preferred Guarantee Trustee
such documents,  reports and information as required by Section 314 (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form,  in the manner and at the times  required  by Section 314 of the Trust
Indenture Act.

SECTION 2.5       Evidence of Compliance with Conditions Precedent

                  The Guarantor shall provide to the Preferred Guarantee Trustee
such evidence of compliance with any conditions precedent,  if any, provided for
in this  Preferred  Securities  Guarantee  that relate to any of the matters set
forth in Section 314(c) of the Trust  Indenture Act. Any  certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

SECTION 2.6       Events of Default; Waiver

                  The Holders of a Majority in  liquidation  amount of Preferred
Securities  may,  by vote,  on behalf  of the  Holders  of all of the  Preferred
Securities,  waive any past Event of  Default  and its  consequences.  Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising  therefrom shall be deemed to have been cured, for every purpose of this
Preferred  Securities  Guarantee,  but  no  such  waiver  shall  extend  to  any
subsequent or other  default or Event of Default or impair any right  consequent
thereon.

SECTION 2.7       Event of Default; Notice

                  (a) The  Preferred  Guarantee  Trustee  shall,  within 90 days
after the  occurrence  of an Event of  Default,  transmit  by mail,  first class
postage  prepaid,  to the Holders of the  Preferred  Securities,  notices of all
Events of Default  actually  known to a  Responsible  Officer  of the  Preferred
Guarantee  Trustee,  unless such  defaults  have been cured before the giving of
such notice; PROVIDED that the Preferred Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Preferred
Guarantee  Trustee in good faith  determines that the withholding of such notice
is in the interests of the Holders of the Preferred Securities.


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                  (b) The  Preferred  Guarantee  Trustee  shall not be deemed to
have  knowledge of any Event of Default unless the Preferred  Guarantee  Trustee
shall have received  written  notice,  or of which a Responsible  Officer of the
Preferred  Guarantee Trustee charged with the  administration of the Declaration
shall have obtained actual knowledge.

SECTION 2.8       Conflicting Interests

                  The Declaration  shall be deemed to be specifically  described
in this  preferred  Securities  Guarantee  for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.


                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1       Powers and Duties of the Preferred Guarantee Trustee

                  (a) This Preferred  Securities  Guarantee shall be held by the
Preferred  Guarantee  Trustee for the  benefit of the  Holders of the  Preferred
Securities,  and  the  Preferred  Guarantee  Trustee  shall  not  transfer  this
Preferred  Securities  Guarantee  to any  Person  except a Holder  of  Preferred
Securities  exercising  his or her rights  pursuant  to  Section  5.5(b) or to a
Successor  Preferred Guarantee Trustee on acceptance by such Successor Preferred
Guarantee  Trustee of its  appointment to act as Successor  Preferred  Guarantee
Trustee.  The right, title and interest of the Preferred Guarantee Trustee shall
automatically  vest in any  Successor  Preferred  Guarantee  Trustee,  and  such
vesting and  cessation of title shall be effective  whether or not  conveyancing
documents have been executed and delivered  pursuant to the  appointment of such
Successor Preferred Guarantee Trustee.

                  (b) If an Event of  Default  actually  known to a  Responsible
Officer of the Preferred  Guarantee Trustee has occurred and is continuing,  the
Preferred  Guarantee Trustee shall enforce this Preferred  Securities  Guarantee
for the benefit of the Holders of the Preferred Securities.

                  (c) The Preferred Guarantee Trustee,  before the occurrence of
any Event of Default and after the curing of all Events of Default that may have
occurred,  shall undertake to perform only such duties as are  specifically  set
forth in this Preferred Securities Guarantee,  and no implied covenants shall be
read into this Preferred  Securities  Guarantee against the Preferred  Guarantee
Trustee.  In case an Event of Default has  occurred  (that has not been cured or
waived  pursuant to Section 2.6) and is actually known to a Responsible  Officer
of the  Preferred  Guarantee  Trustee,  the  Preferred  Guarantee  Trustee shall
exercise such of the rights and powers vested in it by this Preferred Securities
Guarantee, and use the same degree of care and skill in its exercise thereof, as
a prudent man would  exercise or use under the  circumstances  in the conduct of
his own affairs.

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                  (d) No provision of this Preferred  Securities Guarantee shall
be construed to relieve the Preferred  Guarantee  Trustee from liability for its
own  negligent  action,  its own  negligent  failure to act,  or its own willful
misconduct, except that:

                  (i) prior to the  occurrence of any Event of Default and after
         the  curing or  waiving  of all such  Events of  Default  that may have
         occurred:

                           (A)  the  duties  and  obligations  of the  Preferred
                  Guarantee  Trustee shall be  determined  solely by the express
                  provisions of this  Preferred  Securities  Guarantee,  and the
                  Preferred Guarantee Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set  forth  in this  Preferred  Securities  Guarantee,  and no
                  implied  covenants  or  obligations  shall be read  into  this
                  Preferred Securities Guarantee against the Preferred Guarantee
                  Trustee; and

                           (B) in the  absence  of bad  faith on the part of the
                  Preferred  Guarantee Trustee,  the Preferred Guarantee Trustee
                  may  conclusively  rely, as to the truth of the statements and
                  the correctness of the opinions  expressed  therein,  upon any
                  certificates or opinions furnished to the Preferred  Guarantee
                  Trustee and conforming to the  requirements  of this Preferred
                  Securities Guarantee; but in the case of any such certificates
                  or  opinions  that by any  provision  hereof are  specifically
                  required to be furnished to the Preferred  Guarantee  Trustee,
                  the  Preferred  Guarantee  Trustee  shall  be  under a duty to
                  examine the same to  determine  whether or not they conform to
                  the requirements of this Preferred Securities Guarantee;

                  (ii) the Preferred  Guarantee  Trustee shall not be liable for
         any error of judgment  made in good faith by a  Responsible  Officer of
         the  Preferred  Guarantee  Trustee,  unless it shall be proved that the
         Preferred Guarantee Trustee was negligent in ascertaining the pertinent
         facts upon which such judgment was made;

                  (iii) the Preferred Guarantee Trustee shall not be liable with
         respect to any action  taken or omitted to be taken by it in good faith
         in  accordance  with the  direction  of the  Holders of not less than a
         Majority in liquidation amount of the Preferred  Securities relating to
         the time,  method and place of conducting any proceeding for any remedy
         available to the Preferred  Guarantee Trustee,  or exercising any trust
         or power  conferred  upon the  Preferred  Guarantee  Trustee under this
         Preferred Securities Guarantee; and

                  (iv) no provision of this Preferred Securities Guarantee shall
         require the Preferred Guarantee Trustee to expend or risk its own funds
         or otherwise incur personal  financial  liability it the performance of
         any of its duties or in the exercise of any of its rights or powers, if
         the  Preferred  Guarantee  Trustee  shall have  reasonable  grounds for
         believing  that  the  repayment  of  such  funds  or  liability  is not
         reasonably assured to it under

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         the  terms  of  this  Preferred   Securities  Guarantee  or  indemnity,
         reasonably  satisfactory to the Preferred  Guarantee  Trustee,  against
         such risk or liability is not reasonably assured to it.

SECTION 3.2       Certain Rights of Preferred Guarantee Trustee

                  (a)      Subject to the provisions of Section 3.1:

                  (i) The Preferred Guarantee Trustee may conclusively rely, and
         shall be fully  protected in acting or refraining from acting upon, any
         resolution,   certificate,   statement,  instrument,  opinion,  report,
         notice,  request,  direction,  consent,  order, bond, debenture,  note,
         other evidence of indebtedness  or other paper or document  believed by
         it to be genuine  and to have been  signed,  sent or  presented  by the
         proper party or parties.

                  (ii) Any  direction or act of the  Guarantor  contemplated  by
         this Preferred Securities Guarantee shall be sufficiently  evidenced by
         an Officers' Certificate.

                  (iii)  Whenever,  in  the  administration  of  this  Preferred
         Securities  Guarantee,  the Preferred  Guarantee  Trustee shall deem it
         desirable  that a  matter  be  proved  or  established  before  taking,
         suffering or omitting any action  hereunder,  the  Preferred  Guarantee
         Trustee (unless other evidence is herein specifically  prescribed) may,
         in the absence of bad faith on its part,  request and conclusively rely
         upon an Officers'  Certificate  which,  upon  receipt of such  request,
         shall be promptly delivered by the Guarantor.

                  (iv) The Preferred Guarantee Trustee shall have no duty to see
         to any  recording,  filing or  registration  of any  instrument (or any
         rerecording, refiling or registration thereof).

                  (v) The Preferred  Guarantee  Trustee may consult with counsel
         of its  selection,  and the written  advice or opinion of such  counsel
         with respect to legal matters shall be full and complete  authorization
         and  protection in respect of any action taken,  suffered or omitted by
         it  hereunder  in good  faith and in  accordance  with  such  advise or
         opinion.  Such  counsel may be counsel to the  Guarantor  or any of its
         Affiliates  and  may  include  any  of  its  employees.  The  Preferred
         Guarantee Trustee shall have the right at any time to seek instructions
         concerning the  administration of this Preferred  Securities  Guarantee
         from any court of competent jurisdiction.

                  (vi)  The  Preferred  Guarantee  Trustee  shall  be  under  no
         obligation to exercise any of the rights or powers vested in it by this
         Preferred  Securities  Guarantee  at the  request or  direction  of any
         Holder,  unless  such  Holder  shall  have  provided  to the  Preferred
         Guarantee Trustee such security and indemnity,  reasonably satisfactory
         to  the  Preferred  Guarantee  Trustee,  against  the  costs,  expenses
         (including  attorneys' fees and expenses) and liabilities that might be
         incurred by it in complying with such request or

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         direction,  including such  reasonable  advances as may be requested by
         the Preferred  Guarantee  Trustee;  PROVIDED that nothing  contained in
         this  Section  3.2(a)(vi)  shall  be  taken to  relieve  the  Preferred
         Guarantee Trustee,  upon the occurrence of an Event of Default,  of its
         obligation  to  exercise  the rights  and  powers  vested in it by this
         Preferred Securities Guarantee.

                  (vii) The  Preferred  Guarantee  Trustee shall not be bound to
         make  any  investigation  into  the  facts  or  matters  stated  in any
         resolution,   certificate,   statement,  instrument,  opinion,  report,
         notice,  request,  direction,  consent,  order, bond, debenture,  note,
         other  evidence of  indebtedness  or other paper or  document,  but the
         Preferred Guarantee Trustee,  in its discretion,  may make such further
         inquiry or investigation into such facts or matters as it may see fit.

                  (viii) The Preferred  Guarantee Trustee may execute any of the
         trusts or powers  hereunder  or  perform  any duties  hereunder  either
         directly or by or through  agents,  nominees,  custodians or attorneys,
         and the Preferred  Guarantee  Trustee shall not be responsible  for any
         misconduct or negligence on the part of any agent or attorney appointed
         with due care by it hereunder.

                  (ix) Any action taken by the  Preferred  Guarantee  Trustee or
         its  agents   hereunder   shall  bind  the  Holders  of  the  Preferred
         Securities, and the signature of the Preferred Guarantee Trustee or its
         agents  alone shall be  sufficient  and  effective  to perform any such
         action. No third party shall be required to inquire as to the authority
         of the Preferred  Guarantee  Trustee to so act or as to its  compliance
         with any of the  terms  and  provisions  of this  Preferred  Securities
         Guarantee,  both  of  which  shall  be  conclusively  evidenced  by the
         Preferred Guarantee Trustee's or its agent's taking such action.

                  (x)  Whenever  in  the   administration   of  this   Preferred
         Securities  Guarantee  the  Preferred  Guarantee  Trustee shall deem it
         desirable to receive  instructions with respect to enforcing any remedy
         or right or taking any other action hereunder,  the Preferred Guarantee
         Trustee (i) may request  instructions from the Holders of a Majority in
         liquidation amount of the Preferred  Securities,  (ii) may refrain from
         enforcing  such remedy or right or taking such other  action until such
         instructions are received, and (iii) shall be protected in conclusively
         relying on or acting in accordance with such instructions.

                  (xi) The Preferred  Guarantee  Trustee shall not be liable for
         any action taken,  suffered, or omitted to be taken by it in good faith
         and reasonably believed by it to be authorized or within the discretion
         or rights  or powers  conferred  upon it by this  Preferred  Securities
         Guarantee.

                  (b) No provision of this Preferred  Securities Guarantee shall
be deemed to impose any duty or obligation on the Preferred Guarantee Trustee to
perform any act or acts or

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<PAGE>



exercise any right, power, duty or obligation  conferred or imposed on it in any
jurisdiction in which it shall be illegal,  or in which the Preferred  Guarantee
Trustee shall be unqualified or incompetent in accordance  with  applicable law,
to perform any such act or acts or to exercise  any such right,  power,  duty or
obligation.  No  permissive  power  or  authority  available  to  the  Preferred
Guarantee Trustee shall be construed to be a duty.

SECTION 3.3       Not Responsible for Recitals or Issuance of Guarantee

                  The recitals contained in this Preferred  Securities Guarantee
shall be taken as the statements of the Guarantor,  and the Preferred  Guarantee
Trustee does not assume any responsibility for their correctness.  The Preferred
Guarantee  Trustee makes no  representation as to the validity or sufficiency of
this Preferred Securities Guarantee.


                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1       Preferred Guarantee Trustee; Eligibility

                  (a) There shall at all times be a Preferred  Guarantee Trustee
which shall:

                  (i)      not be an Affiliate of the Guarantor; and

                  (ii) be a corporation  organized and doing  business under the
         laws of the United States of America or any State or Territory  thereof
         or of the District of Columbia, or a corporation or Person permitted by
         Securities and Exchange  commission to act as an institutional  trustee
         under the Trust Indenture Act,  authorized  under such laws to exercise
         corporate  trust  powers,  having a combined  capital and surplus of at
         least 50 million U.S. dollars ($50,000,000), and subject to supervision
         or examination by Federal,  State,  Territorial or District of Columbia
         authority.  If such corporation publishes reports of condition at least
         annually,  pursuant to law or to the requirements of the supervising or
         examining  authority  referred to above, then, for the purposes of this
         Section   4.1(a)(ii),   the  combined   capital  and  surplus  of  such
         corporation  shall be deemed to be its combined  capital and surplus as
         set forth in its most recent report of condition so published.

                  (b) If at any time the Preferred Guarantee Trustee shall cease
to be eligible to so act under Section 4.1(a),  the Preferred  Guarantee Trustee
shall  immediately  resign in the  manner and with the effect set out in Section
4.2(c).

                  (c) If the  Preferred  Guarantee  Trustee has or shall acquire
any  "conflicting  interest"  within the meaning of Section  310(b) of the Trust
Indenture  Act,  the  Preferred  Guarantee  Trustee and  Guarantor  shall in all
respects  comply with the  provisions of Section  310(b) of the Trust  Indenture
Act.

                                       11

<PAGE>



SECTION 4.2       Appointment, Removal and Resignation of Preferred Guarantee
                  Trustees

                  (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee
may be appointed or removed without cause at any time by the Guarantor.

                  (b) The  Preferred  Guarantee  Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment by written instrument  executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

                  (c) The Preferred  Guarantee Trustee appointed to office shall
hold  office  until a  Successor  Preferred  Guarantee  Trustee  shall have been
appointed or until its removal or resignation.  The Preferred  Guarantee Trustee
may resign from office  (without need for prior or subsequent  accounting) by an
instrument in writing executed by the Preferred  Guarantee Trustee and delivered
to the  Guarantor,  which  resignation  shall not take effect  until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such appointment
by instrument in writing executed by such Successor  Preferred Guarantee Trustee
and delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

                  (d) If no Successor  Preferred  Guarantee  Trustee  shall have
been  appointed and accepted  appointment as provided in this Section 4.2 within
60  days  after  delivery  to the  Guarantor  of an  instrument  of  removal  or
resignation,  the resigning or removed Preferred  Guarantee Trustee may petition
any court of competent  jurisdiction  for  appointment of a Successor  Preferred
Guarantee Trustee.  Such court may thereupon,  after prescribing such notice, if
any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

                  (e) No  Preferred  Guarantee  Trustee  shall be liable for the
acts or omissions to act of any Successor Preferred Guarantee Trustee.

                  (f) Upon termination of this Preferred Securities Guarantee or
removal or  resignation  of the  Preferred  Guarantee  Trustee  pursuant to this
Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all fees
accrued to the date of such termination, removal or resignation.


                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1       Guarantee

                  The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders  the  Guarantee  Payments  (without  duplication  of amounts
theretofore  paid by the Trust),  as and when due,  regardless  of any  defense,
right of set-off or counterclaim that the Trust may have or

                                       12

<PAGE>



assert. The Guarantor's  obligation to make a Guarantee Payment may be satisfied
by direct payment of the required  amounts by the Guarantor to the Holders or by
causing the Trust to pay such amounts to the Holders.

SECTION 5.2       Subordination

                  If an Event of  Default  (as  defined in the  Indenture),  has
occurred  and is  continuing,  the  rights of Holders  of Common  Securities  to
receive Guarantee Payments under the Common Securities Guarantee are subordinate
to the rights of Preferred  Securities to receive Guarantee  Payments under this
Preferred Securities Guarantee.

SECTION 5.3       Waiver of Notice and Demand

                  The  Guarantor  hereby  waives  notice of  acceptance  of this
Preferred  Securities  Guarantee and of any liability to which it applies or may
apply, presentment,  demand for payment, any right to require a proceeding first
against the Trust or any other Person before  proceeding  against the Guarantor,
protest, notice of nonpayment,  notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.4       Obligations Not Affected

                  The  obligations,  covenants,  agreements  and  duties  of the
Guarantor under this Preferred  Securities Guarantee shall in no way be affected
or  impaired  by  reason  of the  happening  from  time  to  time  of any of the
following:

                  (a) the release or waiver,  by operation of law or  otherwise,
         of the performance or observance by the Trust of any express or implied
         agreement,  covenant,  term  or  condition  relating  to the  Preferred
         Securities to be performed or observed by the Trust;

                  (b) the  extension of time for the payment by the Trust of all
         or any  portion of the  Distributions,  Redemption  Price,  Liquidation
         Distribution or any other sums payable under the terms of the Preferred
         Securities  or the extension of time for the  performance  of any other
         obligation under,  arising out of, or in connection with, the Preferred
         Securities   (other   than  an   extension   of  time  for  payment  of
         Distributions,  Redemption Price, Liquidation Distribution or other sum
         payable that results from the extension of any interest  payment period
         on  the  Debentures  or  any  extension  of the  maturity  date  of the
         Debentures permitted by the Indenture);

                  (c) any failure,  omission,  delay or lack of diligence on the
         part  of  the  Holders  to  enforce,  assert  or  exercise  any  right,
         privilege,  power or remedy  conferred  on the Holders  pursuant to the
         terms of the  Preferred  Securities,  or any  action on the part of the
         Trust granting indulgence or extension of any kind;


                                       13

<PAGE>



                  (d) the  voluntary or  involuntary  liquidation,  dissolution,
         sale  of  any   collateral,   receivership,   insolvency,   bankruptcy,
         assignment for the benefit of creditors,  reorganization,  arrangement,
         composition or  readjustment  of debt of, or other similar  proceedings
         affecting, the Trust or any of the assets of the Trust;

                  (e) any  invalidity of, or defect or deficiency in, the
         Preferred Securities;

                  (f) the settlement or compromise of any obligation guaranteed
         hereby or hereby incurred; or

                  (g) any other  circumstance  whatsoever  that might  otherwise
         constitute a legal or equitable discharge or defense of a guarantor, it
         being  the  intent  of this  Section  5.4 that the  obligations  of the
         Guarantor  hereunder shall be absolute and unconditional  under any and
         all circumstances.

                  There shall be no obligation of the Holders to give notice to,
or obtain  consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.5       Rights of Holders

                  (a) The  Holders of a Majority  in  liquidation  amount of the
Preferred  Securities  have the right to direct  the time,  method  and place of
conducting of any proceeding for any remedy available to the Preferred Guarantee
Trustee in respect of this  Preferred  Securities  Guarantee or  exercising  any
trust or power  conferred  upon  the  Preferred  Guarantee  Trustee  under  this
Preferred Securities Guarantee.

                  (b) Any Holder of Preferred  Securities may directly institute
a legal  proceeding  against the  Guarantor  to enforce the  obligations  of the
Guarantor under this Preferred  Securities Guarantee without first instituting a
legal proceeding against the Trust, the Preferred Guarantee Trustee or any other
Person to the fullest extent permitted by law.

                  (c) If an Event of Default with respect to the  Debentures (an
"Indenture  Event of  Default"),  constituting  the  failure to pay  interest or
principal on the  Debentures on the date such interest or principal is otherwise
payable has occurred and is  continuing,  then a Holder of Preferred  Securities
may directly,  at any time, institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate  liquidation amount of the Preferred Securities of
such Holder on or after the respective due date specified in the Debentures. The
Holders of Preferred  Securities will not be able to exercise directly any other
remedy  available  to the  holders of the  Debentures  unless the  Institutional
Trustee (as defined in the Indenture) fails to do so.


                                       14

<PAGE>



SECTION 5.6       Guarantee of Payment

                  This  Preferred  Securities  Guarantee  creates a guarantee of
payment and not of collection.

SECTION 5.7       Subrogation

         The Guarantor shall be subrogated to all (if any) rights of the Holders
of Preferred Securities against the Trust in respect of any amounts paid to such
Holders by the Guarantor under this Preferred  Securities  Guarantee;  PROVIDED,
HOWEVER,  that the  Guarantor  shall  not  (except  to the  extent  required  by
mandatory  provisions  of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any  indemnity,  reimbursement  or other
agreement,  in all cases as a result of payment under this Preferred  Securities
Guarantee,  if, at the time of any such payment,  any amounts are due and unpaid
under this Preferred  Securities  Guarantee.  If any amount shall be paid to the
Guarantor in violation of the preceding  sentence,  the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.8       Independent Obligations

                  The Guarantor  acknowledges that its obligations hereunder are
independent  of the  obligations  of the Trust  with  respect  to the  Preferred
Securities,  and that the  Guarantor  shall be liable as principal and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Preferred
Securities Guarantee  notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.4 hereof.

SECTION 5.9       Conversion

                  The Guarantor acknowledges its obligation to issue and deliver
common stock of the Guarantor upon the conversion of the Preferred Securities.


                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1       Limitation of Transactions

                  So long as any Preferred Securities remain outstanding, if (i)
the  Guarantor  has  exercised  its  option to defer  interest  payments  on the
Debentures by extending the interest payment period and such period or extension
thereof,  shall be  continuing,  (ii)  there  shall have  occurred  any Event of
Default or (iii) there shall have  occurred  and be  continuing  any event that,
with the  giving of notice or the  lapse of time or both,  would  constitute  an
event of default under the Declaration, then the Guarantor (a) shall not declare
or pay dividends on, make distributions

                                       15

<PAGE>



with respect to, or redeem,  purchase or acquire,  or make a liquidation payment
with  respect  to, any of its capital  stock,  (b) shall not make any payment of
interest,  principal or premium,  if any, on or repay,  repurchase or redeem any
debt securities of the Guarantor that rank PARI PASSU with or junior in interest
to the Debentures and (c) shall not make any guarantee  payments with respect to
any guarantee by the Guarantor of the debt  securities of any  subsidiary of the
Guarantor if such  guarantee  ranks PARI PASSU with or junior in interest to the
Debentures (other than (i) as a result of a reclassification  of the Guarantor's
capital  stock or the  exchange  or  conversion  of one  class or  series of the
Guarantor's capital stock for another class or series of the Guarantor's capital
stock;  (ii) the purchase of fractional  interests in shares of the  Guarantor's
capital stock pursuant to the conversion or exchange  provisions of such capital
stock or the security  being  converted  into or exchanged  for the  Guarantor's
capital stock;  (iii) the payment of dividends or  distributions in common stock
of the  Guarantor;  (iv) any  declaration  of a dividend in connection  with the
implementation  of a  stockholders'  rights plan, or the issuance of stock under
any such plan in the future,  or the redemption or repurchase of any such rights
pursuant thereto; (v) payments under this Preferred Securities Guarantee and the
Common  Securities  Guarantee;  (vi) purchases of the  Guarantor's  common stock
related to the issuance of the  Guarantor's  common stock or rights under any of
the  Guarantor's  benefit  plans  for the  Guarantor's  directors,  officers  or
employees; or (vii) obligations of the Guarantor under any dividend reinvestment
and stock purchase plans).

SECTION 6.2       Ranking

                  (a) This Preferred  Securities  Guarantee  will  constitute an
unsecured  obligation of the Guarantor and will rank (i)  subordinate and junior
in right of  payment  to all  other  liabilities  of the  Guarantor  except  any
liabilities  that may be PARI PASSU  expressly by their  terms,  (ii) PARI PASSU
with the most senior  preferred or preference  stock now or hereafter  issued by
the  Guarantor  and with any  guarantee  now or  hereafter  entered  into by the
Guarantor  in  respect  of  any  preferred  or  preference  stock  or  preferred
securities  of  any  Affiliate  of  the  Guarantor,  and  (iii)  senior  to  the
Guarantor's common stock.

                  (b) The holders of any  obligations  of the Guarantor that are
senior in priority to the obligations under this Preferred  Securities Guarantee
will  be  entitled  to all of the  rights  inuring  to the  holders  of  "Senior
Indebtedness"  under  Article  12 of  the  Indenture,  and  the  Holders  of the
Preferred  Securities will be subject to all of the terms and conditions of such
Article 12 with respect to any claims or rights  hereunder  with the same effect
as though fully set forth herein.


                                       16

<PAGE>



                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1       Termination

                  This Preferred Securities Guarantee shall terminate as to each
Holder of Preferred  Securities upon (i) full payment of the Redemption Price of
all Preferred  Securities,  (ii) upon the distribution of the Debentures held by
the Trust to the Holders of all of the Preferred  Securities of the Trust, (iii)
upon the distribution of the Guarantor's  common stock to such Holder in respect
of the conversion of such Holder's Preferred Securities into common stock of the
Guarantor and (iv) upon full payment of the amounts  payable in accordance  with
the Declaration  upon liquidation of the Trust.  Notwithstanding  the foregoing,
this  Preferred  Securities  Guarantee  will continue to be effective or will be
reinstated,  as the  case  may  be,  if at any  time  any  Holder  of  Preferred
Securities must restore payment of any sums paid under the Preferred  Securities
or under this Preferred Securities Guarantee.


                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1       Exculpation

                  (a) No  Indemnified  Person  shall be liable,  responsible  or
accountable  in damages or otherwise to the Guarantor or any Covered  Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted  by such  Indemnified  Person  in good  faith in  accordance  with  this
Preferred  Securities  Guarantee  and in a manner that such  Indemnified  Person
reasonably  believed to be within the scope of the  authority  conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
an  Indemnified  Person  shall be  liable  for any such  loss,  damage  or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

                  (b) An Indemnified  Person shall be fully protected in relying
in good  faith  upon the  records of the  Guarantor  and upon such  information,
opinions,  reports or statements  presented to the Guarantor by any Person as to
matters  the  Indemnified  Person  reasonably  believes  are  within  such other
Person's  professional  or  expert  competence  and who has been  selected  with
reasonable  care  by or on  behalf  of  the  Guarantor,  including  information,
opinions,  reports  or  statements  as to the  value and  amount of the  assets,
liabilities,  profits, losses, or any other facts pertinent to the existence and
amount of assets from which  Distributions  to Holders of  Preferred  Securities
might properly be paid.


                                       17

<PAGE>



SECTION 8.2       Indemnification

                  The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified  Person harmless  against,  any loss,  liability or
expense incurred without  negligence or bad faith on its part, arising out of or
in  connection  with the  acceptance  or  administration  of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating,  any claim or liability
in connection  with the exercise or  performance  of any of its powers or duties
hereunder.  The  obligation  to indemnify as set forth in this Section 8.2 shall
survive the termination of this Preferred Securities Guarantee.


                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1       Successors and Assigns

                  All  guarantees  and  agreements  contained in this  Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees and
representatives  of the  Guarantor and shall inure to the benefit of the Holders
of the Preferred  Securities  the  outstanding.  Except in  connection  with any
merger or  consolidation  of the  Guarantor  with or into another  entity or any
sale,  transfer or lease of the Guarantor's  assets to another  entity,  each as
permitted by the Indenture,  the Guarantor may not assign its rights or delegate
its  obligations  under this Preferred  Securities  Guarantee  without the prior
approval  of the  Holders of at least a Majority  in  liquidation  amount of the
Preferred Securities.

SECTION 9.2       Amendments

                  Except  with  respect to any  changes  that do not  materially
adversely affect the rights of Holders (in which case no consent of Holders will
be required),  this Preferred  Securities Guarantee may be amended only with the
prior  approval of the Holders of at least a Majority in  liquidation  amount of
the Preferred Securities. The provisions of Section 12.2 of the Declaration with
respect to meetings of Holders of the Preferred  Securities  apply to the giving
of such approval.

SECTION 9.3       Notices

                  All  notices   provided  for  in  this  Preferred   Securities
Guarantee shall be in writing,  duly signed by the party giving such notice, and
shall be delivered,  sent by facsimile or mailed by registered or certified mail
or overnight courier, as follows:


                                       18

<PAGE>



                  (a)  If  given  to the  Preferred  Guarantee  Trustee,  at the
         Preferred  Guarantee Trustee's mailing address set forth below (or such
         other address as the Preferred  Guarantee Trustee may give notice of to
         the Holders of the Preferred Securities):

                           The Bank of New York
                           101 Barclay Street, Floor 21 West
                           New York, New York  10286
                           Attention:  Corporate Trust Administration

                  (b) If  given to the  Guarantor,  at the  Guarantor's  mailing
         address set forth  below (or such other  address as the  Guarantor  may
         give notice of to the Holders of the Preferred Securities):

                           Viatel, Inc.
                           685 Third Avenue, 24th Floor
                           New York, New York  10017
                           Attention:  General Counsel

                  (c) If given to any  Holder of  Preferred  Securities,  at the
         address set forth on the books and records of the Trust.

                  All such  notices  shall be  deemed to have  been  given  when
received in person,  telecopied with receipt confirmed, or mailed by first class
mail,  postage  prepaid  except  that if a notice or other  document  is refused
delivery or cannot be delivered  because of a changed address of which no notice
was given,  such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 9.4       Benefit

                  This Preferred  Securities Guarantee is solely for the benefit
of the Holders of the Preferred  Securities and,  subject to Section 3.1(a),  is
not separately transferable from the Preferred Securities.

SECTION 9.5       Governing Law

                  THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.



                                       19

<PAGE>


                  THIS PREFERRED  SECURITIES GUARANTEE IS EXECUTED AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.

                                     VIATEL, INC., as Guarantor


                                     By: /s/ James P. Prenetta
                                        --------------------------------------
                                           Name:  James P. Prenetta
                                           Title: Senior Vice President and
                                                    General Counsel

                                     THE BANK OF NEW YORK, as Preferred
                                     Guarantee Trustee


                                     By:  /s/ Ming J. Shiang
                                        --------------------------------------
                                           Name:  Ming J. Shiang
                                           Title: Vice President


                                       20