<PAGE>
                                                                     Exhibit 4.3

                                                                  EXECUTION COPY

================================================================================

                  GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC.
                                    as Issuer

                                 ---------------

                             GLOBAL CROSSING LIMITED
                        (formerly GC Acquisition Limited)

                                       and

                    THE OTHER GUARANTORS REFERRED TO HEREIN,
                                  as Guarantors

                                 ---------------

                        11% SENIOR SECURED NOTES DUE 2006

                                 ---------------

                                    INDENTURE
                          Dated as of ___________, 2003

                                 ---------------

                                WELLS FARGO BANK
                                 MINNESOTA, N.A.
                                   as Trustee

                                 ---------------

                                  $200,000,000

                                 ---------------

================================================================================

<PAGE>
                                     WARNING
                                     -------

          Without limiting the obligation of the Credit Parties (as hereinafter
defined) under Section 5.04 of the Global Security Agreement to pay any such tax
that may be imposed, please be advised that taking the original of this document
or any certified copy thereof into the Republic of Austria may cause Austrian
stamp duty to be assessed by the Austrian tax authorities.

<PAGE>
                               Table of Contents

          This Table of Contents does not for any purpose constitute a part of
this Indenture, and is inserted for convenience of reference only.

                                                                            Page
                                                                            ----

ARTICLE I    DEFINITIONS AND INCORPORATION BY REFERENCE....................... 2

   SECTION 1.01.  Definitions................................................. 2
   SECTION 1.02.  Other Definitions.......................................... 33
   SECTION 1.03.  Trust Indenture Act Definitions............................ 33
   SECTION 1.04.  Rules of Construction...................................... 34

ARTICLE II   THE NOTES........................................................34

   SECTION 2.01.  Form and Dating............................................ 34
   SECTION 2.02.  Execution, Authentication and Denominations................ 35
   SECTION 2.03.  Registrar and Paying Agent................................. 36
   SECTION 2.04.  Paying Agent to Hold Money in Trust........................ 37
   SECTION 2.05.  Transfer and Exchange...................................... 38
   SECTION 2.06.  Replacement Notes.......................................... 42
   SECTION 2.07.  Outstanding Notes.......................................... 42
   SECTION 2.08.  Temporary Notes............................................ 43
   SECTION 2.09.  Cancellation............................................... 43
   SECTION 2.10.  CUSIP Numbers.............................................. 44
   SECTION 2.11.  Defaulted Interest......................................... 44
   SECTION 2.12.  Noteholder Lists........................................... 44
   SECTION 2.13.  Communication By Holders with Other Holders................ 44

ARTICLE III  REDEMPTION AND PREPAYMENT........................................44

   SECTION 3.01.  Notices to Trustee......................................... 44
   SECTION 3.02.  Selection of Notes to Be Redeemed.......................... 45
   SECTION 3.03.  Notice of Redemption....................................... 45
   SECTION 3.04.  Effect of Notice of Redemption............................. 46
   SECTION 3.05.  Deposit of Redemption Price................................ 46
   SECTION 3.06.  Notes Redeemed in Part..................................... 46
   SECTION 3.07.  Optional Redemption........................................ 46
   SECTION 3.08.  Mandatory Redemption....................................... 47
   SECTION 3.09.  Offer to Purchase by Application of Excess Proceeds........ 47

ARTICLE IV   COVENANTS........................................................49

   SECTION 4.01.  Payment of Notes........................................... 49
   SECTION 4.02.  Maintenance of Office or Agency............................ 50
   SECTION 4.03.  Reports.................................................... 50
   SECTION 4.04.  Compliance Certificate, Etc................................ 51
   SECTION 4.05.  Taxes...................................................... 52
   SECTION 4.06.  Stay, Extension and Usury Laws............................. 53
   SECTION 4.07.  Restricted Payments........................................ 53

                                       i

<PAGE>


   SECTION 4.08.  Certain Dividend and Other Payment Restrictions............ 56
   SECTION 4.09.  Incurrence of Indebtedness and Issuance of
                  Preferred Stock............................................ 57
   SECTION 4.10.  Asset Sales and Specified Subsidiary Asset Sales
                  and Casualty Events........................................ 61
   SECTION 4.11.  Transactions with Affiliates............................... 64
   SECTION 4.12.  Liens...................................................... 66
   SECTION 4.13.  Sale and Leaseback Transactions............................ 66
   SECTION 4.14.  Corporate Existence........................................ 67
   SECTION 4.15.  Offer to Repurchase Upon Change of Control................. 67
   SECTION 4.16.  Business Activities; Holding Company Status................ 68
   SECTION 4.17.  Issuances and Sales of Certain Equity Interests............ 69
   SECTION 4.18.  Designation and Revocation of Designation of
                  Unrestricted Subsidiaries.................................. 69
   SECTION 4.19.  Guarantee Supplements...................................... 70
   SECTION 4.20.  Further Instruments and Acts............................... 70
   SECTION 4.21.  Payments for Consent....................................... 71

ARTICLE V    CONSOLIDATION, MERGER AND SALE OF PROPERTY.......................71

   SECTION 5.01.  Merger, Consolidation, or Sale of Property................. 71
   SECTION 5.02.  Successor Entity Substituted............................... 72

ARTICLE VI   SECURITY DOCUMENTS...............................................72

   SECTION 6.01.  Collateral and Security Documents.......................... 72
   SECTION 6.02.  Exclusion of Certain Liens................................. 73
   SECTION 6.03.  Maintenance of Liens....................................... 77
   SECTION 6.04.  Subordination to Working Capital Facilities................ 80
   SECTION 6.05.  Release of Liens........................................... 80
   SECTION 6.06.  Collateral Agent........................................... 83
   SECTION 6.07.  Trustee in its Individual Capacity......................... 83

ARTICLE VII  DEFAULT AND REMEDIES.............................................84

   SECTION 7.01.  Events of Default.......................................... 84
   SECTION 7.02.  Acceleration............................................... 86
   SECTION 7.03.  Other Remedies............................................. 86
   SECTION 7.04.  Waiver of Past Defaults.................................... 86
   SECTION 7.05.  Control by Majority........................................ 87
   SECTION 7.06.  Limitation on Suits........................................ 87
   SECTION 7.07.  Rights of Holders of Notes to Receive Payment.............. 87
   SECTION 7.08.  Collection Suit by Trustee................................. 88
   SECTION 7.09.  Trustee May File Proofs of Claim........................... 88
   SECTION 7.10.  Priorities................................................. 89
   SECTION 7.11.  Undertaking for Costs...................................... 89
   SECTION 7.12.  Rights and Remedies Cumulative............................. 89
   SECTION 7.13.  Delay or Omission Not Waiver............................... 90
   SECTION 7.14.  Restoration of Rights and Remedies......................... 90
   SECTION 7.15.  Power of Attorney for Collateral in Quebec................. 90

                                       ii

<PAGE>

ARTICLE VIII TRUSTEE..........................................................91

   SECTION 8.01.  General.................................................... 91
   SECTION 8.02.  Certain Rights of Trustee; Reliance on Certificate......... 91
   SECTION 8.03.  May Hold Notes............................................. 94
   SECTION 8.04.  Trustee's Disclaimer....................................... 94
   SECTION 8.05.  Notice of Default.......................................... 94
   SECTION 8.06.  Reports by Trustee to Holders.............................. 95
   SECTION 8.07.  Compensation and Indemnity................................. 95
   SECTION 8.08.  Replacement of Trustee..................................... 96
   SECTION 8.09.  Successor Trustee by Merger, Etc........................... 98
   SECTION 8.10.  Eligibility; Disqualification.............................. 98
   SECTION 8.11.  Money Held in Trust........................................ 98
   SECTION 8.12.  Withholding Taxes.......................................... 98
   SECTION 8.13.  Preferential Collection of Claims Against the Issuer....... 98

ARTICLE IX   APPLICATION OF TRUST MONEYS......................................99

   SECTION 9.01.  "Trust Moneys" Defined..................................... 99
   SECTION 9.02.  Retirement of Notes........................................ 99
   SECTION 9.03.  Withdrawals of Insurance Proceeds and Condemnation
                  Awards.................................................... 100
   SECTION 9.04.  Withdrawals of Sale Proceeds.............................. 102
   SECTION 9.05.  Powers Exercisable Notwithstanding Event of Default....... 103
   SECTION 9.06.  Powers Exercisable by Trustee or Receiver................. 103
   SECTION 9.07.  Disposition of Notes Retired.............................. 104
   SECTION 9.08.  Investment and Use of Trust Moneys........................ 104

ARTICLE X    AMENDMENTS, SUPPLEMENTS AND WAIVERS.............................104

   SECTION 10.01. Without Consent of Holders................................ 104
   SECTION 10.02. Consent of Holders........................................ 105
   SECTION 10.03. Revocation and Effect of Consent.......................... 107
   SECTION 10.04. Notation on or Exchange of Notes.......................... 107
   SECTION 10.05. Trustee to Sign Amendments, Etc........................... 107
   SECTION 10.06. Conformity with Trust Indenture Act....................... 108
   SECTION 10.07. Amendments to Security Documents.......................... 108

ARTICLE XI   NOTE GUARANTEE..................................................108

   SECTION 11.01. Note Guarantee............................................ 108
   SECTION 11.02. Limitation on Guarantor Liability......................... 110
   SECTION 11.03. Rights of Contribution.................................... 110
   SECTION 11.04. Parallel Debt Structure - Relevant Jurisdictions.......... 111
   SECTION 11.05. Parallel Debt Structure - Belgium......................... 112
   SECTION 11.06. Guarantee Limitations..................................... 114

ARTICLE XII  MISCELLANEOUS...................................................114

   SECTION 12.01. Trust Indenture Act of 1939............................... 114
   SECTION 12.02. Notices................................................... 114
   SECTION 12.03. Certificate and Opinion as to Conditions Precedent........ 115
   SECTION 12.04. Statements Required in Certificate or Opinion............. 116

                                      iii

<PAGE>

   SECTION 12.05. Rules by Trustee, Paying Agent or Registrar............... 116
   SECTION 12.06. Payment Date Other Than a Business Day.................... 116
   SECTION 12.07. Governing Law............................................. 117
   SECTION 12.08. No Adverse Interpretation of Other Agreements;
                  Use of English Language................................... 117
   SECTION 12.09. No Recourse Against Others................................ 117
   SECTION 12.10. Successors................................................ 117
   SECTION 12.11. Multiple Originals........................................ 118
   SECTION 12.12. Severability.............................................. 118
   SECTION 12.13. Qualification of Indenture................................ 118
   SECTION 12.14. Table of Contents, Headings, Etc.......................... 118
   SECTION 12.15. Consent to Jurisdiction................................... 118
   SECTION 12.16. Waiver of Jury Trial...................................... 119
   SECTION 12.17. Judgment Currency......................................... 119
   SECTION 12.18. Immunity.................................................. 120
   SECTION 12.19  Status of Indenture under Japanese Law.................... 120

SCHEDULE 1     Excluded Assets
SCHEDULE 2     Excluded Subsidiaries
SCHEDULE 3     Provisions Relating to Certain Guarantors

EXHIBIT A      Form of Note
EXHIBIT B      Form of Guarantee Supplement
EXHIBIT C      Form of Intercreditor Agreement
EXHIBIT D      Form of Global Security Agreement
EXHIBIT E-1    Form of Affiliate Subordination Agreement
EXHIBIT E-2    Form of Non-Affiliate Subordination Provisions
EXHIBIT F      Issue Date Deliverables
EXHIBIT G      Form of Officers' Certificate pursuant to Section 6.05(c)
EXHIBIT H      Form of General Notification Agreement

                                       iv

<PAGE>

          Cross-reference sheet showing the location in this Indenture of the
provisions inserted pursuant to Sections 310 through 318 inclusive of the Trust
Indenture Act of 1939.

TIA                                                       Indenture Section
---                                                       -----------------

Section 310 (a)(1) .....................................  8.10
            (a)(2) .....................................  8.10
            (a)(3) .....................................  Not Applicable
            (a)(4) .....................................  Not Applicable
            (a)(5) .....................................  8.10
            (b)    .....................................  8.10
            (c)    .....................................  Not Applicable

Section 311 (a)    .....................................  8.13
            (b)    .....................................  8.13
            (c)    .....................................  Not Applicable

Section 312 (a)    .....................................  2.12
            (b)    .....................................  2.13
            (c)    .....................................  2.13

Section 313 (a)    .....................................  8.06
            (b)    .....................................  6.05(d), 8.06
            (c)    .....................................  8.05, 8.06
            (d)    .....................................  8.06

Section 314 (a)    .....................................  4.03, 4.04
            (b)    .....................................  6.03
            (c)    .....................................  12.03
            (d)    .....................................  6.05(c), 6.05(d)
            (e)    .....................................  12.04
            (f)    .....................................  Not Applicable

Section 315 (a)(1) .....................................  8.02(a), 8.07(b)
            (a)(2) .....................................  8.02(a), 8.07(b)
            (b)    .....................................  8.02(a), 8.05, 8.07(b)
            (c)    .....................................  8.01, 8.02(a), 8.07(b)
            (d)    .....................................  8.02(a), 8.07(b)
            (e)    .....................................  7.11

Section 316 (a)    .....................................  2.07(b), 7.05
            (b)    .....................................  7.07
            (c)    .....................................  Not Applicable

Section 317 (a)(1) .....................................  7.08
            (a)(2) .....................................  7.09
            (b)    .....................................  2.04

Section 318 (a)    .....................................  12.01
            (c)    .....................................  12.01

                                       v

<PAGE>

          INDENTURE, dated as of ______________, by and between GLOBAL CROSSING
NORTH AMERICAN HOLDINGS, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Issuer"), GLOBAL CROSSING LIMITED
(formerly GC Acquisition Limited), a company duly organized and validly existing
under the laws of Bermuda (the "Company"), and the other entities identified on
the signature pages hereto under the caption "GUARANTORS" (the Company together
with such other entities, and any entity that shall become a Guarantor hereunder
pursuant to Section 4.19 hereof, being herein called the "Guarantors" and,
together with the Issuer, the "Credit Parties") and WELLS FARGO BANK MINNESOTA,
N.A., as trustee and agent for the Holders (in such capacities, the "Trustee")
for the benefit of the holders of the Notes (as hereinafter defined).


                              W I T N E S S E T H :
                              - - - - - - - - - -

          WHEREAS, on January 28, 2002, Global Crossing Ltd. (formerly Global
Crossing Holdings Ltd.), a company organized under the laws of Bermuda ("GX"),
the Issuer, and certain of their subsidiaries and affiliates (collectively, the
"U.S. Debtors") filed a voluntary petition in the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court") initiating cases
under chapter 11 of title 11 of the United States Code Sections 101-1330 (as
amended, the "Bankruptcy Code") and continued in the possession of their assets
and in the management of their businesses pursuant to sections 1107 and 1108 of
the Bankruptcy Code;

          WHEREAS, on January 28, 2002, GX and certain of the subsidiaries and
affiliates of GX organized under the laws of Bermuda (collectively, the "Bermuda
Debtors" and, together with the U.S. Debtors, the "Debtors") petitioned the
Supreme Court of Bermuda (the "Bermuda Court") for the appointment of Joint
Provisional Liquidators, and by an order dated January 28, 2002 (the "Bermuda
Orders"), the Joint Provisional Liquidators were appointed by the Bermuda Court
in respect of each Bermuda Debtor;

          WHEREAS, the U.S. Debtors have proposed a plan of reorganization with
the Bankruptcy Court (the "Plan") which has been confirmed by an order of the
Bankruptcy Court dated December 26, 2002, and the Bermuda Debtors have proposed
certain schemes of arrangement (the "Schemes of Arrangement") with the Bermuda
Court which have been sanctioned by an order of the Bermuda Court dated January
3, 2003;

          WHEREAS, the Issuer is to enter into this Indenture and issue
$200,000,000 aggregate principal amount of its 11% Senior Secured Notes due 2006
(the "Notes");

          WHEREAS, the Debtors will utilize the proceeds of the Notes to pay the
holders of claims who consist of (a) the lenders under the Amended and Restated
Credit

                                    Indenture
                                    ---------

<PAGE>


                                      - 2 -

Agreement, dated as of August 10, 2000 (the "Credit Agreement"), among GX,
Global Crossing Holdings Ltd., the Issuer, the lenders named therein and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
Administrative Agent, and (b) the holders of claims in Class D, Class E and
Class F (as defined in the Plan);

          WHEREAS, pursuant to the Plan and the Schemes of Arrangement, the
Debtors have formed the Company as a new direct or indirect holding company of
all of the shares of stock and other equity interests issued by the Debtors and
their subsidiaries and affiliates, with the intent that the Company enter into
this Indenture and cause each of the Material Subsidiaries (as hereinafter
defined) of the Company to guarantee the obligations of the Issuer hereunder and
under and in respect of the Notes;

          WHEREAS, as collateral security for the prompt payment of the
principal of, premium, if any, and interest on, and all other amounts due with
respect to, the Notes from time to time outstanding hereunder and the
performance and observance by the Issuer and the Guarantors of all the
agreements, covenants and provisions contained herein (including the Trustee's
right to indemnification hereunder), in the Notes and in the Security Documents
(as hereinafter defined), and in consideration of the premises and covenants
herein contained and of the acceptance of the Notes by the holders thereof, each
Credit Party will grant, convey, mortgage, assign, transfer, pledge and deposit,
as appropriate, pursuant to the Security Documents unto the Trustee, its
successors and assigns, for the benefit of the holders from time to time of the
Notes and the Trustee, a Lien (as hereinafter defined) on all Collateral (as
hereinafter defined), whether now existing or hereafter subjected to the Lien of
the Security Documents; and

          WHEREAS, as part of the confirmation of the Plan under section 1129 of
the Bankruptcy Code, the Credit Parties each received a discharge, pursuant to
section 1141 of the Bankruptcy Code.

          NOW, THEREFORE, IT IS HEREBY COVENANTED AND AGREED, for and in
consideration of the foregoing premises, for the ratable benefit of the holders
from time to time of the Notes, as follows:

              ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01.  Definitions.
                         -----------

          "Acquired Debt" means, with respect to any specified Person, (a)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including
Indebtedness Incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person,
and (b) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For purposes of this definition, "control"
(including, with correlative

                                    Indenture
                                    ---------

<PAGE>

                                      - 3 -

meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise, provided that, other than for purposes of the definition
of "Permitted Holders" in this Section 1.01, Beneficial Ownership of 10% or more
of the Voting Stock of a Person shall be deemed to be control. Notwithstanding
the foregoing, for so long as the Company shall be controlled by the Government
of Singapore, any other Person that is controlled by the Government of
Singapore, but which is not controlled directly or indirectly by the ultimate
corporate parent of the Company, shall not be treated as an "Affiliate" of the
Company hereunder.

          "Agent" means any Registrar, Paying Agent, authenticating agent or
co-registrar.

          "all or substantially all" shall have the meaning given such phrase in
the Revised Model Business Corporation Act.

          "Applicable Procedures" means, with respect to any sale, conveyance,
transfer or exchange of or for beneficial interests in any Global Note, the
rules and procedures of the Depositary, Euroclear and Clearstream that apply to
such sale, conveyance, transfer or exchange.

          "Asset Sale" means (A) the sale, lease, conveyance or other
disposition (excluding the grant of Permitted Liens) of any Property (including
by way of a sale and leaseback) by the Company or any of its Restricted
Subsidiaries, (B) the issuance of Equity Interests by any of the Company's
Restricted Subsidiaries, (C) the occurrence of any Casualty Event (other than a
Specified Subsidiary Casualty Event) with respect to any Property of the Company
or any of its Restricted Subsidiaries and (D) any merger or consolidation of any
of the Restricted Subsidiaries of the Company with or into any other Person if,
after giving effect thereto, such Subsidiary or its successor shall no longer be
the Company or a Restricted Subsidiary of the Company, in the case of any of the
preceding clauses (A), (B), (C) or (D), whether in a single transaction or a
series of related transactions (x) that have a Fair Market Value in excess of
$1,000,000 or (y) for consideration having a Fair Market Value in excess of
$1,000,000. Notwithstanding the foregoing, the following will not be deemed to
be Asset Sales:

          (a)  (i) sales and other dispositions of inventory in the ordinary
     course of business by the Company or its Restricted Subsidiaries and (ii)
     any sale, lease, transfer, conveyance or other disposition of capacity on
     any cable or fiber system owned, controlled or operated by the Company or
     any Restricted Subsidiary thereof or of telecommunications capacity or
     transmission rights acquired by the Company or any Restricted Subsidiary
     thereof, in each case in the ordinary course of business; provided, that
     (x) any sale, lease, conveyance or other disposition of capacity on any
     such cable or fiber system, or of any such telecommunications capacity or
     transmission rights, shall not be considered to be in the ordinary

                                    Indenture
                                    ---------

<PAGE>

                                      - 4 -

     course of business for purposes hereof if, after giving effect to such
     sale, the Company and its Restricted Subsidiaries no longer operate and
     control the cable or fiber system of which such capacity or rights is a
     part and (y) the sale, lease, transfer, conveyance or other disposition of
     all or substantially all of the Property of the Company and its Restricted
     Subsidiaries taken as a whole will be governed by the provisions of
     Sections 4.15 and/or the provisions of Section 5.01 hereof and not by the
     provisions of Section 4.10 hereof;

          (b)  a sale, transfer, swap or other disposition of Property by the
     Company to any of its Wholly Owned Restricted Subsidiaries that is a Credit
     Party or by any of its Restricted Subsidiaries to the Company or to a
     Wholly Owned Restricted Subsidiary of the Company that is a Credit Party;

          (c)  an issuance of Equity Interests by (i) any Credit Party to the
     Company or a Wholly Owned Restricted Subsidiary of the Company that is a
     Credit Party or (ii) by any Restricted Subsidiary of the Company that is
     not a Credit Party to the Company or any Restricted Subsidiary of the
     Company;

          (d)  a Permitted Investment, or a Restricted Payment that is permitted
     by Section 4.07 hereof;

          (e)  a sale, transfer or other disposition of cash or Cash Equivalents
     (including the transfer of cash to make payments in respect of
     obligations), and the conversion of Receivables into cash;

          (f)  a sale, transfer, swap, disposition or abandonment of obsolete or
     worn-out equipment or equipment that is no longer useful in the conduct of
     a Permitted Business and that is disposed of in the ordinary course of
     business;

          (g)  Specified Subsidiary Asset Sales;

          (h)  sales, transfers or other dispositions of Receivables to a
     Receivables Entity for the Fair Market Value thereof, including cash in an
     amount at least equal to 75% of the book value thereof as determined in
     accordance with GAAP, it being understood that, for the purposes of this
     clause (h), notes received in exchange for the transfer of Receivables will
     be deemed cash if the Receivables Entity or other payor is required to
     repay said notes as soon as practicable from available cash collections
     less amounts required to be established as reserves pursuant to contractual
     agreements with entities that are not Affiliates of the Company entered
     into as part of a Qualified Receivables Transaction; and

          (i)  transfers and other conveyances of Receivables (or a fractional
     undivided interest therein) by a Receivables Entity in a Qualified
     Receivables Transaction.

                                    Indenture
                                    ---------

<PAGE>

                                      - 5 -

          "Asset Sale Proceeds Account" means an account established and
maintained by the Trustee under this Indenture into which proceeds of Asset
Sales hereunder are to be deposited from time to time in accordance with the
provisions of this Indenture or established and maintained under the last
paragraph of Article III of the Intercreditor Agreement.

          "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

          "Bank" means (a) a banking institution organized under the laws of the
United States, or any branch or agency of any non-US banking institution
licensed under the laws United States or any State thereof, (b) a member bank of
the Federal Reserve System, and (c) a banking institution or trust company,
whether incorporated or not, doing business under the laws of any State or of
the United States, a substantial portion of the business of which consists of
receiving deposits or exercising fiduciary powers similar to those permitted to
national banks by the Comptroller of the Currency, and which is supervised and
examined by State or Federal banking authorities having supervision over banks.

          "Bankruptcy Code" has the meaning provided in the recitals hereto.

          "Bankruptcy Court" has the meaning provided in the recitals hereto.

          "Bankruptcy Law" means the Bankruptcy Code or any similar federal or
state law or any similar provisions of Bermuda law or any relevant law outside
the United States and Bermuda, for the relief of debtors.

          "Belgian Floating Charge Lienholder" has the meaning assigned to such
term in Section 11.05(a)(ii).

          "Beneficial Owner" means a "beneficial owner" as defined in Rules
13d-3 and 13d-5 under the Exchange Act.

          "Beneficially Own" means "beneficially own" as defined in Rules 13d-3
and 13d-5 under the Exchange Act, and "Beneficial Ownership" has a meaning
correlative thereto.

          "Bermuda Court" has the meaning provided in the recitals hereto.

          "Bermuda Debtors" has the meaning provided in the recitals hereto.

          "Bermuda Orders" has the meaning provided in the recitals hereto.

                                    Indenture
                                    ---------

<PAGE>

                                      - 6 -

          "Board of Directors" means, in the case of any Credit Party, the board
of directors or other governing body of such Credit Party.

          "Board Resolution" means, in the case of any Credit Party, a copy of a
resolution, certified by an appropriate Officer or director of such Credit Party
to have been duly adopted by the Board of Directors of such Credit Party and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

          "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in (a) the State of New York and (b) (i) the city
where the Corporate Trust Office of the Trustee is located or (ii) the place of
payment is authorized or required by law, regulation or executive or emergency
order to be closed.

          "Camelot" means Camelot Group plc, a company registered under the laws
of England and Wales, and its legal successors and permitted assigns.

          "Camelot Deed" means the Deed of Debenture dated July 1, 2002 between
GCUK Telecom and Camelot, (as amended but without giving effect to any
amendments subsequent to such date that expand the scope of the collateral
thereunder or obligations secured thereby), together with the Deed of Priority,
dated __________, 2003, among Camelot, the Trustee and GCUK Telecom (which the
Trustee and GCUK Telecom shall execute on the Issue Date) and the Camelot
Guarantee.

          "Camelot Guarantee" means that certain Deed of Guarantee and
Undertaking dated December __, 2003 made by Global Crossing Limited.

          "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

          "Capital Stock" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of Property of, the issuing
Person.

          "Cash Collateral" means any Collateral consisting of cash, Cash
Equivalents (including Qualified Cash Equivalents) or any other security
entitlements (as defined in the Uniform Commercial Code), and any financial
assets (as so defined), and not constituting Possessory Collateral.

          "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the government or any agency or instrumentality of the
United States, Bermuda, Switzerland or any member of the European Union
(provided that the

                                    Indenture
                                    ---------

<PAGE>

                                      - 7 -

full faith and credit of the United States, Bermuda, Switzerland or any member
of the European Union is pledged in support thereof), having maturities of not
more than 365 days from the date of acquisition, (b) certificates of deposit and
eurodollar time deposits with maturities of 90 days or less from the date of
acquisition, bankers' acceptances with maturities not exceeding 90 days and
overnight bank deposits, in each case with any commercial bank organized under
the law of the United States or any State thereof, Bermuda, Switzerland or any
member of the European Union having capital and surplus in excess of
$500,000,000 (or the equivalent thereof in any other currency), whose long-term
debt is rated A-3 or A- or higher or, with respect to Switzerland or any country
in the European Union, Aa2 or AA or higher according to Moody's or S&P, and
denominated in a freely-convertible currency, (c) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in the preceding clauses (a) and (b) entered into with any financial
institution meeting the qualifications specified in the preceding clause (b),
(d) commercial paper having the highest rating obtainable from Moody's or S&P
and in each case maturing within six months after the date of acquisition,
issued by a corporation organized under the law of the United States or any
State thereof, Bermuda, Switzerland or any member of the European Union and
denominated in any freely-convertible currency and (e) money market funds at
least 95% of the assets of which constitute Cash Equivalents of the types and
maturities described in the preceding clauses (a) through (c).

          "Casualty Event" means, with respect to any Property of any Person,
any loss of or damage to, or any condemnation, seizure, appropriation,
expropriation or other taking of, such Property for which such Person or any of
its Restricted Subsidiaries receives insurance proceeds (other than proceeds
with respect to a claim for Motor Vehicles), or proceeds of a condemnation
award, settlement or other compensation.

          "Change of Control" means the occurrence of any of the following: (a)
any "person" (for purposes of this definition, as such term is used in Section
13(d)(3) of the Exchange Act), other than a Permitted Holder, is or becomes the
Beneficial Owner, directly or indirectly, of 35% or more of the Voting Stock
(measured by voting power rather than number of shares) of the Company, and the
Permitted Holders own, in the aggregate, a lesser percentage of the total Voting
Stock (measured by voting power rather than by number of shares) of the Company
than such person and do not have the right or ability by voting power, contract
or otherwise to elect or designate for election a majority of the board of
directors of the Company, (b) Continuing Directors cease for any reason to
constitute a majority of the Board of Directors of the Company, (c) the Company
consolidates or merges with or into any other Person, other than a consolidation
or merger (i) pursuant to a transaction in which the outstanding Voting Stock of
the Company is changed into or exchanged for cash, securities or other Property
with the effect that the Beneficial Owners of the outstanding Voting Stock of
the Company immediately prior to such transaction, Beneficially Own, directly or
indirectly, more than 50% of the Voting Stock (measured by voting power rather
than number of shares) of the surviving corporation immediately following such
transaction, (ii) with a Restricted Subsidiary of the Company that is a Credit
Party or (iii) with a Person more than 50% of the Voting Stock (measured by
voting power rather than by number of shares) of which is owned, directly or
indirectly, following such transaction or transactions by the Permitted

                                    Indenture
                                    ---------

<PAGE>

                                      - 8 -

Holders or (d) the sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the Property of the Company and its Restricted
Subsidiaries taken as a whole to any Person.

          "Classified Subsidiary" means any entity that is solely engaged in the
business of performing highly sensitive and confidential U.S. governmental
contracts and that, under applicable Federal law, regulation, administration or
Federal contracting requirement, is required to be classified.

          "Clearstream" means Clearstream Banking, societe anonyme.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Collateral" means, collectively, (a) all buildings, plants, network
facilities, structures, improvements and equipment of the Credit Parties and all
other Property of the Credit Parties, (b) all the issued and outstanding Equity
Interests held by the Credit Parties in any Subsidiaries of the Credit Parties,
(c) all cash held by the Trustee (or by the respective agent under any Working
Capital Facility) pursuant to this Indenture or the Security Documents (and
under any "Working Capital Facility Security Documents" referred to in the
Intercreditor Agreement), (d) all other Property of the Credit Parties
enumerated under the Security Documents and (e) all proceeds of any of the
foregoing (including any proceeds of a sale of the foregoing); provided that
Excluded Collateral shall not constitute Collateral hereunder.

          "Collateral Agent" means the Trustee in its capacity as "Collateral
Agent" or any like term in any jurisdiction outside the United States, under and
as defined in the Security Documents, together with its agents thereunder, and
any successor thereto in such capacity.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, or, if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now assigned
to it under the TIA, the body performing such duties at such time.

          "Company" means the party named as such in the preamble to this
Indenture until a Successor Entity replaces it pursuant to Article V hereof, and
thereafter means such Successor Entity.

          "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus,
to the extent that any of the following items were deducted or added (without
duplication) in computing such Consolidated Net Income, (a) provision for taxes
based on income or profits of such Person and its Restricted Subsidiaries for
such period, plus (b) Consolidated Interest Expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and whether or
not capitalized, plus (c) depreciation,

                                    Indenture
                                    ---------

<PAGE>

                                      - 9 -

amortization (including amortization of goodwill and other intangibles and the
amount of capacity available for sale charged to cost of sales, but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expense to the extent that
it represents an accrual or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such
Person and its Restricted Subsidiaries for such period, minus (d) non-cash items
increasing such Consolidated Net Income for such period (other than items that
were accrued in the ordinary course of business), in each case, on a
Consolidated basis and determined in accordance with GAAP.

          Notwithstanding the foregoing, the provision for taxes on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Restricted Subsidiary of such Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow of such Person only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividended to such Person by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its shareholders (other
than a Working Capital Facility to the extent such restrictions are in
compliance with Section 4.08 hereof).

          "Consolidated Interest Expense" means, with respect to any Person for
any period, the consolidated net interest expense included in a consolidated
income statement (after deduction of interest income to the extent not included
in Net Income) of such Person and its consolidated Restricted Subsidiaries for
such period, including without duplication (or, to the extent not so included,
with the addition of), (i) amortization of debt issuance costs and original
issue discount, (ii) non-cash interest payments (other than interest payments
payable solely in Equity Interests, other than Disqualified Capital Stock),
(iii) the interest component of any deferred payment obligations, (iv) the
interest component of all payments associated with Capital Lease Obligations,
(v) imputed interest with respect to Attributable Debt, (vi) commissions,
discounts and other fees and charges Incurred in respect of letters of credit or
bankers' acceptance financings, (vii) commissions, discounts, yield and other
fees and charges Incurred in connection with any Qualified Receivables
Transaction, (viii) the accretion of principal of a non-interest bearing or
other discount security and (ix) net payments (if any) pursuant to Hedging
Obligations.

          In calculating pro forma Consolidated Interest Expense for purposes of
determining pro forma Consolidated Cash Flow as contemplated by the second
paragraph of the definition of "Consolidated Leverage Ratio" in this Section
1.01, interest on Indebtedness determined on a fluctuating basis as of the date
of determination shall be deemed to have accrued at a fixed rate per annum equal
to the rate of interest on such Indebtedness as in effect on the date of
determination, taking into account any net payments to be received or made in
respect of Hedging Obligations.

                                    Indenture
                                    ---------

<PAGE>

                                     - 10 -

          "Consolidated Leverage Ratio" means, with respect to any Person as of
any date of determination, the ratio of (a) the aggregate consolidated principal
amount of Indebtedness outstanding and the liquidation preference of
Disqualified Stock as of the most recent quarterly or annual balance sheet date,
after giving pro forma effect to the Incurrence of such Indebtedness or the
issuance of such Disqualified Stock and any other Indebtedness Incurred and
Disqualified Stock issued since such balance sheet date to (b) Consolidated Cash
Flow for the Reference Period ending on or prior to the date of Incurrence of
such Indebtedness or issuance of such Disqualified Stock for which consolidated
financial statements are available (it being understood that if the Reference
Period shall consist of fewer than four complete fiscal quarters, then
Consolidated Cash Flow for the Reference Period shall be multiplied by a factor,
the numerator of which is four and the denominator of which is such number of
complete fiscal quarters fewer than four).

          For purposes of this definition, the Consolidated Leverage Ratio shall
be calculated on a pro forma basis, after giving effect to (i) the Incurrence of
the Indebtedness of such Person and the issuance of the Disqualified Stock (and
the application of the proceeds therefrom) giving rise to the need to make such
calculation and any Incurrence (and the application of the proceeds therefrom)
or repayment of other Indebtedness or Disqualified Stock, at any time subsequent
to the beginning of the Reference Period and on or prior to the date of
determination, as if such Incurrence or issuance (and the application of the
proceeds thereof), or the repayment, as the case may be, occurred on the first
day of the Reference Period (except that, in making such computation, the amount
of Indebtedness under any revolving credit facility shall be computed based upon
the average balance of such Indebtedness at the end of each month during such
period) and (ii) any acquisition at any time on or subsequent to the first day
of the Reference Period and on or prior to the date of determination, as if such
acquisition or disposition (including the Incurrence, assumption or liability
for, or repayment of, any such Indebtedness and the issuance of such
Disqualified Stock and also including any Consolidated Cash Flow associated with
such acquisition) occurred on the first day of the Reference Period, without
giving effect to any anticipated cost or expense reductions or savings which are
not calculated in compliance with Regulation S-X of the Exchange Act.

          "Consolidated Net Income" means, with respect to any specified Person
for any period, the sum, without duplication, of (a) the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP plus (b) to the extent
that any of the following items were deducted in computing such Consolidated Net
Income, (i) non-recurring non-cash charges (other than charges arising from
write-downs of assets) and (ii) non-cash compensation charges arising from stock
options or other similar employee benefit compensation plans, provided that,
without duplication, (A) the Net Income (but not loss) of any Unrestricted
Subsidiary or any other Person that is not a Restricted Subsidiary that is
accounted for by the equity method of accounting, shall be included only to the
extent of the amount of dividends or distributions paid in cash to the specified
Person or a Restricted Subsidiary thereof (but not in excess of the amount of
the net income of such

                                    Indenture
                                    ---------

<PAGE>

                                     - 11 -

other Person for such period), (B) the Net Income of any Restricted Subsidiary
of such Person shall be excluded to the extent that the declaration or payment
of dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its shareholders (other than any Working Capital
Facility to the extent such restrictions are in compliance with Section 4.08
hereof), provided that the Net Income of any Restricted Subsidiary shall be
included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary during such period to
the Company or another Restricted Subsidiary as a dividend, (C) the Net Income
of any Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded and (D) the cumulative
effect of a change in accounting principles shall be excluded.

          "Continuing Directors" means individuals who on the Issue Date
constituted the Board of Directors of the Company, together with any new
directors (a) whose election by such Board of Directors, or whose nomination for
election by the shareholders of the Company, was approved by a vote of at least
a majority of the directors of the Company then still in office who were either
directors on the Issue Date or whose election or nomination for election was
previously so approved or (b) who were designated by any one of the Permitted
Holders or any combination thereof or were nominated or elected by any Permitted
Holder or any designee thereof.

          "Corporate Trust Office" means the principal office of the Trustee at
which, at any particular time, its corporate trust business shall be
administered, which at the Issue Date is the address of the Trustee specified in
Section 12.02 hereof, or such other address as to which the Trustee shall have
given notice to the Credit Parties.

          "Credit Agreement" has the meaning provided in the recitals hereto.

          "Credit Parties" has the meaning provided in the preamble hereto.

          "Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement as to
which such Person is a party or beneficiary.

          "Debtors" has the meaning provided in the recitals hereto.

          "Deed of Grant of Use" means the deed of grant of use dated 30 June
1994 between GCUK Telecom (formerly known as BR Telecommunications Limited) and
Network Rail Infrastructure Limited (formerly known as Railtrack PLC).

          "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

                                    Indenture
                                    ---------

<PAGE>

                                     - 12 -

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Article II hereof,
substantially in the form of Exhibit A hereto, except that such Note shall not
bear the Global Note Legend.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.02(e) hereof
as the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" means or include such successor.

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature; provided that any Capital Stock which would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require the Company to repurchase or redeem such Capital Stock upon
the occurrence of a Change of Control or an Asset Sale occurring prior to the
final Stated Maturity of the Notes shall not constitute Disqualified Stock if
the change of control and asset sale provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the provisions
applicable to the Notes contained in Sections 4.15 and 4.10(a) hereof,
respectively, and such Capital Stock specifically provides that the Company will
not repurchase or redeem any such Capital Stock pursuant to such provisions
prior to the Company's repurchase or redemption of such Notes as are required to
be repurchased or redeemed pursuant to Sections 4.15 and 4.10(a) hereof,
respectively.

          "Eastern Time" means Eastern Standard Time or Eastern Daylight Savings
Time, whichever is in effect at the relevant time.

          "ECS" means ECS United Kingdom Plc, a company registered under the
laws of England and Wales, and its legal successors and permitted assigns.

          "Employee Entitlements" means workers' compensation, social security,
unemployment insurance, employment taxes and other statutory obligations.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Ericsson" means Ericsson Limited, a company registered under the laws
of England and Wales, and its legal successors and permitted assigns.

                                    Indenture
                                    ---------

<PAGE>

                                     - 13 -

          "Euro" means the single currency (whether known as the euro or
otherwise) of the participating member states of the European Union.

          "Euroclear" means JPMorgan Chase Bank, Brussels office, as operator of
The Euroclear System.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Excluded Assets" means the Equity Interests in each Excluded
Subsidiary and the assets listed on Schedule 1 hereto.

          "Excluded Collateral" means, collectively, (a) the Excluded Assets and
(b) any Property subject to (i) the Camelot Deed or the RNSA, (ii) the FTN
Agreement, (iii) the GCUK Finance Lease and the Deed of Grant of Use and (iv)
the Freenet Agreement.

          "Excluded Subsidiary" means (a) each of the Persons listed on Schedule
2 hereto and (b) each Classified Subsidiary required to be formed after the
Issue Date for so long as it remains a Classified Subsidiary.

          "Existing Indebtedness" means (a) Indebtedness of the Company and its
Restricted Subsidiaries in existence on September 30, 2002 that is in existence
on the Issue Date (including the obligations of (A) GCUK Telecom to (1) Camelot
with respect to the Camelot Deed, the Camelot Guarantee and the RNSA, (2)
Network Rail under the GCUK Finance Lease and the Deed of Grant of Use and (3)
Ericsson under the Freenet Agreement and (B) Global Crossing (UK)
Telecommunications Networks Limited to ECS under the FTN Agreement, but
excluding in all cases Indebtedness under or in respect of any Working Capital
Facility and the Notes and the Notes Guarantees) and (b) Capital Lease
Obligations not to exceed $25,000,000 incurred after September 30, 2002 and
prior to the Issue Date.

          "Fair Market Value" means fair market value as determined in good
faith by the Board of Directors of the owner of the Property.

          "Freenet Agreement" means the agreement dated March 20, 1996 between
Racal Network Services Limited (predecessor to GCUK Telecom) and Ericsson
Limited (agreement no. 1331) as novated by a novation agreement dated September
11, 2002 between GCUK Telecom, Damovo (UK) Limited and Ericsson, (as amended but
without giving effect to any amendments subsequent to the Issue Date that expand
the scope of the collateral or obligations thereunder).

          "FTN Agreement" means the agreement for the provision of global
telecommunications services dated 10 May 2000 between GCUK Telecom and the
Foreign and Commonwealth Office, reference: ICP/413/004/100, as novated by a
novation agreement dated January 17, 2001 (as amended but without giving effect
to any

                                    Indenture
                                    ---------

<PAGE>

                                     - 14 -

amendments subsequent to the Issue Date that expand the scope of the collateral
or obligations thereunder).

          "GAAP" means generally accepted accounting principles in the United
States of America, including those set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date hereof.

          "GCUK" means Global Crossing (Bidco) Limited, a company organized
under the laws of England and Wales.

          "GCUK Finance Lease" means the finance lease dated 30 June 1994
between GCUK Telecom (formerly known as BR Telecommunications Limited) and
Network Rail, (as amended but without giving effect to any amendments subsequent
to the Issue Date that expand the scope of the collateral or obligations
thereunder).

          "GCUK Telecom" means Global Crossing (UK) Telecommunications Limited,
a company organized under the laws of England and Wales.

          "Global Marine" means Global Marine Systems Limited, a company
organized under the laws of England and Wales.

          "Global Note" means any Note issued hereunder in registered global
form in the name of the Depositary or its nominee.

          "Global Note Legend" has the meaning provided in Section 2.05(d)
hereof.

          "Global Security Agreement" means the Global Security Agreement,
substantially in the form of Exhibit D hereto, as the same shall be modified and
supplemented and in effect from time to time.

          "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof), of all or any
part of any Indebtedness.

          "Guarantee Supplement" means a Supplement to this Indenture,
substantially in the form of Exhibit B hereto, executed after the date hereof by
any Subsidiary of the Company.

          "Guaranteed Obligations" means the obligation of the Issuer to make
the full and punctual payment of principal of, premium, if any, and interest on
the Notes when due, whether at maturity, by acceleration, by redemption, by
required repurchase or

                                    Indenture
                                    ---------

<PAGE>

                                     - 15 -

otherwise, and all other monetary obligations of the Issuer under this Indenture
and the Notes.

          "Guarantors" means each party named as such on the signature pages to
this Indenture, and each party that shall become a Guarantor hereunder after the
date hereof pursuant to Section 4.19 hereof.

          "GX" means the party named as such in the recitals hereto.

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under any Interest Rate Agreement or Currency
Agreement.

          "Holder" means a Person in whose name a Note is registered.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided that any Indebtedness or Capital Stock of a Person existing
at the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Person at the
time it becomes a Subsidiary. The term "Incurrence" when used as a noun shall
have a correlative meaning.

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or bankers' acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any Property or representing any Hedging Obligations
(taking into account such Hedging Obligations' mark-to-market value), except any
such balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of such Person (whether or not such Indebtedness is
assumed by such Person), all obligations of such Person in respect of any
Qualified Receivables Transaction and, to the extent not otherwise included, the
Guarantee by such Person of any Indebtedness of any other Person.

          The amount of any Indebtedness outstanding as of any date shall be (i)
the accreted value thereof, in the case of any Indebtedness issued with original
issue discount, (ii) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other
Indebtedness and (iii) in the case of a Qualified Receivables Transaction which
provides for the sale of Receivables, the aggregate amount of Receivables
transferred pursuant to such Qualified Receivables Transaction (x) in the case
of Receivables transferred as part of an asset securitization facility, the
outstanding amount of funding under such facility at such time of determination,
and, in the case of Receivables sold pursuant to a factoring or sale
arrangement, the aggregate consideration received by the Company or any of its

                                    Indenture
                                    ---------

<PAGE>

                                     - 16 -

Domestic Subsidiaries pursuant to such arrangements minus the sum of (y) for any
such Receivables that have been paid (whether by the underlying account obligor
or a guarantor or surety therefor) the amount paid by the purchaser thereof to
the Company and its Domestic Subsidiaries pursuant to such arrangement in
respect of such Receivables and (z) the amount repaid by the Company in respect
of any such Receivables that have been retransferred to the Company or any of
its Domestic Subsidiaries by the respective purchaser thereof in such
arrangement.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Indenture Exclusive Collateral" means (a) all Equity Interests in
GCUK and Global Marine and their respective Subsidiaries, (b) all Collateral
owned by GCUK and Global Marine and their respective Subsidiaries, (c) any
amounts standing to the credit of the Specified Subsidiary Asset Sale Proceeds
Account or the Specified Subsidiary Casualty Event Proceeds Account and (d) all
proceeds of any of the foregoing (including any proceeds of a sale of the
foregoing).

          "Independent" when used with respect to any specified Person means
such a Person who (a) does not have any direct financial interest or any
material indirect financial interest in the Company or any Subsidiary, the
Trustee or in any Affiliate of any of them and (b) is not connected with the
Company or any Subsidiary, the Trustee or any such Affiliate as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions. Whenever it is provided that any Independent Person's opinion
or certificate shall be furnished to the Trustee, such Person shall be appointed
by the Company and approved by the Trustee in the exercise of reasonable care
and such opinion or certificate shall state that the signer has read this
definition and that the signer is Independent within the meaning thereof.

          "Intercreditor Agreement" means an Intercreditor Agreement,
substantially in the form of Exhibit C hereto, or in such other form as shall be
satisfactory in form and substance to the Holders of a majority of the Notes, as
the same shall be modified and supplemented and in effect from time to time.

          "Interest Payment Date" means each semi-annual interest payment date
which shall fall on May 15 and November 15 of each year, and the date of the
Stated Maturity of the Notes, subject in each case to Section 12.06 hereof.
Interest on the Notes will accrue on the principal amount of the Notes from the
Issue Date.

          "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is a party or
beneficiary.

                                    Indenture
                                    ---------

<PAGE>

                                     - 17 -

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to directors, officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities (including in connection with any merger or
consolidation), together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary such that, after giving effect to
any such sale or disposition, such Person is no longer a Subsidiary of the
Company or such Restricted Subsidiary, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the Fair
Market Value of the Equity Interests of such Subsidiary not sold or disposed of
in an amount determined as provided in the penultimate paragraph of Section 4.07
hereof.

          "Issue Date" means ___________, 2003, the date on which the Notes were
originally issued.

          "Issuer" means the party named as such in the preamble hereto until a
Successor Entity replaces it, and thereafter means such Successor Entity.

          "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Issuer by an Officer of the Issuer with actual
authority to bind the Issuer on such matters, and delivered to the Trustee.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, attachment, hypothec or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in, and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction).

          "Lien(s) of the Trustee" means the Liens of the Trustee under any
Security Document and the Lien of the Belgian Floating Charge Lienholder under
the floating charge referred to in Section 11.05(a)(ii) hereof.

          "Management Advances" means advances made to directors, officers or
employees of the Company or any Restricted Subsidiary thereof in the ordinary
course of business, including in respect of travel, entertainment or
moving-related expenses, in an aggregate amount as to all such advances to all
directors, officers and employees not exceeding $1,000,000 at any one time
outstanding.

          "Material Subsidiary" means (a) the Issuer and any Subsidiary of the
Company that is a Guarantor on the Issue Date (and any one or more Subsidiaries
into

                                    Indenture
                                    ---------

<PAGE>

                                     - 18 -

which any such Guarantor is merged or consolidated, or to which all or
substantially all of its assets are transferred), (b) GCUK, Global Marine and
any of their respective Subsidiaries, (c) any one or more Restricted
Subsidiaries of the Company (including any Restricted Subsidiaries formed or
acquired after the Issue Date) in which the aggregate Investment (whether in the
form of equity or debt, and whether made in an individual transaction or series
of related transactions) by the Company and its Restricted Subsidiaries exceeds
$5,000,000, (d) any Restricted Subsidiary of the Company that has aggregate
outstanding Indebtedness of $1,000,000 or more, (e) any Restricted Subsidiary of
the Company that Guarantees any Indebtedness under any Working Capital Facility,
(f) any Restricted Subsidiary of the Company whose revenues for the period of
the four most recently ended fiscal quarters is 2% or more of the aggregate
consolidated revenues of the Company and its Restricted Subsidiaries, (g) any
Restricted Subsidiary that owns any cable or fiber capacity (or rights to any
cable or fiber capacity) that is a necessary link (assuming no cable or fiber
capacity or rights thereto are available from any other provider) to enable any
other Material Subsidiary to conduct any material portion of its operations or
business, (h) any of the so-called "buy-sell" Subsidiaries of the Company (i.e.,
any Subsidiary of the Company that, although it may not own any network assets,
acts as the sales or marketing arm for or on behalf of one or more other
Subsidiaries of the Company that own network assets); provided that this clause
(h) shall not include any such "buy-sell" Subsidiaries of the Company for so
long as any such Subsidiary has no assets in excess of $5,000 and conducts no
business, as certified in an Officers' Certificate of the Company delivered to
the Trustee, (i) any Restricted Subsidiary that would be a "significant
subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture and (j) any Restricted Subsidiary of the Company that owns any
Equity Interest in any Material Subsidiary; provided that, notwithstanding the
foregoing, no Excluded Subsidiary shall constitute a Material Subsidiary.

          "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

          "Motor Vehicles" means automobiles and passenger trucks and similar
motor vehicles.

          "Net Cash Proceeds" means the aggregate amount of Qualified Cash
Equivalents received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale, Specified Subsidiary Asset Sale or Specified
Subsidiary Casualty Event, as the case may be (including any Qualified Cash
Equivalents received upon the sale or other disposition of any other
consideration received in any Asset Sale, Specified Subsidiary Asset Sale or
Specified Subsidiary Casualty Event, as the case may be, or otherwise received
or realized in respect of such other consideration), net of (a) the direct costs
relating to such Asset Sale, Specified Subsidiary Asset Sale or Specified
Subsidiary Casualty Event, as the case may be (including legal, accounting and
investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, (b) taxes and other amounts required to be paid by
mandatory provisions of law, paid or payable as a result thereof (after taking
into account any available credits or deductions in

                                    Indenture
                                    ---------

<PAGE>

                                     - 19 -

respect thereof and any tax or other sharing arrangements), (c) any repayments
by the Company and its Restricted Subsidiaries of Indebtedness to the extent
that (i) such Indebtedness is secured by a Lien (other than a Lien that is
junior to the Lien of the Trustee hereunder and under the Security Documents) on
the property that is the subject of such Asset Sale, Specified Subsidiary Asset
Sale or Specified Subsidiary Casualty Event and (ii) the transferee of (or
holder of a Lien on) such property requires that such Indebtedness be repaid as
a condition to the purchase of such property and (d) any reserve for adjustment
in respect of an Asset Sale (other than a Casualty Event that would otherwise
constitute an Asset Sale) or Specified Subsidiary Asset Sale established in
accordance with GAAP; provided that upon any later recharacterization of such
reserve on the balance sheet of the Company and its Restricted Subsidiaries as
no longer necessary or applicable, the amount of such reserve shall be deemed to
be Net Cash Proceeds hereunder.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP, excluding, however, (a) any
gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with (i) any Asset Sale, Specified Subsidiary Asset
Sale or Specified Subsidiary Casualty Event (including dispositions made
pursuant to sale and leaseback transactions) or (ii) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries and (b) any extraordinary and non-recurring gain or loss, together
with any related provision for taxes on such extraordinary and non-recurring
gain or loss.

          "Network Rail" means Network Rail Infrastructure Limited (formerly
known as Railtrack plc), and its legal successors and permitted assigns.

          "New Preferred Shares" means shares of New Preferred Stock (as such
term is defined in the Plan).

          "Non-Recourse Debt" means Indebtedness (a) as to which neither the
Company nor any Restricted Subsidiary thereof (i) provides any Guarantee or
credit support of any kind (including any undertaking, Guarantee, indemnity,
agreement or instrument that would constitute Indebtedness) or (ii) is directly
or indirectly liable (as a guarantor or otherwise) and (b) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary thereof to declare a default under such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its Stated Maturity.

          "Note Guarantee" means the Guarantee of the Notes provided in Article
XI hereof.

          "Note Register" has the meaning provided in Section 2.03 hereof.

                                    Indenture
                                    ---------

<PAGE>

                                     - 20 -

          "Notes" has the meaning provided in the recitals hereto.

          "Obligations" means any principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Officer" means, with respect to any Credit Party, the Chairman of the
Board, the President, the Chief Financial Officer, any Senior Vice President,
any Vice President, the Treasurer, or the Secretary or any other person who has
actual authority to bind such Credit Party thereto on such matters.

          "Officers' Certificate" means a certificate signed by two Officers of
the applicable Credit Party which complies with the requirements hereof, each of
which shall include the statements provided for in Section 12.04 hereof.

          "Official Creditors' Committee" means the statutory committee of
unsecured creditors appointed in the Debtors' cases under chapter 11 of the
Bankruptcy Code, as constituted from time to time.

          "Opinion of Counsel" means a written opinion signed by legal counsel
who is acceptable to the Trustee, which counsel may be an employee of or counsel
to the Company or the Trustee, and which Opinion of Counsel shall include the
statements provided for in Section 12.04 hereof.

          "Permitted Business" means any business that is the same as or
related, ancillary or complementary to any of the businesses of the Company or
any of its Restricted Subsidiaries on the date of this Indenture, and shall
include the activities of any Restricted Subsidiary in respect of any Qualified
Receivables Transaction.

          "Permitted Holder" means Singapore Technologies Telemedia Pte Ltd., a
company organized under the laws of Singapore, and its Subsidiaries and
Affiliates.

          "Permitted Investments" means (a) any Investment in cash and Cash
Equivalents; (b) any Investment in the Company or in Restricted Subsidiaries of
the Company that are Credit Parties and that are engaged in a Permitted
Business; (c) any Investment by the Company or any of its Restricted
Subsidiaries in any Person, if as a result of such Investment (A) such Person
becomes a Restricted Subsidiary of the Company that is a Credit Party that is
engaged in a Permitted Business or (B) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company that is a Credit Party that is engaged in a Permitted Business; (d) any
Investment made as a result of the receipt of consideration other than Qualified
Cash Equivalents from (1) an Asset Sale that was made pursuant to and in
compliance with Section 4.10(a) hereof or (2) a Specified Subsidiary Asset Sale
that was made pursuant to and in compliance with Section 4.10(b) hereof; (e) any
acquisition of Property solely in

                                    Indenture
                                    ---------

<PAGE>

                                     - 21 -

exchange for the issuance of Equity Interests (other than Disqualified Stock) of
the Company; and (f) the acquisition by a Receivables Entity in connection with
a Qualified Receivables Transaction of Equity Interests of a trust or other
Person established by such Receivables Entity to effect such Qualified
Receivables Transaction, and any other any Investment by the Company or a
Restricted Subsidiary of the Company in a Receivables Entity or any Investment
by a Receivables Entity in any other Person in connection with a Qualified
Receivables Transaction (so long as any such other Investment is in the form of
a note or other instrument that the Receivables Entity or other Person is
required to repay as soon as practicable from available cash collections less
amounts required to be established as reserves pursuant to contractual
agreements with entities that are not Affiliates of the Company entered into as
part of a Qualified Receivables Transaction), provided that the amount of
Investments pursuant to this clause (f) do not exceed, in the aggregate,
$5,000,000.

          "Permitted Liens" means:

          (a)  Liens to secure Indebtedness and other Obligations under any
     Working Capital Facility permitted to be Incurred under this Indenture;
     provided that (i) the aggregate principal amount of Indebtedness under all
     Working Capital Facilities secured by such Liens shall not exceed the
     amount of Indebtedness permitted to be Incurred pursuant to clause (a) of
     the second paragraph of Section 4.09 hereof and (ii) such Liens do not
     extend to the Property of or Equity Interests in GCUK or Global Marine or
     any of their respective Subsidiaries;

          (b)  Liens to secure Obligations under the Notes, the Note Guarantees
     and the Security Documents;

          (c)  Liens by any Subsidiary of the Company (other than GCUK and its
     Subsidiaries and Global Marine and its Subsidiaries) in favor of any Credit
     Party;

          (d)  Liens to secure the performance of statutory obligations, surety
     or appeal bonds, insurance premium financings, performance bonds or other
     obligations of a like nature in each case incurred in the ordinary course
     of business;

          (e)  Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded;
     provided that any reserve or other appropriate provision as shall be
     required in conformity with GAAP shall have been made therefor;

          (f)  Liens, pledges and deposits made in the ordinary course of
     business in connection with Employee Entitlements;

          (g)  Liens, pledges or deposits made to secure the performance of
     tenders, bids, leases, public or statutory obligations, sureties,
     indemnities, performance or

                                    Indenture
                                    ---------

<PAGE>

                                     - 22 -

     other similar bonds and other obligations of like nature incurred in the
     ordinary course of business (exclusive of obligations for the payment of
     borrowed money);

          (h)  zoning restrictions, servitudes, easements, rights-of-way,
     restrictions and other similar charges or encumbrances incurred in the
     ordinary course of business which, in the aggregate, do not materially
     detract from the value of the Property subject thereto or materially
     interfere with the ordinary conduct of the business of the Company or its
     Restricted Subsidiaries;

          (i)  Liens arising out of judgments or awards against or other court
     proceedings concerning the Company or any Restricted Subsidiary thereof
     with respect to which the Company or such Restricted Subsidiary is
     contesting in good faith or prosecuting an appeal or proceeding for review
     and, in each case, for which the Company or such Restricted Subsidiary, as
     the case may be, is maintaining adequate reserves in accordance with GAAP;

          (j)  Liens incurred in the ordinary course of business (including
     materialman's, mechanics', carriers', workmans' and repairmans' liens) of
     the Company or any of its Restricted Subsidiaries with respect to
     obligations that do not exceed $2,500,000 at any one time outstanding and
     that (i) are not incurred in connection with the borrowing of money or the
     obtaining of advances or credit (other than trade credits in the ordinary
     course of business) and (ii) do not in the aggregate materially detract
     from the value of the Property subject thereto or materially impair the use
     thereof in the operation of business by the Company or such Restricted
     Subsidiary;

          (k)  Liens securing Purchase Money Indebtedness referred to in clause
     (f) of the second paragraph of Section 4.09 hereof or in Section 4.13
     hereof; provided that the aggregate amount of Indebtedness entitled to the
     benefits of such Liens (including all Permitted Refinancing Indebtedness
     incurred to refund, refinance or replace any such Indebtedness) shall not
     exceed $50,000,000 at any time outstanding;

          (l)  Liens constituting any interest or title of a lessor, a licensor
     or either's creditors in the Property subject to any lease (other than a
     capital lease) or license;

          (m)  Liens arising in connection with a Qualified Receivables
     Transaction; provided that (i) the aggregate principal amount of
     Indebtedness secured by such Liens shall not exceed the amount of
     Indebtedness permitted to be Incurred in connection therewith pursuant to
     clause (b) of the second paragraph of Section 4.09 hereof and (ii) such
     Liens do not extend to the Property of or Equity Interests in the Company
     or any Restricted Subsidiary other than the respective Receivables being
     acquired and, if the purchaser thereof is a Receivables Entity, the Equity
     Interests in such Receivables Entity;

                                    Indenture
                                    ---------

<PAGE>

                                     - 23 -

          (n)  Liens existing on September 30, 2002 that are in existence on the
     Issue Date;

          (o)  Liens in respect of Capital Lease Obligations not to exceed
     $25,000,000 and incurred after September 30, 2002 and prior to the Issue
     Date; and

          (p)  extensions, renewals or replacements of any Lien referred to in
     clauses (a) through (o) above; provided that the principal amount of the
     obligation secured thereby is not increased and that any such extension,
     renewal or replacement is limited to the property originally encumbered
     thereby.

          For purposes hereof, any Liens Incurred by the Company or any of its
Restricted Subsidiaries subsequent to September 30, 2002 (other than Liens
described in clause (o) above) shall be deemed to have been Incurred on the
Issue Date (and, to the extent that such Liens would not have been permitted to
have been Incurred at such time, the Company shall be deemed to be in breach of
Section 4.12 hereof).

          "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (a) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith); (b) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (c) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and is expressly
subordinated in right of payment to, the Notes and Note Guarantees on terms at
least as favorable to the Holders of the Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (d) such Indebtedness is Incurred either by the
Company or the Restricted Subsidiary thereof who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
and (e) such Indebtedness is not entitled to the benefits of any Liens upon any
Property of the Company or any Restricted Subsidiary except to the extent of
Liens on Property that constituted collateral security for the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

          "Person" means any individual, corporation, partnership, joint
venture, limited liability company, incorporated or unincorporated association,
joint-stock

                                    Indenture
                                    ---------

<PAGE>

                                     - 24 -

company, trust, unincorporated organization or government or other agency or
political subdivision thereof or other entity of any kind.

          "Plan" has the meaning provided in the recitals hereto.

          "Possessory Collateral" means any Shared Collateral consisting of a
security (as defined in the Uniform Commercial Code) evidenced by a security
certificate (as so defined), negotiable documents, instruments, tangible chattel
paper and any Shared Collateral in which a Lien may, under applicable law, only
be perfected through physical possession by the secured party or any agent
therefor of an instrument or other document evidencing such Shared Collateral.

          "Preferred Stock," of any Person, means Capital Stock of such Person
of any class or series (however designated) that ranks prior, as to payment of
dividends or as to the distribution of Property upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class or series of such Person.

          "Property" means any interest in any rights, assets or property of any
kind whatsoever (including all cash, Cash Equivalents, Receivables and Equity
Interests), whether real, personal or mixed and whether tangible or intangible,
whether now existing or hereafter arising and wherever located.

          "Purchase Money Indebtedness" means Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case Incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the business
of the Company or a Restricted Subsidiary thereof.

          "Qualified Cash Equivalents" means (a) U.S. Dollars, Euros, English
Pounds Sterling and Swiss Francs, (b) securities issued or directly and fully
guaranteed or insured by the government, or any agency or instrumentality, of
the United States, France, Germany, Switzerland or the United Kingdom (each, a
"Qualified Country"), provided that the full faith and credit of such Qualified
Country is pledged in support thereof, having maturities of not more than 90
days from the date of acquisition, (c) certificates of deposit and eurodollar
time deposits with maturities of 90 days or less from the date of acquisition,
bankers' acceptances with maturities not exceeding 90 days and overnight bank
deposits, in each case with any commercial bank organized under the law of a
Qualified Country, having capital and surplus in excess of $500,000,000 (or the
equivalent thereof in any other currency), and whose long-term debt is rated A-3
or A- or higher or, with respect to Switzerland or any country in the European
Union, and Aa2 or AA or higher according to Moody's or S&P, and denominated in
U.S. Dollars, Euros or English Pounds Sterling, (d) repurchase obligations with
a term of not more than seven days for underlying securities of the types
described in the preceding clauses (b) and (c) entered into with any financial
institution meeting the qualifications specified in the preceding clause (c),
(e) commercial paper having the highest rating obtainable from

                                    Indenture
                                    ---------

<PAGE>

                                     - 25 -

Moody's or S&P and in each case maturing within 90 days after the date of
acquisition, issued by a corporation organized under the law of a Qualified
Country and denominated in U.S. Dollars, Euros or English Pounds Sterling and
(f) money market funds at least 95% of the assets of which constitute Qualified
Cash Equivalents of the types and maturities described in the preceding clauses
(b) through (d).

          "Qualified GCUK Asset Sale" means a sale of all or substantially all
of the assets or Equity Interests of GCUK and its Subsidiaries to, or a merger
of GCUK with, a Person who is not an Affiliate of the Company, in any case so
long as (a) the Company, directly or indirectly, owns greater than 50%, in the
case of a non-public entity, or 35%, in the case of a public entity, of the
Voting Stock of such Person (measured by voting power rather than number of
shares) immediately following such sale or merger and (b) the aggregate net
amount of Investments made by the Company and its Restricted Subsidiaries in
GCUK and its Subsidiaries, and Property transferred by the Company and its
Restricted Subsidiaries to GCUK and its Subsidiaries, after September 30, 2002
and prior to the date upon which such sale or merger shall occur (if, as a
result of such sale or merger, none of GCUK or any of its Subsidiaries is any
longer a Credit Party hereunder) shall not exceed $5,000,000; provided that such
$5,000,000 limit shall not be applicable to Investments in cash made to GCUK and
its Subsidiaries in the ordinary course of business to finance working capital
needs of GCUK and its Subsidiaries, or to finance capital expenditures of GCUK
and its Subsidiaries with respect to businesses conducted by GCUK and its
Subsidiaries on the Issue Date.

          "Qualified Internet Site" means Intralinks or any other similar
internet web site that (i) enables a Holder to access such site without charge
and (ii) provides e-mail notification to each Holder upon any posting to such
site.

          "Qualified Lien Release" means any release by the Trustee or the
Belgian Floating Charge Lienholder under any Security Document covering
Collateral in any jurisdiction, which release satisfies the following
conditions: (a) it is necessary in order to permit a Working Capital Facility to
have the benefits of a senior Lien on such Collateral that the Lien in favor of
such Working Capital Facility be recorded prior in time to the Lien in favor of
the Trustee or the Belgian Floating Charge Lienholder, as applicable, under such
Security Documents, (b) at the time that such Lien in favor of such Working
Capital Facility is to be created, the Trustee or the Belgian Floating Charge
Lienholder, as applicable, already has a Lien on such Collateral, (c) the Issuer
requests that the Trustee or the Belgian Floating Charge Lienholder, as
applicable, release its Lien on such Collateral, (d) immediately following such
release, such Lien in favor of the Working Capital Facility is recorded and (e)
immediately following the recordation of such Lien in favor of the Working
Capital Facility, a Lien in favor of the Trustee or the Belgian Floating Charge
Lienholder, as applicable, is recorded that is substantively equivalent to the
Lien in favor of the Trustee or the Belgian Floating Charge Lienholder, as
applicable, that was released, so that the Trustee or the Belgian Floating
Charge Lienholder, as applicable, is restored to the benefits of the Lien it
enjoyed prior to such release (but for the fact that its restored Lien is now
junior to such Working Capital Facility). As a condition to any such release of
Collateral by the Trustee or the Belgian

                                    Indenture
                                    ---------

<PAGE>

                                     - 26 -

Floating Charge Lienholder hereunder, the Trustee shall have been requested to
authorize such release pursuant to an Issuer Order, accompanied by an Opinion of
Counsel, to the effect that each of the conditions set forth in clauses (a)
through (e) above have been (or immediately following such release, will be)
satisfied.

          "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells,
conveys or otherwise transfers to (i) a Receivables Entity (in the case of a
transfer by the Company or any of its Restricted Subsidiaries) or (ii) any other
Person (in the case of a sale, conveyance, transfer or grant of a security
interest by a Receivables Entity) any Receivables (whether now existing or
hereafter arising) of the Company or any of its Restricted Subsidiaries.

          "Qualified Restricted Subsidiary" means any Restricted Subsidiary of
the Company (other than a Restricted Subsidiary, or any successor thereto, that
is a Restricted Subsidiary of the Company on the Issue Date) that (a) becomes a
Restricted Subsidiary of the Company engaged in a Permitted Business after the
Issue Date as a result of a Restricted Investment by the Company in compliance
with Section 4.07 hereof and (b) as to which

          (1)  the Company makes all commercially reasonable efforts to comply
     with the first paragraph of Section 4.19 hereof but, notwithstanding such
     efforts, is unable to so comply and

          (2)  the Company delivers to the Trustee and each of the Holders
     (including each Beneficial Owner of the Notes to the extent practicable),
     at the Company's expense, a resolution of the Board of Directors of the
     Company set forth in an Officers' Certificate certifying that (A) such
     Restricted Investment (or, as applicable, Qualified GCUK Asset Sale) has
     been approved by the Board of Directors of the Company (including a
     majority of the disinterested members of such Board of Directors) and (B)
     the Board of Directors of the Company (after having taken advice on the
     Restricted Investment from an Independent accounting, appraisal or
     investment banking firm or firms of recognized national standing in the
     United States) in good faith determines that such Restricted Investment
     (or, as applicable, Qualified GCUK Asset Sale) will not result in any
     decline in value of the Collateral (including the equity thereof)
     represented by such Restricted Subsidiary (including, as applicable, GCUK
     and its Subsidiaries) and will not result in a decline in the market value
     of the Notes;

it being understood that, if the Company does not comply with sub-clause (2)
above, the Company shall be required to comply with the requirements of the
first paragraph of Section 4.19 hereof.

          "Receivables" means all accounts receivable of the Company or any
Restricted Subsidiary arising out of the sale of inventory, or capacity on any
cable or fiber system owned, controlled or operated by the Company or any
Restricted Subsidiary

                                    Indenture
                                    ---------

<PAGE>

                                     - 27 -

thereof or of telecommunications capacity or transmission rights acquired by the
Company or any Restricted Subsidiary thereof, or the provision of services by
the Company or any of its Restricted Subsidiaries, in each case, in the ordinary
course of business, together with any assets related thereto including all
collateral securing such accounts receivable, all contracts and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets which are customarily transferred or in
respect of which security interests are customarily granted in connection with
asset securitization transactions involving accounts receivable and including
VAT and similar refunds.

          "Receivables Entity" means a Subsidiary of the Company, or any other
Person, organized for the purpose of the factoring or securitization of
Receivables, that engages in no activities other than in connection with the
financing of Receivables and which is designated by the Board of Directors of
the Company (as provided below) as a Receivables Entity (a) no portion of the
Indebtedness or any other Obligations (contingent or otherwise) of which (i) is
guaranteed by the Company or any Subsidiary of the Company (excluding Guarantees
of Obligations, other than the principal of, premium, if any, and interest on,
Indebtedness, pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction), (ii) is recourse to or obligates the Company or any
Restricted Subsidiary of the Company in any way other than pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction or (iii) subjects any property or asset of the Company or any
Restricted Subsidiary of the Company (other than Receivables), directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction, (b) with which neither the Company nor any Restricted Subsidiary of
the Company has any material contract, agreement, arrangement or understanding
other than on terms no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing Receivables and (c) with which neither the
Company nor any Restricted Subsidiary of the Company has any obligation to
maintain or preserve such Subsidiary's or other Person's financial condition or
cause such Subsidiary or other Person to achieve certain levels of operating
results. Any such designation by the Board of Directors of the Company will be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

          "Record Date" means (a) for the interest payable (i) on any Interest
Payment Date, the May 1 or November 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date and (ii) on the date of
the Stated Maturity of the Notes, the day (whether or not a Business Day)
immediately preceding such date and (b) for the interest payable on any other
date or for any other purpose, the date specified as such in accordance with the
terms of this Indenture.

                                    Indenture
                                    ---------

<PAGE>

                                     - 28 -

          "Reference Period" means, as of any date of determination, the period
of four complete fiscal quarters ending prior to such date of determination for
which financial statements of the Company are available, or such fewer number of
complete fiscal quarters as have lapsed subsequent to the Issue Date for which
such financial statements are available.

          "Responsible Officer", when used with respect to the Trustee, means
(i) any officer of the Trustee with direct responsibility for the administration
of this Indenture, (ii) any authorized officer within the Corporate Trust Office
(or any successor group of the Trustee), (iii) any other authorized officer of
the Trustee customarily performing functions similar to those performed by any
of the aforementioned officers, and (iv) also means, with respect to a
particular corporate trust matter, any other authorized officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary.

          "RNSA" means the Replacement Network Services Agreement dated July 2,
2002 between Global Crossing Limited, GCUK Telecom and Camelot, (as amended but
without giving effect to any amendments subsequent to the Issue Date that expand
the scope of the collateral thereunder or obligations secured thereby).

          "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.

          "Schemes of Arrangement" has the meaning provided in the recitals
hereto.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Security Documents" means, collectively, the Global Security
Agreement, the Affiliate Subordination Agreement and each security agreement,
pledge agreement, assignment, mortgage or other similar instrument or document
entered into or delivered pursuant to the Global Security Agreement or pursuant
to Article VI hereof, in each case as the same shall be modified and
supplemented and in effect from time to time.

                                    Indenture
                                    ---------

<PAGE>

                                     - 29 -

          "Shared Collateral" means all Collateral other than the Indenture
Exclusive Collateral; provided that in no event shall the Shared Collateral
include any Excluded Collateral.

          "Specified Subsidiary Asset Sale" means the sale, lease, conveyance or
other disposition (including any dividend or distribution) of any Property of,
and including the issuance of Equity Interests by, any of GCUK or its
Subsidiaries (including any Qualified GCUK Asset Sale) or Global Marine or its
Subsidiaries, or the sale of Equity Interests in GCUK (including any Qualified
GCUK Asset Sale) or Global Marine or any of their respective Subsidiaries, in
the case of any of the preceding, whether in a single transaction or a series of
related transactions (x) that have a Fair Market Value in excess of $500,000 or
(y) for consideration having a Fair Market Value in excess of $500,000.
Notwithstanding the foregoing, the following items will not be deemed to be
Specified Subsidiary Asset Sales:

          (a)  (i) sales of inventory in the ordinary course of business
     and (ii) any sale, lease, transfer, conveyance or other disposition of
     capacity on any cable or fiber system owned, controlled or operated by
     GCUK, Global Marine or any of their respective Subsidiaries or of
     telecommunications capacity or transmission rights acquired by GCUK, Global
     Marine or any of their respective Subsidiaries, in each case in the
     ordinary course of business; provided that, any sale, lease, conveyance or
     other disposition of capacity on any such cable or fiber system, or of any
     such telecommunications capacity or transmission rights, shall not be
     considered to be in the ordinary course of business for purposes hereof if,
     after giving effect to such sale, GCUK and its Subsidiaries, or Global
     Marine and its Subsidiaries, as applicable, no longer operate and control
     the cable or fiber system of which such capacity or rights is a part;

          (b)  a sale, transfer or conveyance of Property by GCUK to any of its
     Wholly Owned Subsidiaries that is a Credit Party or by any of its
     Subsidiaries to GCUK or to another Wholly Owned Subsidiary of GCUK that is
     a Credit Party, and a sale, transfer or conveyance of Property by Global
     Marine to any of its Wholly Owned Subsidiaries that is a Credit Party or by
     any of its Subsidiaries to Global Marine or to a Wholly Owned Subsidiary of
     Global Marine that is a Credit Party;

          (c)  an issuance of Equity Interests to (x) GCUK or a Wholly Owned
     Subsidiary of GCUK that is a Credit Party by a Subsidiary of GCUK or (y)
     Global Marine or a Wholly Owned Subsidiary of Global Marine that is a
     Credit Party by a Subsidiary of Global Marine;

          (d)  a Restricted Payment that is permitted by Section 4.07 hereof,
     other than (x) a Restricted Payment (or any dividend or distribution) by
     GCUK or any of its Subsidiaries to or in the Company or any of the
     Subsidiaries of the Company other than GCUK and its Subsidiaries or (y) a
     Restricted Payment (or any dividend or distribution) by Global Marine or
     any of its Subsidiaries to or in

                                    Indenture
                                    ---------

<PAGE>

                                     - 30 -

     the Company or any of the Subsidiaries of the Company other than Global
     Marine and its Subsidiaries;

          (e)  the sale or other disposition of cash or Cash Equivalents;

          (f)  a disposition of obsolete or worn-out equipment or equipment that
     is no longer useful in the conduct of the business of GCUK and its
     Subsidiaries, or Global Marine and its Subsidiaries, as applicable, and
     that is disposed of in the ordinary course of business.

          Notwithstanding anything to the contrary in this definition of
"Specified Subsidiary Asset Sale," the sale of all or substantially all of the
assets or Equity Interests of GCUK or any of its Subsidiaries (including
pursuant to a Qualified GCUK Asset Sale) or Global Marine or any of its
Subsidiaries, in any case in one transaction or a series of related
transactions, shall constitute a "Specified Subsidiary Asset Sale."

          "Specified Subsidiary Asset Sale Proceeds Account" means an account
established and maintained by the Trustee under this Indenture into which
proceeds of Specified Subsidiary Asset Sales hereunder are to be deposited from
time to time in accordance with the provisions of this Indenture.

          "Specified Subsidiary Casualty Event" means any Casualty Event with
respect to any Property of GCUK, Global Marine or any of their respective
Subsidiaries.

          "Specified Subsidiary Casualty Event Proceeds Account" means an
account established and maintained by the Trustee under this Indenture into
which proceeds of Specified Subsidiary Casualty Events hereunder are to be
deposited from time to time in accordance with the provisions of this Indenture.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

          "Subsidiary" means, with respect to any Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

                                    Indenture
                                    ---------

<PAGE>

                                     - 31 -

          "Successor Entity" means any Person which, as a result of a Person
converting into, or merging, consolidating or amalgamating with or into, or
selling, assigning, transferring or conveying all or substantially all of its
Property to, or being liquidated into, such Person, succeeds to the interests of
such Person.

          "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended (15 U.S. Code 77aaa-77bbb), as in effect from time to time until this
Indenture is qualified under the Trust Indenture Act and, after such
qualification, means such Act as in effect on the date of such qualification,
except as provided in Section 10.06 hereof, provided that in the event the Trust
Indenture Act of 1939 is amended after such date, "TIA" or "Trust Indenture Act"
means, to the extent required by any such amendments, the Trust Indenture of
1939 as so amended.

          "Trust Moneys" has the meaning provided in Section 9.01 hereof.

          "Trustee" means the party named as such in the preamble hereto until a
successor replaces it in accordance with the provisions of Sections 8.08 and
8.09 hereof, and, thereafter, such term means such successor.

          "Uniform Commercial Code" means the Uniform Commercial Code as in
effect from time to time in the State of New York.

          "Unrestricted Subsidiary" means any Subsidiary of the Company that is
a Receivables Entity and that is designated by the Board of Directors of the
Company as an "Unrestricted Subsidiary" pursuant to a Board Resolution of the
Company, but only to the extent that: (a) such Subsidiary has no Indebtedness
other than Non-Recourse Debt; (b) such Subsidiary does not own any Equity
Interest in any Material Subsidiary; (c) neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation to maintain or
preserve the financial condition of such Subsidiary or to cause such Subsidiary
to achieve any specified levels of operating results; and (d) such Subsidiary
has not Guaranteed or otherwise directly or indirectly provided credit support
for any Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that, notwithstanding the foregoing, any Restricted Subsidiary that
sells Receivables to an Unrestricted Subsidiary that is a Receivables Entity
shall be allowed to provide such representations, warranties, covenants and
indemnities as are customarily required in such transactions so long as no such
representations, warranties, covenants or indemnities constitute a Guarantee of
payment or recourse against credit losses.

          If, at any time, any Subsidiary that is a Receivables Entity
designated as an "Unrestricted Subsidiary" would fail to meet the foregoing
requirements (other than by reason of such Subsidiary no longer being a
Subsidiary of the Company), then such Subsidiary shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and all Indebtedness of
such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the
Company as of such date (and, if Indebtedness is not permitted to be Incurred as
of such date, the Company shall be in default hereunder).

          "U.S. Debtors" has the meaning provided in the recitals hereto.

                                    Indenture
                                    ---------

<PAGE>

                                     - 32 -

          "U.S. Dollars" or the sign "$" means the currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts.

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

          "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

          "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person.

          "Working Capital Facility" means, any facility entered into by the
Issuer, as borrower, and one or more of the Guarantors as guarantors, with one
or more banks or other institutional lenders who are not Affiliates of the
Company providing for (a) the making of revolving credit loans or advances to
the Issuer and/or (b) the issuance of letters of credit for the account of the
Issuer, each as amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time; provided that such term shall
not include (i) any facility or agreement in respect of a Qualified Receivables
Transaction and (ii) any financing arrangements and agreements permitted under
clauses (d) through (j) and (l) of Section 4.09 hereof.

          "Working Capital Facility Limit" means, at any time, (a) $150,000,000
minus (b) the sum of (i) the aggregate amount of any Net Cash Proceeds of an
Asset Sale applied by the Company or any of its Restricted Subsidiaries to the
payment of any amount outstanding under any Working Capital Facility (whether or
not resulting in a related reduction in commitments to extend credit thereunder)
and (ii) the aggregate payments of principal of the Working Capital Facilities
made from the proceeds of Shared Collateral either following a default in
payment under any Working Capital

                                    Indenture
                                    ---------

<PAGE>

                                     - 33 -

Facility or the foreclosure or other exercise or remedies by the lenders (or the
agent therefor) under any Working Capital Facility in respect of any Lien
therein.

          SECTION 1.02.  Other Definitions.
                         -----------------

                                   Defined in
Term                                Section
--------------------------------   ----------

"Affiliate Transaction"                  4.11
"Asset Sale Offer"                       4.10
"Authorized Agent"                      12.15
"Change of Control Offer"                4.15
"Change of Control Payment"              4.15
"Change of Control Payment Date"         4.15
"Designated Holder"                      4.04
"Event of Default"                       7.01
"Excess Proceeds"                        4.10
"Indemnified Parties"                   12.17
"Judgment Currency"                     12.17
"Offer Amount"                           3.09
"Offer Period"                           3.09
"Paying Agent"                           2.03
"Purchase Date"                          3.09
"Registrar"                              2.03
"Restricted Payments"                    4.07
"Restrictive Legend"                     2.05

          SECTION 1.03.  Trust Indenture Act Definitions.
                         -------------------------------

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following
meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder of a Note;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" means a Credit Party.

                                    Indenture
                                    ---------

<PAGE>

                                     - 34 -

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

          SECTION 1.04.  Rules of Construction.
                         ---------------------

          Unless the context otherwise requires:

               (1)  a term has the meaning assigned to it in this Indenture;

               (2)  an accounting term not otherwise defined herein has the
                    meaning assigned to it in accordance with GAAP;

               (3)  "or" is not exclusive;

               (4)  words in the singular include the plural and words in the
                    plural include the singular;

               (5)  provisions apply to successive events and transactions;

               (6)  "herein," "hereof," "hereunder" and other words of similar
                    import refer to this Indenture as a whole and not to any
                    particular Article, Section or other subdivision;

               (7)  all ratios and computations based on GAAP contained in this
                    Indenture shall be computed in accordance with the
                    definition of GAAP set forth above;

               (8)  "including" means "including without limitation"; and

               (9)  all references to "Sections" or "Articles" refer to Sections
                    or Articles of this Indenture unless otherwise indicated.

                              ARTICLE II THE NOTES

          SECTION 2.01.  Form and Dating.
                         ---------------

          (a)  Form of Notes. The Notes and the Trustee's certificate of
authentication, except as otherwise provided in this Indenture, shall be
substantially in the form of Exhibit A hereto which is hereby incorporated in
and expressly made a part of this Indenture with the applicable securities
legends. The Notes may have notations, legends or endorsements required by law,
stock exchange rules or agreements to which the Issuer is subject, if any, or
usage. The Issuer shall approve the form of the Notes and any notation, legend
or endorsement on the Notes. Each Note shall be dated the date of its
authentication.

                                    Indenture
                                    ---------

<PAGE>

                                     - 35 -

          (b)  Manner of Production. The certificates representing the Notes
shall be typed, printed, lithographed or engraved or produced by any combination
of these methods or may be produced in any other manner permitted by the rules
of any securities exchange on which the Notes may be listed, all as determined
by the Officers of the Issuer executing such Notes, as evidenced by their
execution of such Notes.

          (c)  Sales of Notes. The Notes will be offered and sold initially in a
transaction not subject to the registration requirements of the Securities Act
or any other applicable securities law and, accordingly, may not be sold or
otherwise transferred under any circumstances that would result in a violation
of the registration requirements of the Securities Act or such other law.

          SECTION 2.02.  Execution, Authentication and Denominations.
                         -------------------------------------------

          (a)  Execution. Two Officers shall execute the Notes for the Issuer by
facsimile or manual signature in the name and on behalf of the Issuer. The seal
of the Issuer, if any, shall be reproduced on the Notes. If an Officer whose
signature is on a Note no longer holds that office at the time the Trustee or
authenticating agent authenticates the Note, the Note shall be valid
nevertheless.

          (b)  Issuance of Notes. The Trustee or any duly appointed
authenticating agent shall authenticate and deliver Notes upon receipt of an
Issuer Order and an Officers' Certificate and, if so requested by the Trustee,
an Opinion of Counsel of the Issuer or the Company that it may reasonably
request in connection with such authentication of Notes. Such Issuer Order shall
specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated. Unless otherwise specified in
such Issuer Order, the Notes shall be issued as Global Notes. On the date
hereof, the aggregate principal amount of Notes outstanding shall equal
$200,000,000, and the aggregate principal amount of Notes outstanding at any
time thereafter shall not exceed said amount, except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 2.05, 2.06, 2.07 or 2.08 hereof.

          (c)  Authentication Agents. The Trustee may appoint an authenticating
agent to authenticate Notes. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such authenticating agent. An authenticating agent has the
same rights as an Agent to deal with the Issuer or an Affiliate of the Issuer.

          (d)  Certificates of Authentication. A Note shall not be valid until
the Trustee or any duly appointed authenticating agent manually signs the
certificate of authentication on the Note. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

                                    Indenture
                                    ---------

<PAGE>

                                     - 36 -

          (e)  Global Notes. Unless otherwise specified in an Issuer Order as
contemplated by Section 2.02(b) hereof, the Notes shall be issued in the form of
Global Notes, and the Depository thereof shall initially be the Depository Trust
Company or any successor thereof.

          (f)  Denominations. The Notes shall be issuable only in fully
registered form, without coupons, in minimum denominations of one U.S. Dollar
($1.00).

          SECTION 2.03.  Registrar and Paying Agent.
                         --------------------------

          (a)  Registrar. The Issuer shall maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (the
"Registrar") and, through the Trustee as provided in Section 2.03(d) hereof, an
office or agency where Notes may be presented for payment (the "Paying Agent").
The Registrar shall keep a register of the Notes and of their transfer and
exchange (the "Note Register"). The Note Register shall be kept for both the
Global Notes and Definitive Notes and shall record (at minimum) information
relating to the names and addresses of the transferor and transferee of any
Notes transferred or exchanged, the amount so transferred or exchanged, the date
or dates of such transfer or exchange, any payments made with respect to the
Notes and any other information the Registrar reasonably deems appropriate. The
Issuer may have one or more co-registrars and one or more additional Paying
Agents. The term "Paying Agent" includes any additional paying agents.

          (b)  Agents. The Issuer shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture which shall incorporate
the terms of the TIA, to the extent required under the TIA. Such agreement shall
implement the provisions of this Indenture that relate to such Agent. The Issuer
shall give prompt written notice to the Trustee of the name and address of any
such Agent and any change in the address of such Agent. If the Issuer fails to
maintain a Registrar and/or Paying Agent, the Trustee shall act as such
Registrar, Paying Agent and/or agent for service of notices and demands. The
Issuer may remove any Agent upon written notice to such Agent and the Trustee;
provided that no such removal shall become effective until (i) the acceptance of
an appointment by a successor Agent to such Agent as evidenced by an appropriate
agency agreement entered into by the Issuer and such successor Agent and
delivered to the Trustee or (ii) notification to the Trustee that the Trustee
shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso. None of the Company, any Subsidiary
of the Company or any Affiliate of any of them may act as Paying Agent,
Registrar or co-registrar.

          (c)  Initial Appointments. The Issuer initially appoints the Trustee
as Registrar and Paying Agent. If, at any time, the Trustee is not the
Registrar, the Registrar shall make available to the Trustee, on or before each
Interest Payment Date and at such other times as the Trustee may reasonably
request, the names and addresses of the Holders as they appear in the Note
Register.

                                    Indenture
                                    ---------

<PAGE>

                                     - 37 -

          (d)  Trustee to Act as Paying Agent. Notwithstanding anything to the
contrary herein, the Trustee shall at all times act as the Paying Agent
hereunder (although the Trustee may appoint one or more additional Paying
Agents).

          SECTION 2.04.  Paying Agent to Hold Money in Trust.
                         -----------------------------------

          Prior to 3:00 p.m., New York City time, on the Business Day
immediately preceding each due date of the principal, premium, if any, and
interest on any Notes, the Issuer shall deposit with the Paying Agent money in
immediately available funds sufficient to pay such principal, premium, if any,
and interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium, if any, or interest, if any,
and (unless such Paying Agent is the Trustee) the Issuer will promptly notify
the Trustee of such action or any failure so to act.

          The Issuer will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 2.04,
that such Paying Agent will:

          (a)  hold all sums held by it for the payment of the principal of,
     premium, if any, or interest on Notes in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

          (b)  give the Trustee notice of any default by the Issuer (or any
     other obligor upon the Notes) in the making of any payment of principal,
     premium, if any, or interest, if any;

          (c)  at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent; and

          (d)  acknowledge, accept and agree to comply in all respects with the
     provisions of this Indenture relating to the duties, rights and obligations
     of such Paying Agent.

          The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Issuer or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Issuer or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

          Any money deposited with the Trustee or any Paying Agent and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Issuer at the request of the Issuer,
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the

                                    Indenture
                                    ---------

<PAGE>

                                     - 38 -

Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided that the
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense of the Issuer cause notice to be promptly sent to each
Holder that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
notification, any unclaimed balance of such money then remaining will be repaid
to the Issuer.

          SECTION 2.05.  Transfer and Exchange.
                         ---------------------

          (a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Issuer for Definitive Notes (i) in whole if the Issuer delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuer within 120 days after the date of such notice from the Depositary, (ii)
in whole if the Company in its sole discretion determines that Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee, (iii) in part with respect to the
portion thereof attributable to the requesting Holder at any time at the request
of such Holder or (iv) in part at the request of the Depositary on behalf of any
holder of a beneficial interest in a Global Note. Upon the occurrence of any of
the events in the preceding clause (i), (ii), (iii) or (iv), Definitive Notes
shall be issued in such names and in such amounts, as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in this Section 2.05 and Sections 2.06 and 2.08 hereof.
Every Note authenticated and made available for delivery in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to this Section 2.05 or
Section 2.06 or 2.08 hereof, shall be authenticated and, except as provided in
the second sentence of this Section 2.05(a), be made available for delivery in
the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.05(a); provided that
beneficial interests in a Global Note may be transferred and exchanged
consistent with the provisions hereof.

          (b)  Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. If the beneficial interest in the
Global Note to be transferred or exchanged is in a Global Note required to bear
the Restricted Legend, such Person's request shall provide that such Notes are
being transferred or exchanged pursuant to an effective registration statement
under the Securities Act or pursuant to clause (i) or (ii) below, and are
accompanied by the following additional information and documents, as
applicable:

                                    Indenture
                                    ---------

<PAGE>

                                     - 39 -

          (i)   if such beneficial interest is being transferred to the Person
     designated by DTC as being the beneficial owner, a certification from such
     Person that such Person is the beneficial owner; or

          (ii)  if such beneficial interest is being transferred pursuant to an
     exemption from registration in reliance upon an exemption from the
     requirements of the Securities Act: (A) a certification to that effect and
     which sets forth the applicable exemption and (B) if the Issuer so
     requests, an opinion of counsel and other evidence reasonably satisfactory
     to it to the effect that such transfer is in compliance with the Securities
     Act and as to compliance with the restrictions set forth in the legend set
     forth in Section 2.06(d)(ii) hereof.

          (c)  Transfer and Exchange of Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder's compliance with the provisions of
this Section 2.05(c), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. If such Definitive Notes are required to bear the
Restricted Legend, such Holder's request shall provide that such Notes are being
transferred or exchanged pursuant to an effective registration statement under
the Securities Act or pursuant to clause (i), (ii) or (iii) below, and are
accompanied by the following additional information and documents, as
applicable:

          (i)   if such Definitive Notes are being delivered to the Registrar
     by a Holder for registration in the name of such Holder, without transfer,
     a certification from such Holder to that effect; or

          (ii)  if such Definitive Notes are being transferred to the Issuer, a
     certification to that effect; or

          (iii) if such Definitive Notes are being transferred pursuant to an
     exemption from registration in reliance upon an exemption from the
     requirements of the Securities Act: (A) a certification to that effect and
     (B) if the Issuer so requests, an opinion of counsel and other evidence
     reasonably satisfactory to it to the effect that such transfer is in
     compliance with the Securities Act and as to compliance with the
     restrictions set forth in the legend set forth in Section 2.06(d)(ii)
     hereof.

          (d)  Legends.

          (i)   Each Global Note shall bear a legend in substantially the
     following form (the "Global Note Legend"):

          "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
          YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
          TRANSFER, EXCHANGE

                                    Indenture
                                    ---------

<PAGE>

                                     - 40 -

          OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
          CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
          SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED, IF IN WHOLE, BUT NOT
          IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
          SUCCESSOR'S NOMINEE AND, IF IN PART, TO TRANSFERS MADE IN ACCORDANCE
          WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
          REVERSE HEREOF."

          (ii)  Each Note shall, except as otherwise provided in this Indenture,
     bear a legend in substantially the following form (the "Restrictive
     Legend"):

          "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW AND,
          ACCORDINGLY, MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNDER THE
          CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF THE REGISTRATION
          REQUIREMENTS OF SAID ACT OR SUCH OTHER LAW."

          (e)  Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.09 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note, by the Trustee or by the Depositary at the direction of the
Trustee, to reflect such reduction. At any time prior to such cancellation,
subject to Section 2.05(c) hereof, if any Definitive Note is exchanged for or
transferred to a Person who will take delivery in the form of a beneficial
interest in a Global Note, the principal amount of Notes represented by such
Global Note shall be increased accordingly and an endorsement shall be made on
such Global Note, by the Trustee or by the Depositary at the direction of the
Trustee, to reflect such increase.

                                    Indenture
                                    ---------

<PAGE>

                                     - 41 -

Transfers or exchanges of Definitive Notes for beneficial interests in Global
Notes may only be affected pursuant to Applicable Procedures.

          (f)  General Provisions Relating to Transfers and Exchanges.

          (i)   To permit registrations of transfers and exchanges, the Issuer
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon receipt of an Issuer Order or at the Registrar's
     request.

          (ii)  No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, provided that the Issuer may require
     a payment of a sum sufficient to cover transfer tax, assessments, or
     similar governmental charges payable in connection therewith.

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note that is to be redeemed in whole or in part, except the
     unredeemed portion of any Note being redeemed in part.

          (iv)  All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall constitute the valid obligations of the Issuer, evidencing the same
     debt, and entitled to the same benefits under this Indenture, as the Global
     Notes or Definitive Notes surrendered upon such registration of transfer or
     exchange.

          (v)   Neither the Issuer nor the Registrar shall be required (A) to
     issue, to register the transfer of or to exchange Notes during a period
     beginning at the opening of business 15 days before the date of any
     redemption of Notes under Article III hereof and ending at the close of
     business on the date of such redemption or (B) to register the transfer of
     or to exchange a Note between a Record Date and the Interest Payment Date
     corresponding thereto.

          (vi)  Prior to due presentment for the registration of a transfer of
     any Note, the Issuer, the Trustee and any Agent may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of, premium, if any,
     and interest on such Notes and for all other purposes, and none of the
     Issuer, the Guarantors, the Trustee or any Agent shall be affected by
     notice to the contrary.

          (g)  Restrictive Legend and Removal of Legends. If Notes are issued
upon the transfer, exchange or replacement of Notes subject to restrictions on
transfer and bearing the Restrictive Legend set forth on the form of Note
attached hereto as Exhibit A, or if a request has been made to remove the
Restrictive Legend on a Note, the Note so issued shall bear the Restrictive
Legend, or the Restrictive Legend shall not be removed, as the case may be,
unless there is delivered to the Issuer and the Registrar satisfactory evidence,
which shall include an Opinion of Counsel, as may reasonably be required by

                                    Indenture
                                    ---------

<PAGE>

                                     - 42 -

the Company and the Registrar, that neither the Restrictive Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of the Securities Act, including, if
applicable, that such Note are not "restricted securities" within the meaning of
Rule 144 under the Securities Act and may be transferred pursuant to the
requirements of Rule 144 under the Securities Act. Upon (i) provision of such
satisfactory evidence, or (ii) notification by the Company to the Trustee and
the Registrar of the effectiveness of a registration statement with respect to
the Notes, the Trustee, upon the receipt of an Issuer Order, shall authenticate
and deliver a Note that does not bear the Restrictive Legend.

          SECTION 2.06.  Replacement Notes.
                         -----------------

          (a)  Mutilated Notes, Etc. If a mutilated Note is surrendered to the
Registrar or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note of like tenor in the absence of notice to the Issuer or the
Trustee that such Note has been acquired by a bona fide purchaser and if the
Holder satisfies any other reasonable requirements of the Trustee. If required
by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder
sufficient in the judgment of the Trustee and the Issuer to protect the Issuer
and the Trustee and any agent of the Issuer and the Trustee from any loss which
any of them may suffer if a Note is replaced. In case any such mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Issuer in its discretion may redeem such Note instead of issuing a
new Note in replacement thereof.

          (b)  Replacement Notes. Every replacement Note is an additional
obligation of the Issuer and shall be entitled to the benefits of this Indenture
and of the Security Documents.

          SECTION 2.07.  Outstanding Notes.
                         -----------------

          (a)  Outstanding Generally. Notes outstanding at any time shall
include all Notes that have been authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section 2.07 as not outstanding. If a Note is replaced pursuant to Section
2.06 hereof, it ceases to be outstanding unless and until the Trustee receives
proof satisfactory to it that the replaced Note is held by a bona fide
purchaser. If the Paying Agent separates and holds in trust, on a maturity date,
money sufficient to pay Notes on such date, then on and after such date, such
Notes cease to be outstanding hereunder and interest thereon shall cease to
accrue.

          (b)  Notes Held by Issuer or Affiliates. Subject to Section 7.07
hereof, a Note does not cease to be outstanding because the Issuer or one of its
Affiliates holds such Note, provided that in determining whether the Holders of
the requisite principal amount of the outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Issuer, any Credit Party or any other obligor upon the Notes shall
be disregarded and deemed not to be

                                    Indenture
                                    ---------

<PAGE>

                                     - 43 -

outstanding (in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which a Responsible Officer of the Trustee knows to be so
owned, as conclusively evidenced by the Note Register, shall be so disregarded).
Notes so owned which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is not
the Issuer or any other obligor upon the Notes.

          On the Issue Date, the Issuer shall furnish the Trustee with an
Officers' Certificate certifying the names of all Subsidiaries of the Company.
The Issuer shall update such information from time to time by further Officers'
Certificates delivered promptly, after each request therefor from the Trustee.
The Trustee may conclusively rely on the most recent such Officers' Certificate
received by it.

          To the extent of any inconsistency between the TIA and the provisions
of this Section 2.07 the provisions of the TIA shall be controlling.

          SECTION 2.08.  Temporary Notes.
                         ---------------

          Until definitive Notes are ready for delivery, the Issuer may prepare
and the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have insertions,
substitutions, omissions and other variations determined to be appropriate by
the Officers of the Issuer executing the temporary Notes, as evidenced by their
execution of such temporary Notes. If temporary Notes are issued, the Issuer
shall cause definitive Notes to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes shall be exchangeable
for definitive Notes upon surrender of the temporary Notes at the office or
agency of the Issuer designated for such purpose pursuant to Section 2.03
hereof, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Notes, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall be entitled to the same benefits under this Indenture as definitive
Notes.

          SECTION 2.09.  Cancellation.
                         ------------

          The Issuer at any time may deliver Notes to the Trustee for
cancellation (and shall deliver to the Trustee for cancellation any Notes
purchased by it pursuant to Section 4.10 or 4.15 hereof). The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee and no other Person shall cancel all
Notes surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of them in accordance with its normal procedure.
The Issuer may not issue new Notes to replace Notes it has paid in full or
delivered to the Trustee for cancellation.

                                    Indenture
                                    ---------

<PAGE>

                                     - 44 -

          SECTION 2.10.  CUSIP Numbers.
                         -------------

          The Issuer in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and the Trustee shall use CUSIP numbers in notices of
redemption or exchange as a convenience to Holders. Any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption or exchange and
that reliance may be placed only on the other identification numbers, if any,
printed on the Notes.

          SECTION 2.11.  Defaulted Interest.
                         ------------------

          If the Issuer defaults in a payment of interest on the Notes, it shall
pay or cause to be paid, or shall deposit or cause to be deposited with the
Paying Agent money in immediately available funds sufficient to pay, the
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent Special
Record Date. The Issuer shall fix or cause to be fixed any such Special Record
Date and payment date to the reasonable satisfaction of the Trustee and shall,
at least 15 days before the subsequent Special Record Date, mail to each Holder
and the Trustee a notice that states the Special Record Date, the payment date
and the amount of defaulted interest to be paid. A "Special Record Date", as
used in this Section 2.11 with respect to the payment of any defaulted interest,
shall mean the fifteenth day next preceding the date fixed by the Issuer for the
payment of defaulted interest, whether or not such day is a Business Day.

          SECTION 2.12.  Noteholder Lists.
                         ----------------

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Credit Parties shall furnish
to the Trustee, in writing at least five Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders.

          SECTION 2.13.  Communication By Holders with Other Holders.
                         -------------------------------------------

Pursuant to Section 312(b) of the TIA, Holders may communicate with other
Holders with respect to their rights under this Indenture or the Notes. The
Issuer, the Trustee, the Registrar and the Paying Agent shall be entitled to the
protections of Section 312(c) of the TIA.

                      ARTICLE III REDEMPTION AND PREPAYMENT

          SECTION 3.01.  Notices to Trustee.
                         ------------------

          If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof,
or is required to redeem Notes pursuant to Section 3.08 hereof, it shall furnish
to the Trustee, at least 30 days but not more than 60 days before the redemption
date, an Officers'

                                    Indenture
                                    ---------

<PAGE>

                                     - 45 -

Certificate setting forth (i) the provision of this Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.

          SECTION 3.02.  Selection of Notes to Be Redeemed.
                         ---------------------------------

          If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall redeem or purchase Notes, or
portions thereof, in such amounts as shall be necessary so that such redemption
or purchase is applied to the principal amount of the Notes on a pro rata basis.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

          SECTION 3.03.  Notice of Redemption.
                         --------------------

          At least 30 days but not more than 60 days before a redemption date,
the Issuer shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

          The notice shall identify the Notes to be redeemed and shall state:

          (a)  the redemption date;

          (b)  the redemption price;

          (c)  if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Note;

          (d)  the name and address of the Paying Agent;

          (e)  that Notes called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

          (f)  that, unless the Issuer defaults in making such redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the redemption date; and

          (g)  the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed.

          At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at its expense, provided that the Issuer
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

                                    Indenture
                                    ---------

<PAGE>

                                     - 46 -

          SECTION 3.04.  Effect of Notice of Redemption.
                         ------------------------------

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

          SECTION 3.05.  Deposit of Redemption Price.
                         ---------------------------

          Prior to 10 a.m. on the applicable redemption date, the Issuer shall,
to the extent sufficient funds are not already on deposit with the Trustee in
the Specified Subsidiary Asset Sale Proceeds Account, deposit with the Trustee
or with the Paying Agent U.S. Dollars sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date. The Trustee or
the Paying Agent shall promptly return to the Issuer any U.S. Dollars deposited
with the Trustee or the Paying Agent by the Issuer in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to
be redeemed.

          If the Issuer complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such Record Date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Issuer to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

          SECTION 3.06.  Notes Redeemed in Part.
                         ----------------------

          Upon surrender of a Note that is redeemed in part, the Issuer shall
issue and, upon the Issuer's written request, the Trustee shall authenticate for
the Holder at the expense of the Issuer a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.

          SECTION 3.07.  Optional Redemption.
                         -------------------

          The Issuer may at any time, and from time to time, at its option,
redeem the Notes in whole or in part, in a minimum aggregate redemption amount
of $5,000,000, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount of thereof, plus accrued
and unpaid interest thereon, if any, to the applicable redemption date (subject
to the right of Holders of record on the relevant interest Record Date to
receive interest due on the relevant Interest Payment Date). Any redemption
pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                    Indenture
                                    ---------

<PAGE>

                                     - 47 -

          SECTION 3.08.  Mandatory Redemption.
                         --------------------

          (a)  Specified Subsidiary Asset Sales. Except as provided in Section
3.08(b) hereof, in the event of one or more Specified Subsidiary Asset Sales,
the Company shall, upon receipt by the Company or the applicable Subsidiary of
the Net Cash Proceeds of such Specified Subsidiary Asset Sale, deposit, or cause
to be deposited, and thereafter retain, the entire amount of such Net Cash
Proceeds into the Specified Subsidiary Asset Sale Proceeds Account. Once the
aggregate amount of such Net Cash Proceeds shall exceed $5,000,000 or more then,
upon not less than 30 nor more than 60 days' notice (but in no event more than
70 days after such Specified Subsidiary Asset Sale), the Issuer shall instruct
the Trustee to use the Net Cash Proceeds then held in the Specified Subsidiary
Asset Sale Proceeds Account to redeem the maximum principal amount of the Notes
that may be redeemed out of such Net Cash Proceeds at a redemption price of 100%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the applicable redemption date (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date). Amounts so deposited into the Specified Subsidiary Asset
Sale Proceeds Account may not be withdrawn except to effect such redemption as
provided herein unless all Notes have been redeemed or otherwise paid in full in
cash or discharged in accordance with the provisions of this Indenture.

          (b)  Non-Cash Consideration. To the extent that the Company or any of
its Restricted Subsidiaries receive consideration as a result of or in
connection with a Specified Subsidiary Asset Sale that are not Net Cash Proceeds
thereof, such consideration shall become part of the Collateral and, with
respect to such consideration, the Issuer shall not be required to comply with
Section 3.08(a) hereof.

          (c)  General Redemption Provisions Applicable. Any redemption pursuant
to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof.

          SECTION 3.09.  Offer to Purchase by Application of Excess Proceeds.
                         ---------------------------------------------------

          In the event that, pursuant to Section 4.10(a) hereof, the Issuer
shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below.

          The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Issuer shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

                                    Indenture
                                    ---------

<PAGE>

                                     - 48 -

          If the Purchase Date is on or after a Record Date and on or before the
related Interest Payment Date, any accrued and unpaid interest shall be paid to
the Person in whose name a Note is registered at the close of business on such
Record Date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.

          Upon the commencement of an Asset Sale Offer, the Issuer shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

          (a)  that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10(a) hereof and the length of time the Asset Sale Offer
     shall remain open;

          (b)  the Offer Amount, the purchase price and the Purchase Date;

          (c)  that any Note not tendered or accepted for payment shall continue
     to accrue interest;

          (d)  that, unless the Issuer defaults in making such payment, any Note
     accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
     interest after the Purchase Date;

          (e)  that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Issuer, a Depositary,
     if appointed by the Issuer, or a Paying Agent at the address specified in
     the notice at least three days before the Purchase Date;

          (f)  that Holders shall be entitled to withdraw their election if the
     Issuer, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase, and a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (g)  that, if the aggregate principal amount of Notes surrendered by
     Holders exceeds the Offer Amount, the Issuer shall select the principal of
     the Notes to be purchased on a pro rata basis; and

                                    Indenture
                                    ---------

<PAGE>

                                     - 49 -

          (h)  that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

          On or before 10:00 a.m. on the Purchase Date, the Issuer shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Issuer in accordance with the
terms of this Section 3.09. The Issuer, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Issuer for purchase, and the Issuer shall promptly issue a new Note, and the
Trustee, upon written request from the Issuer shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                              ARTICLE IV COVENANTS

          SECTION 4.01.  Payment of Notes.
                         ----------------

          The Issuer shall pay or cause to be paid the principal of, premium, if
any, and interest, if any, on the Notes on the dates and in the manner provided
in the Notes. Principal, premium, if any, and interest, if any, shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary or Affiliate thereof, holds as of 10:00 a.m. Eastern Time on the
due date money deposited by the Issuer in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest, if any, then due.

          The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

          The Credit Parties may terminate their obligations under this
Indenture, the Notes and the Security Documents if (A) all Notes previously
authenticated and delivered, if any (other than destroyed, lost or stolen Notes
that have been replaced

                                    Indenture
                                    ---------

<PAGE>

                                     - 50 -

pursuant to Section 2.06 or Notes for whose payment money or securities have
theretofore been held in trust and thereafter repaid to the Issuer, as provided
in Section 2.04) have been delivered to the Trustee for cancellation and the
Credit Parties have irrevocably paid all amounts payable by them hereunder and
(B) the Company has delivered to the Trustee an Officer's Certificate and an
Opinion of Counsel, at the cost and expense of the Company, in each case stating
that all conditions precedent provided for herein relating to the satisfaction
and discharge of this Indenture have been complied with.

          SECTION 4.02.  Maintenance of Office or Agency.
                         -------------------------------

          The Issuer shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands (which,
with respect to demands, must be an office or agency of the Issuer and may not
be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) to or upon the Issuer in respect of the Notes and this Indenture
may be served. The Issuer shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuer shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

          The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations, provided
that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes. The Issuer shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

          The Issuer hereby designates the corporate trust office of the
Trustee's agent c/o The Depository Trust Company, 1/st/ Floor, TADS Department,
55 Water Street, New York, New York 10041 as one such office or agency of the
Issuer.

          SECTION 4.03.  Reports.
                         -------

          Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Trustee and
make available to the Holders on a Qualified Internet Site (a) all quarterly and
annual financial information that would be required to be contained in a filing
with the SEC on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" that describes the financial condition and results of
operations of the Company and its consolidated Subsidiaries and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants, and (b) all

                                    Indenture
                                    ---------

<PAGE>

                                     - 51 -

current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports, in each case within the time
periods specified in the SEC's rules and regulations. Furthermore, for so long
as any Notes remain outstanding (and regardless of the immediately preceding
sentence), the Company shall furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule l44(c)(2) under the Securities Act. Notwithstanding
anything to the contrary above in this Section 4.03, the Company shall not be
required by the terms of this Section 4.03 to include in any filing, or to
furnish any information with respect to, financial information of the Company
for its fiscal years ended December 31, 2001 or December 31, 2000, or any
interim period in such years (including any Management's Discussion and Analysis
of Financial Condition and Results of Operations with respect to any such
periods), unless and until such information becomes available (whether or not
pursuant to any filing with the SEC).

          SECTION 4.04.  Compliance Certificate, Etc.
                         ---------------------------

          (a)  Compliance Certificate. The Issuer, on behalf of itself and each
Guarantor, shall deliver to the Trustee (to the extent that such Guarantor is so
required under the TIA), within 90 days after the end of each fiscal year ending
after the date of this Indenture, an Officers' Certificate stating that a review
of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Credit Parties have kept, observed, performed
and fulfilled their obligations under this Indenture and the Security Documents,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge the Credit Parties have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
the Security Documents and are not in default in the performance or observance
of any of the terms, provisions and conditions of this Indenture and the
Security Documents (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Credit Parties are taking or propose to take with
respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of, premium, if any, or interest, if any, on the Notes are prohibited
or if such event has occurred, a description of the event and what action the
Credit Parties are taking or propose to take with respect thereto. For purposes
of this paragraph, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

          (b)  Reports from Independent Accountants. So long as not contrary to
the then current recommendations of the American Institute of Certified Public
Accountants, the year-end financial statements delivered pursuant to Section
4.03 hereof shall be accompanied by a written statement of the Company's
independent public accountants (who shall be a firm of established national
reputation in the United States) that in making the examination necessary for
certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Section 3.08, 3.09, Article IV, V or VI hereof or, if any such

                                    Indenture
                                    ---------

<PAGE>

                                     - 52 -

violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

          (c)  Notice of Defaults. In the event that any Credit Party becomes
aware of any events which would constitute a Default or Event of Default, the
Company within five Business Days after it becomes aware thereof, shall give to
the Trustee written notice of such events, their status and the nature of any
actions taken or proposed to be taken by the Company in respect of such events.

          (d)  Certain Inspection and Information Rights. So long as any Holder
that is a Bank and that is party to the Credit Agreement on the Issue Date shall
continue to hold any of the Notes distributed to it on the Issue Date (any such
Holder being herein called a "Designated Holder"), the Company will, in order to
permit such Designated Holder to continue to hold the Notes issued to it in
accordance with safe and sound banking practices, following a written request
therefor delivered to the Company 30 days prior to the date requested for
review, furnish to such Designated Holder, in addition to the financial
information, reports, certificates and other information required to be
delivered from time to time pursuant to Sections 4.03 hereof, such other
information regarding the operations, business affairs and financial condition
of the Company and its Subsidiaries as such Designated Holder may reasonably
request. No Holders other than Designated Holders (including any transferee of
the Notes from any Designated Holder) shall be entitled to the benefits of this
Section 4.04(d).

          (e)  TIA Reports. Notwithstanding anything in Section 4.03 and 4.04 of
this Indenture, the Credit Parties shall comply with the requirements of Section
314(a) of the TIA.

          SECTION 4.05.  Taxes.
                         -----

          Without prejudice to the Security Documents, the Company shall pay or
discharge, and shall cause each of its Restricted Subsidiaries to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent (a) all material taxes, assessments and governmental charges levied
or imposed upon (i) the Company or any such Subsidiary, (ii) the income or
profits of the Company or any such Subsidiary which is a corporation or (iii)
the Property of the Company or any such Subsidiary and (b) all material lawful
claims for labor, materials and supplies that, if unpaid, would, by operation of
law, become a Lien upon the Property of the Company or any such Subsidiary,
provided that the Company shall not be required to pay or discharge, or cause to
be paid or discharged, any such tax, assessment, charge or claim (1) the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate reserves, if any, in conformity
with GAAP, have been established or (2) which does not exceed $500,000.

                                    Indenture
                                    ---------

<PAGE>

                                     - 53 -

          SECTION 4.06.  Stay, Extension and Usury Laws.
                         ------------------------------

          Each of the Issuer and the Guarantors agrees (to the extent that it
may lawfully do so) that it shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive the
Issuer or any Guarantor from paying all or any portion of the principal of,
premium, if any, or interest on the Notes as contemplated herein or any payments
required under any Security Documents, wherever enacted, now or at any time
hereafter in force, or that may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the Issuer and
the Guarantors hereby expressly waives all benefit or advantage of any such law
and covenants that it shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law had been enacted.

          SECTION 4.07.  Restricted Payments.
                         -------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests, including any payment in connection
with any merger or consolidation involving the Company or any of its Restricted
Subsidiaries (other than dividends or distributions payable in Equity Interests
(other than Disqualified Stock) of the Company or to the Company or a Restricted
Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire
for value (including in connection with any merger or consolidation involving
the Company) any Equity Interests of the Company or any direct or indirect
parent of the Company (other than any such Equity Interests owned by the Company
or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any
payment on or with respect to, or purchase, redeem, defease or otherwise acquire
or retire for value any Indebtedness that is subordinated to the Notes or the
Note Guarantees (other than, so long as no Event of Default shall have occurred
and be continuing, unremedied and unwaived, any such payment, purchase,
redemption, defeasance or other acquisition or retirement of intercompany
Indebtedness exclusively between or among the Credit Parties; provided, that the
exception of this parenthetical shall not apply to any intercompany indebtedness
owed by GCUK and its Subsidiaries (other than intercompany indebtedness between
and among GCUK and its Subsidiaries) or Global Marine and its Subsidiaries
(other than intercompany indebtedness between and among Global Marine and its
Subsidiaries)), except a payment of interest, premium or principal at Stated
Maturity; or (iv) make any Restricted Investment (all such payments and other
actions set forth in the preceding clauses (i) through (iv) being collectively
referred to as "Restricted Payments"); provided, that the Company and its
Restricted Subsidiaries may make Restricted Investments if, at the time of and
after giving effect to such Restricted Investment:

          (a)  no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof;

                                    Indenture
                                    ---------

<PAGE>

                                     - 54 -

          (b)  the Company would, at the time of such Restricted Investment and
     after giving pro forma effect thereto have been permitted to Incur at least
     $1.00 of additional Indebtedness pursuant to the first paragraph of Section
     4.09 hereof; and

          (c)  such Restricted Investment, together with the aggregate amount of
     all other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the Issue Date (excluding Restricted Payments permitted
     by clauses (i) and (ii) of the next succeeding paragraph, but including any
     Restricted Payments permitted by clauses (iii) (to the extent paid to a
     Person other than the Company or a Restricted Subsidiary thereof), (iv),
     (v), (vi) and (vii) of such paragraph), is less than the sum, without
     duplication, of

               (i)   if, on the date of such proposed Restricted Investment, at
          least one complete fiscal quarter has elapsed subsequent to the Issue
          Date, and for which financial statements of the Company are available,
          the remainder of (A) 50% of the cumulative Consolidated Cash Flow of
          the Company (or, in the case Consolidated Cash Flow of the Company
          shall be negative, less 100% of such deficit) for the period (taken as
          one accounting period) beginning on the first day of the fiscal
          quarter of the Company following the Issue Date and ending on the last
          day of the last full fiscal quarter immediately preceding the date of
          such Restricted Payment minus (B) the product of 2.00 times the
          cumulative Consolidated Interest Expense of the Company from the first
          day of the fiscal quarter of the Company following the Issue Date
          through the last day of the last full fiscal quarter immediately
          preceding the date of such Restricted Payment, plus

               (ii)  100% of the aggregate net cash proceeds received by the
          Company since the Issue Date as a contribution to its common equity
          capital or from the issue or sale of Equity Interests of the Company
          (other than Disqualified Stock and other than Equity Interests sold to
          a Subsidiary of the Company), plus the net amount of cash received by
          the Company or any Restricted Subsidiary thereof upon such conversion
          or exchange (in each case of this clause (ii) other than pursuant to
          an issue or sale to a Subsidiary of the Company), plus

               (iii) the aggregate amount of (A) dividends, distributions,
          interest payments, return of capital, repayments of Investments or
          other transfers of cash to the Company or any Restricted Subsidiary
          thereof from an Unrestricted Subsidiary, (B) cash proceeds realized by
          the Company or any Restricted Subsidiary thereof upon the sale of such
          Restricted Investment in an Unrestricted Subsidiary to a Person other
          than the Company or a Restricted Subsidiary of the Company or (C) the
          redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
          in compliance with Section 4.18 hereof, not to exceed in the case of
          any of the immediately preceding clauses (A), (B) or (C) the aggregate
          amount of

                                    Indenture
                                    ---------

<PAGE>

                                     - 55 -

          the Restricted Investments made by the Company or any Restricted
          Subsidiary thereof in the applicable Unrestricted Subsidiary after the
          Issue Date, plus

               (iv)  to the extent that any Restricted Investment that was made
          after the date of this Indenture is sold for cash or otherwise
          liquidated or repaid for cash, the amount of proceeds (net of any cost
          of disposition) from such sale or liquidation received by the Company
          or a Restricted Subsidiary of the Company, not to exceed the amount of
          such Restricted Investment originally made.

          The foregoing provisions will not prohibit (without duplication) (i)
the redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Issuer or any Guarantor or of Equity Interests
of the Company in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary of the
Company) of, other Equity Interests of the Company (other than any Disqualified
Stock), provided that the amount of any such net cash proceeds that are utilized
for any such redemption, repurchase, retirement, defeasance or other acquisition
shall be excluded from clause (c)(ii) of the preceding paragraph; (ii) the
defeasance, redemption, retirement, repurchase or other acquisition of
subordinated Indebtedness of the Issuer or any Guarantor with the net cash
proceeds from an Incurrence of Permitted Refinancing Indebtedness; (iii) the
payment of any dividend in cash by a Restricted Subsidiary of the Company to the
holders of its Equity Interests on a pro rata basis; (iv) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company or any of its Restricted Subsidiaries held by any member of the
Company's or such Restricted Subsidiary's management, provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $1,000,000 in any twelve-month period (with
unused amounts being carried over to succeeding twelve-month periods, subject to
a maximum of $2,500,000 in any twelve-month period); (v) required dividend
payments on the New Preferred Shares at the rate applicable to such shares on
the Issue Date; (vi) Restricted Payments of the type described in clause (iii)
of the first clause of the first paragraph of this Section 4.07 (so long as such
payments are made to a Person that is not an Affiliate of the Company), or
clause (iv) of the first clause of said paragraph, in an aggregate amount not to
exceed $5,000,000; and (vii) so long as no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof, other
Restricted Investments in cash or by extension of credit not to exceed, in the
aggregate, $75,000,000; provided that no more than $25,000,000 (of such
$75,000,000) may constitute Restricted Investments in Persons other than
Qualified Restricted Subsidiaries or Restricted Subsidiaries that are Credit
Parties.

          The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company (or such
Restricted Subsidiary, as the case may be) pursuant to the Restricted Payment.
If the Fair Market Value of any asset(s) or securities that are required to be
valued by this covenant exceeds $5,000,000, the

                                    Indenture
                                    ---------

<PAGE>

                                     - 56 -

valuation shall be based upon an opinion or appraisal issued by an Independent
accounting, appraisal or investment banking firm of national standing.

          For purposes hereof, any Investments made by the Company or any of its
Restricted Subsidiaries subsequent to September 30, 2002 shall be deemed to have
been made on the Issue Date (and, to the extent that such Investments would not
have been permitted to be made at such time under this Section 4.07, the Company
shall be deemed to be in breach of this Section 4.07).

          SECTION 4.08.  Certain Dividend and Other Payment Restrictions.
                         -----------------------------------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to (i) (x) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (A) on its
Capital Stock or (B) with respect to any other interest or participation in, or
measured by, its profits, or (y) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries or (iii) transfer any of its Property to the
Company or any of its Restricted Subsidiaries.

          Notwithstanding the foregoing, the provisions of the preceding
paragraph will not apply to encumbrances or restrictions existing under or by
reason of:

          (a)  Existing Indebtedness and other agreements as in effect on the
     Issue Date (it being understood that any extension, renewal, refinancing or
     modification thereof after the Issue Date shall be required to comply with
     the provisions of this Section 4.08);

          (b)  agreements governing any Working Capital Facility or the security
     documents related thereto, and any amendments, modifications, restatements,
     renewals, increases, supplements, refundings, replacements or refinancings
     of those agreements, provided that such encumbrances or restrictions in any
     Working Capital Facility and such security documents and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings are no more restrictive than those contained
     in this Indenture;

          (c)  this Indenture, the Notes, the Note Guarantees and the Security
     Documents;

          (d)  applicable law;

          (e)  customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;

                                    Indenture
                                    ---------

<PAGE>

                                     - 57 -

          (f)  any agreement for the sale or other disposition of a Restricted
     Subsidiary of the Company that restricts distributions by that Restricted
     Subsidiary pending its sale or other disposition;

          (g)  Permitted Refinancing Indebtedness, provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are no more restrictive, and no less favorable to
     the Holders, taken as a whole, than those contained in the agreements
     governing the Indebtedness being refinanced;

          (h)  Liens securing Purchase Money Indebtedness referred to in clause
     (k) of the definition of Permitted Liens that limit the right of the
     Company or any of its Restricted Subsidiaries to dispose of the Property
     subject to such Liens;

          (i)  provisions with respect to the disposition or distribution of
     Property in joint venture agreements and other similar agreements entered
     into in the ordinary course of business;

          (j)  restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;
     and

          (k)  encumbrances or restrictions on a Receivables Entity in respect
     of a Qualified Receivables Transaction, and any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings thereof, provided that encumbrances or restrictions, and any
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings (i) are no more restrictive than
     those contained in this Indenture and (ii) are applicable only to a
     Receivables Entity.

          SECTION 4.09.  Incurrence of Indebtedness and Issuance of Preferred
                         ----------------------------------------------------
                         Stock.
                         -----

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly Incur any Indebtedness (including
Acquired Debt) and the Company will not issue any Disqualified Stock and will
not permit any of its Restricted Subsidiaries to issue any shares of Preferred
Stock, provided that the Company may Incur Indebtedness, and any other Credit
Party (other than GCUK, Global Marine or any of their respective Subsidiaries)
may Incur Indebtedness, at any time after the date upon which at least one
complete fiscal quarter has elapsed subsequent to the Issue Date for which
financial statements of the Company are available if:

          (i)  the Company's Consolidated Leverage Ratio is less than 3.00 to 1;
     and

          (ii) any such Indebtedness is (A) expressly subordinated in right of
     payment to the Company's or such other Credit Party's, as applicable,
     obligations

                                    Indenture
                                    ---------

<PAGE>

                                     - 58 -

     under this Indenture, (B) does not require or permit payment of principal
     thereon prior to the date that is 91 days after the Stated Maturity of the
     principal amount of the Notes, (C) may not at the option of the holder
     thereof be required to be repurchased, redeemed, retired, repaid, prepaid
     or called prior to the date 91 days after the date on which the Notes
     mature and (D) is not convertible or exchangeable into any security or
     instrument that does not comply with the restrictions in the foregoing
     sub-clauses (A), (B) and (C); provided that this clause (ii) shall not
     prohibit the Company or any other Credit Party from Incurring Indebtedness
     with change of control repurchase, redemption or prepayment provisions
     similar to those contained in Section 4.15 hereof with respect to any
     Indebtedness otherwise permitted hereunder (it being understood that no
     subordinated Indebtedness may be repurchased, redeemed or prepaid prior to
     the Change of Control Payment Date referred to in paragraph (a) of Section
     4.15 hereof, except as otherwise permitted by this Indenture).

          Notwithstanding the foregoing, the provisions of the preceding
paragraph will not apply to the Incurrence (without duplication) of any of the
following Indebtedness:

          (a)  the Incurrence by the Issuer or any Guarantor (other than GCUK,
     Global Marine or any of their Subsidiaries) of Indebtedness under Working
     Capital Facilities in an aggregate principal amount at any one time
     outstanding under this clause (a) (with letters of credit being deemed to
     have a principal amount equal to the maximum potential liability of the
     Company and its Restricted Subsidiaries thereunder) not to exceed at any
     time (i) the Working Capital Facility Limit then in effect minus (ii) the
     aggregate amount of Indebtedness then outstanding in connection with
     Qualified Receivables Transactions;

          (b)  the Incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness in connection with Qualified Receivables
     Transactions (including any such Incurrence through the sale by the Company
     or any of its Restricted Subsidiaries of Receivables) not to exceed at any
     time (i) the Working Capital Facility Limit then in effect minus (ii) the
     aggregate amount of Indebtedness outstanding under all Working Capital
     Facilities;

          (c)  the Incurrence by the Issuer and the Guarantors of Indebtedness
     represented, respectively, by the Notes to be issued on the date of this
     Indenture and the Note Guarantees in connection therewith;

          (d)  Existing Indebtedness;

          (e)  the Incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries, or the issuance of Preferred Stock by
     any

                                    Indenture
                                    ---------

<PAGE>

                                     - 59 -

     Restricted Subsidiary of the Company to the Company or any Restricted
     Subsidiary of the Company, provided that:

               (i)  if the Issuer or any Guarantor is obligated in respect of
          such Indebtedness, such Indebtedness must be expressly subordinated to
          the prior payment in full in cash of all Obligations with respect to
          (A) the Notes, in the case of the Issuer, or (B) the Note Guarantees,
          in the case of a Guarantor, in each case pursuant to an Affiliate
          Subordination Agreement in substantially the form of Exhibit E-1
          hereto, and shall not be secured by any Lien on any Property of the
          Company or any of its Subsidiaries; and

               (ii) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness or Preferred Stock being held by
          a Person other than a Credit Party, and any sale or other transfer of
          any such Indebtedness or Preferred Stock to a Person that is not a
          Credit Party, will be deemed, in each case, to constitute an
          Incurrence of such Indebtedness by the Company or such Restricted
          Subsidiary, as the case may be, that was not permitted by this clause
          (e);

          (f)  the Incurrence by the Company or any of its Restricted
     Subsidiaries of Purchase Money Indebtedness, in an aggregate principal
     amount at any time outstanding, including all Permitted Refinancing
     Indebtedness Incurred to refund, refinance or replace any Indebtedness
     Incurred pursuant to this clause (f), not exceeding $50,000,000 at any time
     outstanding;

          (g)  the Incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are Incurred for the purpose of
     fixing or hedging interest or foreign currency exchange rate risk with
     respect to any floating rate Indebtedness that is permitted by the terms of
     this Indenture to be outstanding, or for the purpose of limiting currency
     exchange rate risks directly related to transactions entered into by the
     Company or such Restricted Subsidiary in the ordinary course of business
     and not for speculative purposes;

          (h)  the Incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness not otherwise permitted to be
     Incurred pursuant to this Section 4.09 in an aggregate principal amount (or
     accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness Incurred to refund, refinance or replace
     any such Indebtedness Incurred pursuant to this clause (h), not exceeding
     $10,000,000;

          (i)  the Incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) that was permitted by this Indenture
     to be Incurred pursuant to the first paragraph of this Section 4.09 or
     clause (d), (f) or (h) of this paragraph;

                                    Indenture
                                    ---------

<PAGE>

                                     - 60 -

          (j)  the Incurrence by the Company of additional Indebtedness in
     respect of loans by shareholders of the Company to the Company; provided
     such loans (i) do not bear interest or fees (including up-front or similar
     fees) payable in cash at a rate per annum greater than 11%, (ii) are
     unsecured and contractually subordinated in right of payment to the Notes
     and the Note Guarantees pursuant to an Affiliate Subordination Agreement in
     substantially the form of Exhibit E-1 hereto, (iii) do not have any
     required payments, prepayments or redemptions of principal prior to the
     date 91 days after the date on which the Notes mature, (iv) may not at the
     option of the holder thereof be required to be repurchased, redeemed,
     retired, repaid, prepaid or called prior to the date 91 days after the date
     on which the Notes mature and (v) are not convertible or exchangeable into
     any security or instrument that does not comply with the restrictions in
     the foregoing sub-clauses (i), (ii) and (iii);

          (k)  the Guarantee by the Company or any Restricted Subsidiary of
     Indebtedness of the Company or any Restricted Subsidiary that was permitted
     to be Incurred by any other provisions of this Section 4.09; and

          (l)  the Incurrence by the Company or any Restricted Subsidiary of
     Indebtedness (other than Indebtedness for borrowed money) constituting bid,
     performance or surety bonds, or insurance premium financings, and related
     guarantees in the ordinary course of business consistent with past
     practices.

          Anything herein to the contrary notwithstanding,

          (i)   the Company will not, and will not permit any Credit Party to,
     Incur any Indebtedness (including any Acquired Debt and any Guarantee
     referred to in clause (k) of the second paragraph of this Section 4.09, but
     excluding any Working Capital Facility, Purchase Money Indebtedness,
     Hedging Obligations and Existing Indebtedness, and any Indebtedness
     referred to in clauses (c), (e), (j) or (l) of the second paragraph of this
     Section 4.09) unless such Indebtedness is contractually subordinated in
     right of payment to the Notes and the Note Guarantees upon terms in
     substantially the form of Exhibit E-2 hereto,

          (ii)  in no event will GCUK, Global Marine or any of their respective
     Subsidiaries be obligated, directly or indirectly, in respect of any
     Indebtedness (other than (A) Existing Indebtedness of GCUK and its
     Subsidiaries, or Global Marine and its Subsidiaries, respectively, and
     Permitted Refinancing Indebtedness in respect thereof, (B) Indebtedness
     under this Indenture, the Notes and the Note Guarantees, (C) Purchase Money
     Indebtedness of GCUK and its Subsidiaries, or Global Marine and its
     Subsidiaries, respectively, arising out of the purchase, construction or
     improvement of Property of GCUK and its Subsidiaries, or Global Marine and
     its Subsidiaries, as applicable, (D) Indebtedness permitted under clause
     (h) of this Section 4.09, including Indebtedness in respect of letters of
     credit, up to $5,000,000 in the aggregate and (E) intercompany Indebtedness

                                    Indenture
                                    ---------

<PAGE>

                                     - 61 -

     between and among GCUK and its Subsidiaries that are Credit Parties and
     Global Marine and its Subsidiaries that are Credit Parties pursuant to
     clause (e) of this Section 4.09); and

          (iii) any Indebtedness of the Issuer or any Guarantor of the type
     described in clause (e) or (j) of the second paragraph of this Section 4.09
     and outstanding on the Issue Date shall be required to be subordinated to
     the obligations of the Issuer and the Guarantors in respect of the Notes
     and the Note Guarantees as required under clause (e) or (j), as the case
     may be, of said second paragraph.

          For purposes hereof, any Indebtedness Incurred by the Company or any
of its Restricted Subsidiaries subsequent to September 30, 2002 (other than the
Capital Lease Obligations referred to in clause (b) of the definition of
"Existing Indebtedness" in Section 1.01 hereof) and still outstanding upon
consummation of the Plan on the Issue Date shall be deemed to have been Incurred
on the Issue Date (and, to the extent that such Indebtedness would not have been
permitted to be Incurred at such time under this Section 4.09, the Company shall
be deemed to be in breach of this Section 4.09).

          SECTION 4.10.  Asset Sales and Specified Subsidiary Asset Sales and
                         ----------------------------------------------------
                         Casualty Events.
                         ---------------

          (a)  Asset Sales. The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company
(or such Restricted Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale (if other than a Casualty Event) at least equal to
the Fair Market Value (taking into account the value of all consideration
received in connection therewith and set forth in an Officers' Certificate
delivered to the Trustee) of the Property or Equity Interests that are the
subject of such Asset Sale, (ii) at least 80% of the consideration therefor (if
other than a Casualty Event) is in the form of Qualified Cash Equivalents, (iii)
the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as
the case may be) from such Asset Sale shall be remitted, subject to any
Intercreditor Agreement, to the Trustee for deposit into the Asset Sale Proceeds
Account free of any Lien (other than the Liens of the Security Documents and any
Working Capital Facility), and (iv) the Company (or such Restricted Subsidiary,
as the case may be) shall take such action as shall be necessary under 6.03
hereof in order to maintain the Lien of the Trustee on any other consideration
received in such Asset Sale. The Net Cash Proceeds from such Asset Sale shall be
retained in the Asset Sale Proceeds Account and shall be available pursuant to
Sections 9.03 and 9.04 hereof (x) in the case of Net Cash Proceeds of a Casualty
Event, to be applied to the repair, rebuilding or replacement of the Property
subject to such Casualty Event and (y) in the case of any other Net Cash
Proceeds of such Asset Sale, to the reinvestment into Property that is used or
useful in a Permitted Business, provided that to the extent all of the Net Cash
Proceeds have not been so applied to such repair, rebuilding, replacement or
reinvestment within 365 days following the receipt of such Net Cash Proceeds (or
within such shorter period as shall be specified by the Company), such remaining
Net Cash Proceeds shall be applied to the making of an Asset Sale Offer as
provided in the next-following paragraph. The aggregate amount of the Net Cash
Proceeds remaining at the end of such period after the application of such Net
Cash

                                    Indenture
                                    ---------

<PAGE>

                                     - 62 -

Proceeds to the repair, rebuilding, replacement or reinvestment referred to
therein, shall constitute "Excess Proceeds."

          When the aggregate amount of Excess Proceeds equals or exceeds
$10,000,000, the Issuer will be required to make an offer to all Holders (an
"Asset Sale Offer") to purchase the maximum principal amount of Notes that may
be purchased out of the Excess Proceeds, at a purchase price in cash in an
amount equal to 100% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of purchase, in accordance with the
procedures set forth in Article III hereof. To the extent that any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use
such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.
If the aggregate principal amount of Notes tendered in such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero for purposes of the first
sentence of this paragraph.

          (b)  Specified Subsidiary Asset Sales and Casualty Events. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate any Specified Subsidiary Asset Sale unless (i) the Company (or such
Restricted Subsidiary, as the case may be) shall ensure that the consideration
received at the time of such Specified Subsidiary Asset Sale is at least equal
to the Fair Market Value (including as to the value of all consideration other
than Qualified Cash Equivalents and set forth in an Officers' Certificate
delivered to the Trustee) of the Property or Equity Interests issued or sold or
otherwise disposed of, (ii) at least 80% of the consideration therefor shall be
in the form of Qualified Cash Equivalents (provided that the foregoing
requirement that 80% of the consideration be in the form of Qualified Cash
Equivalents shall not apply to a Qualified GCUK Asset Sale), (iii) in the case
of any sale of Global Marine, GCUK or any of their Subsidiaries, any
Indebtedness of the Company or any of its Subsidiaries to the entity being sold
shall have been repaid or satisfied, (iv) the Net Cash Proceeds received by the
Company (or such Restricted Subsidiary, as the case may be) from such Specified
Subsidiary Asset Sale shall be remitted to the Trustee for deposit into the
Specified Subsidiary Asset Sale Proceeds Account free of any Lien (other than
the Lien of the Security Documents, the Camelot Deed, the FTN Agreement, the
GCUK Finance Lease, the Deed of Grant of Use and the Freenet Agreement), and the
Company (or such Restricted Subsidiary, as the case may be) shall take such
action as shall be necessary under 6.03 hereof in order to maintain the Lien of
the Trustee on any other consideration received in such Specified Subsidiary
Asset Sale and (v) such Net Cash Proceeds shall be applied in accordance with
Section 3.08 hereof; provided that, notwithstanding anything in this Section
4.10(b), any Property subject to (A) the RNSA and the Camelot Deed, (B) the FTN
Agreement, (C) the GCUK Finance Lease and the Deed of Grant of Use and (D) the
Freenet Agreement may be transferred in accordance therewith, any proceeds from
the sale or other disposition of such Property shall be remitted promptly to
Camelot, ESC, Network Rail or Ericcson, respectively, to the extent of the
obligations owed to such respective parties under those respective agreements,
and may be retained by those respective parties to such extent, and the Trustee
shall hold in trust and promptly deliver to any such respective party any
Property which the Trustee

                                   Indenture
                                   ---------

<PAGE>

                                     - 63 -

receives and for which the Trustee has been informed in writing by the Company
as set forth in an Officers' Certificate of the Company that such Property is
subject to Liens under such respective aforementioned agreement, until such time
as the obligations under such agreements, respectively, have been paid and
performed in full.

          Upon any Specified Subsidiary Casualty Event, (i) the Net Cash
Proceeds received by the Company (or any of its Restricted Subsidiaries) from
such Specified Subsidiary Casualty Event shall be remitted to the Trustee for
deposit into the Specified Subsidiary Casualty Event Proceeds Account free of
any Lien (other than the Lien of the Security Documents, the Camelot Deed, the
FTN Agreement, the GCUK Finance Lease, the Deed of Grant of Use and the Freenet
Agreement) and (ii) such Net Cash Proceeds shall be retained in the Specified
Subsidiary Casualty Event Proceeds Account and applied to the repair, rebuilding
or replacement of the Property subject to such Specified Subsidiary Casualty
Event, provided that if such Net Cash Proceeds shall not have been so applied
within 360 days following the receipt of such Net Cash Proceeds (or within such
shorter period as shall be specified by the Company), the balance of such Net
Cash Proceeds shall be transferred to the Specified Subsidiary Asset Sale
Proceeds Account and shall be applied in accordance with the provisions of the
preceding paragraph as if such Net Cash Proceeds constituted proceeds of a
Specified Subsidiary Asset Sale; provided further that, notwithstanding anything
in this Section 4.10(b), any proceeds from any Specified Subsidiary Casualty
Event in respect of Property subject to (A) the Camelot Deed or the RNSA, to the
extent of the obligations owed to Camelot under the Camelot Deed or the RNSA, as
the case may be, shall promptly be remitted to Camelot and may be retained by
Camelot, (B) the FTN Agreement, to the extent of the obligations owed to ECS,
shall be remitted promptly to ECS and may be retained by ECS, (C) the GCUK
Finance Lease and the Deed of Grant of Use, to the extent of the obligations
owed to Network Rail, shall be remitted promptly to Network Rail and may be
retained by Network Rail and (D) the Freenet Agreement, to the extent of the
obligations owed to Freenet , shall be remitted promptly to Freenet and may be
retained by Freenet, and the Trustee shall hold in trust and promptly deliver to
any such respective party any Property which the Trustee receives and for which
the Trustee has been informed in writing by the Company as set forth in an
Officers' Certificate of the Company that such Property is subject to Liens
under such respective aforementioned agreement, until such time as the
obligations under such agreements, respectively, have been paid and performed in
full.

          For the avoidance of doubt, nothing in this Indenture shall be deemed
to imply any right of Global Crossing (UK) Telecommunications Limited to act in
contravention of the Camelot Deed or the RNSA.

          (c)  Determination of Cash Proceeds. The amount of (i) any liabilities
of the Company or any Restricted Subsidiary of the Company (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or Note Guarantees), in each case as shown on the Company's (or such
Restricted Subsidiary's, as the case may be) most recent balance sheet, that are
assumed by the transferee of any such Property pursuant to an agreement that
releases the Company and any Restricted Subsidiary, as applicable, from all
liability in respect thereof, (ii) Indebtedness of any

                                   Indenture
                                   ---------

<PAGE>

                                     - 64 -

Restricted Subsidiary of the Company that is no longer a Restricted Subsidiary
of the Company as a result of an Asset Sale or Specified Subsidiary Asset Sale,
to the extent that the Company and each other Restricted Subsidiary of the
Company are released from any Guarantee of payment of the principal amount of
such Indebtedness in connection with such Asset Sale or Specified Subsidiary
Asset Sale and such Indebtedness is Non-Recourse Debt and (iii) any securities,
notes or other obligations received by the Company (or such Restricted
Subsidiary, as the case may be) from such transferee that are contemporaneously
(subject to ordinary settlement periods) converted by the Company (or such
Restricted Subsidiary, as the case may be) into Qualified Cash Equivalents (to
the extent of the Qualified Cash Equivalents received), will be deemed to be
Qualified Cash Equivalents for purposes of determining the percentage of the
consideration received in connection with any Asset Sale or Specified Subsidiary
Asset Sale that consists of Qualified Cash Equivalents.

          (d)  Compliance with Applicable Law. To the extent that the provisions
of any securities laws or regulations conflict with the Asset Sale, Specified
Subsidiary Asset Sale or Specified Subsidiary Casualty Event provisions of this
Indenture, the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under the
Asset Sale, Specified Subsidiary Asset Sale or Specified Subsidiary Casualty
Event provisions of this Indenture, as the case may be, by virtue thereof.

          SECTION 4.11.  Transactions with Affiliates.
                         ----------------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its Property to, or purchase any Property from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or Guarantee with, or for the benefit of, any Affiliate of the Company
or of its Restricted Subsidiaries (each of the foregoing, an "Affiliate
Transaction"), unless (a) such Affiliate Transaction is on terms that are not
materially less favorable to the Company or the relevant Restricted Subsidiary
thereof than those that would have been obtained in a comparable transaction by
the Company or such Restricted Subsidiary with an unrelated Person and (b) the
Company delivers to the Trustee (i) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $2,000,000, a resolution of the Board of Directors of the Company set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with the preceding clause (a) and that such Affiliate Transaction has
been approved by a majority of the disinterested members of such Board of
Directors and (ii) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving consideration in excess of $10,000,000,
an opinion as to the fairness to the Holders of such Affiliate Transaction from
a financial point of view from an Independent accounting, appraisal or
investment banking firm of recognized national standing in the United States.

                                   Indenture
                                   ---------

<PAGE>

                                     - 65 -

          Notwithstanding the foregoing, the following items shall not be deemed
to be Affiliate Transactions:

          (a)  the receipt by any Affiliate who is an individual serving as a
     director, officer or employee of the Company or any of its Subsidiaries of
     reasonable compensation for his or her services in such capacity;

          (b)  transactions between or among the Company and its Restricted
     Subsidiaries;

          (c)  any sale or other issuance of Equity Interests (other than
     Disqualified Stock) of the Company;

          (d)  the execution, delivery or performance in the ordinary course of
     business of any employment contract, collective bargaining agreement,
     benefit plan, program or arrangement, related trust agreement or any other
     similar arrangement with or for any employee, officer or director,
     including vacation, health, insurance, deferred compensation, stock option,
     retirement, savings or other similar plans, provided that the aggregate
     amount paid under this clause (d) during any year to all employees,
     officers and directors constituting Affiliates shall not exceed $2,500,000;

          (e)  the making of Management Advances, and payments in respect
     thereof;

          (f)  Affiliate Transactions in existence on the Issue Date, including
     any amendments thereto (provided that the terms of such amendments are not
     materially less favorable to the Company or the relevant Restricted
     Subsidiary than the terms of such agreement prior to such amendment);

          (g)  transactions between the Company and shareholders of the Company
     permitted under Section 4.09(j) hereof;

          (h)  transactions with respect to joint sales and marketing pursuant
     to an agreement or agreements between the Company or any Restricted
     Subsidiary thereof and any Unrestricted Subsidiary or other Affiliate
     (provided that in the case of this clause (h), such agreements are on terms
     that are no less favorable to the Company or the relevant Restricted
     Subsidiary than those that could have been obtained at the time of such
     transaction in an arm's-length transaction with an unrelated third party
     or, in the case of a transaction with an Unrestricted Subsidiary, are
     either (i) entered into in connection with a transaction involving the
     selection by a customer of cable system capacity entered into in the
     ordinary course of business or (ii) involve the provision by the Company or
     a Restricted Subsidiary thereof to an Unrestricted Subsidiary of sales and
     marketing services, operations, administration and maintenance services or
     development services for which the Company or such Restricted Subsidiary
     receives a fair rate of return (as

                                   Indenture
                                   ---------

<PAGE>

                                     - 66 -

     determined by the Board of Directors of the Company and set forth in an
     Officers' Certificate delivered to the Trustee) above its expenses of
     providing such services;

          (i)  any transaction entered into in the ordinary course of business
     between the Company or any Restricted Subsidiary thereof and any
     Unrestricted Subsidiary (provided that in the case of this clause (i), such
     agreements are on terms that are no less favorable to the Company or the
     relevant Restricted Subsidiary than those that could have been obtained at
     the time of such transaction in an arm's-length transaction with an
     unrelated third party);

          (j)  Restricted Payments that are permitted by Section 4.07 hereof;
     and

          (k)  transactions with a Receivables Entity in connection with a
     Qualified Receivables Transaction.

          Notwithstanding anything to the contrary herein, any Affiliate
Transaction involving, directly or indirectly, (i) GCUK or any of its
Subsidiaries and the Company or any of its other Subsidiaries or (ii) Global
Marine or any of its Subsidiaries and the Company or any of its other
Subsidiaries, shall in each case be on terms that are not materially less
favorable to GCUK or such Subsidiary, or Global Marine or such Subsidiary, as
the case may be, than those that would have been obtained in a comparable
transaction at arms-length with an unrelated Person.

          SECTION 4.12.  Liens.
                         -----

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their Property, now owned or hereafter acquired.

          SECTION 4.13.  Sale and Leaseback Transactions.
                         -------------------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction, provided that
any Credit Party may enter into a sale and leaseback transaction if (a) such
Credit Party could have (i) Incurred Indebtedness under Section 4.09 hereof in
an amount equal to the Attributable Debt relating to such sale and leaseback
transaction and (ii) incurred a Lien to secure such Indebtedness pursuant to
Section 4.12 hereof (taking into account the definition of "Permitted Liens" in
Section 1.01 hereof), (b) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the Fair Market Value (as set forth in an
Officers' Certificate delivered to the Trustee) of the Property that is the
subject of such sale and leaseback transaction and (c) the transfer of Property
in such sale and leaseback transaction is treated as an Asset Sale or Specified
Subsidiary Asset Sale, as applicable, and the Company applies the proceeds of
such transaction in compliance with, Section 4.10 hereof and Section 3.08 or
3.09 hereof, as the case may be.

                                   Indenture
                                   ---------

<PAGE>

                                     - 67 -

          SECTION 4.14.  Corporate Existence.
                         -------------------

          Subject to Article V hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (a) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (b) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries, provided that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders. The Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence in accordance with its organizational documents (as the same may be
amended from time to time).

          SECTION 4.15.  Offer to Repurchase Upon Change of Control.
                         ------------------------------------------

          (a)  Change of Control Offer. Upon the occurrence of a Change of
Control, each Holder of Notes will have the right to require the Issuer to
purchase all or any part of such Holder's Notes pursuant to the offer described
below (the "Change of Control Offer") at a purchase price in cash (the "Change
of Control Payment") equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of purchase
(subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date), provided that the
Issuer shall not be obligated to repurchase Notes pursuant to this covenant in
the event that it has exercised its rights to redeem all of the Notes as
described in Section 3.07 hereof. Within 30 days following any Change of
Control, the Issuer will mail a notice to each Holder describing the transaction
or transactions that constitute the Change of Control and offering to purchase
Notes on the date specified in such notice, which date shall be no earlier than
30 and no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), in accordance with the procedures required by this
Indenture and described in such notice. The Issuer will comply with the
requirements of Rule 14e-l under the Exchange Act and any other securities laws
and regulations to the extent such laws and regulations are applicable in
connection with the purchase of Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
any of the provisions of this Section 4.15, the Issuer will comply with the
applicable securities laws and regulations and will be deemed not to have
breached its obligations under this covenant by virtue thereof.

          (b)  Change of Control Payment Date. On the Change of Control Payment
Date, the Issuer will, to the extent lawful, (l) accept for payment all Notes or
portions thereof properly tendered pursuant to the Change of Control Offer, (2)
deposit with the Paying Agent an amount equal to the Change of Control Payment
in respect of all Notes or portions thereof so tendered and (3) deliver or cause
to be delivered to the

                                   Indenture
                                   ---------

<PAGE>

                                     - 68 -

Trustee Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Issuer. The Paying Agent will promptly mail or deliver to each Holder of Notes
so tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail or deliver (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of Notes surrendered, if any. The Issuer will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

          (c)  Offers by Third Parties. Notwithstanding anything to the contrary
in this Section 4.15, the Issuer shall not be required to make a Change of
Control Offer upon the occurrence of a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.15, and purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer.

          (d)  Other Change of Control Offers. Nothing herein shall be deemed to
prohibit the Company or any of its Subsidiaries from entering into similar
change of control repurchase, redemption or prepayment provisions with respect
to any other Indebtedness permitted hereunder (it being understood that no
subordinated Indebtedness may be repurchased, redeemed or prepaid prior to the
Change of Control Payment Date referred to in paragraph (a) of this Section
4.15, except as otherwise permitted by this Indenture).

          SECTION 4.16.  Business Activities; Holding Company Status.
                         -------------------------------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than a Permitted Business.

          The Company will not engage in any business or other activity other
than the business of holding Equity Interests in its Subsidiaries and activities
reasonably related thereto, including (a) the Incurrence of Indebtedness
permitted to be Incurred hereunder and (b) the payment of (i) directors' fees,
salaries and fees, costs and expenses in respect of professional and related
services which may be rendered on behalf of the Company and its Subsidiaries
from time to time, including the fees and expenses of accountants, lawyers,
investment bankers and other consultants retained in connection with matters
affecting the Company and its Subsidiaries collectively, (ii) premiums, fees and
expenses in connection with insurance policies and employee benefit programs
(including workmen's compensation) and other Employee Entitlements maintained on
behalf of the Company or any of its Subsidiaries and (iii) fees, costs and
expenses incurred in connection with sales, dispositions, transfers,
acquisitions and financings/refinancings including banking and underwriting fees
(including underwriters discounts).

                                   Indenture
                                   ---------

<PAGE>

                                     - 69 -

          SECTION 4.17.  Issuances and Sales of Certain Equity Interests.
                         -----------------------------------------------

          The Company (a) will not, and will not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any Wholly-Owned Restricted Subsidiary of the Company to any
Person (other than the Company or a Wholly Owned Restricted Subsidiary of the
Company), unless (i) such transfer, conveyance, sale, lease or other disposition
is of all the Equity Interests in such Wholly Owned Restricted Subsidiary and
(ii) the Net Cash Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Sections 3.08 or 3.09 hereof, as the
case may be, and 4.10 hereof, as applicable, and (b) will not permit any Wholly
Owned Restricted Subsidiary of the Company to issue any of its Equity Interests
(other than, if necessary, shares of its Capital Stock constituting directors'
qualifying shares) to any Person other than to the Company or a Wholly Owned
Restricted Subsidiary of the Company. Notwithstanding the foregoing, the Company
will not, and will not permit any of its Subsidiaries to, sell, transfer or
otherwise dispose of any Equity Interest in the Issuer if, after giving effect
thereto, the Issuer shall cease to be a Wholly Owned Restricted Subsidiary of
the Company.

          SECTION 4.18.  Designation and Revocation of Designation of
                         --------------------------------------------
                         Unrestricted Subsidiaries.
                         -------------------------

          The Company may designate a Restricted Subsidiary that is a
Receivables Entity to be an Unrestricted Subsidiary if (1) such designation is
in compliance with the provisions of the definition of "Unrestricted
Subsidiary," and (2) such designation is evidenced to the Trustee by delivering
to the Trustee of a copy of a Board Resolution of the Company giving effect to
such designation and an Officers' Certificate certifying that (a) such
designation complies with the requirements of the definition of Unrestricted
Subsidiary and (b) the Company was permitted to make a Permitted Investment or
Restricted Investment at the time of such designation in an amount equal to the
Company's interest in the Fair Market Value of such Subsidiary on such date.

          The Company may revoke the designation of a Subsidiary as an
Unrestricted Subsidiary by delivering to the Trustee a Board Resolution of the
Company, provided that the Company shall not revoke such designation unless (x)
no Default or Event of Default shall have occurred and be continuing at the time
of or after giving effect to such revocation and (y) all Liens and Indebtedness
of such Unrestricted Subsidiary outstanding immediately following such
revocation would, if Incurred by a Restricted Subsidiary at such time, have been
permitted to be Incurred at such time for all purposes under this Indenture. To
be effective, any such revocation delivered to the Trustee shall be accompanied
by an Officers' Certificate of the Company to the effect that the requirements
of this Section 4.18 shall have been satisfied with respect to such revocation.

                                   Indenture
                                   ---------

<PAGE>

                                     - 70 -

          SECTION 4.19.  Guarantee Supplements.
                         ---------------------

          If at any time after the date hereof the Company shall form or acquire
any new Subsidiary that shall constitute a Material Subsidiary (other than a
Receivables Entity), or if after the Issue Date any Subsidiary not a Material
Subsidiary (whether or not in existence on the Issue Date) shall become a
Material Subsidiary (other than a Receivables Entity), the Company will within
10 days thereof cause such new or existing Subsidiary to execute and deliver to
the Trustee a Guarantee Supplement in substantially the form of Exhibit B
hereto, and thereby to become a "Guarantor" and a "Credit Party" hereunder and
under the Global Security Agreement, and will (i) deliver such Opinions of
Counsel in New York and applicable foreign jurisdictions as to (x) the valid
existence of such Guarantor, (y) the due authorization, execution and
enforceability of such Guarantee Supplement and (z) such other matters as the
Trustee may reasonably request and (ii) take such action (including executing
and delivering such Security Documents, instruments of further assurance and
amendments or supplements thereto, and delivering such additional Opinions of
Counsel and other documents or instruments as required under Section 6.03(c)
hereof), in order that such new or existing Subsidiary shall grant Liens on all
Property of such Subsidiary then existing or thereafter arising that are
included in the definition of "Collateral" in Section 1.01 hereof (but subject
to Section 6.02 hereof).

          Notwithstanding the foregoing, the Company shall not be required to
cause a Subsidiary of the Company to comply with the first paragraph of this
Section 4.19 in connection with a Qualified GCUK Asset Sale, or any Restricted
Investment by the Company in any Restricted Subsidiary (including the surviving
or continuing entity following a Qualified GCUK Asset Sale), so long as after
giving effect thereto, such surviving or continuing entity, or such Restricted
Subsidiary, is a Qualified Restricted Subsidiary; provided that if the surviving
or continuing entity in such Qualified GCUK Asset Sale or any Subsidiary
thereof, or if any Qualified Restricted Subsidiary or any Subsidiary thereof,
Guarantees any Indebtedness or other obligations of any Credit Party, or grants
a Lien upon the Property of such entity or Qualified Restricted Subsidiary or
any Subsidiary of either thereof securing any Indebtedness or other obligations
of any Credit Party (including any Indebtedness under any Working Capital
Facility) then the Company shall be required to comply with the first paragraph
of this Section 4.19 with respect to such entity, Qualified Restricted
Subsidiary or Subsidiary, as the case may be, and the Property thereof.

          SECTION 4.20.  Further Instruments and Acts.
                         ----------------------------

          Each Credit Party agrees that at any time and from time to time, upon
the written request of the Trustee, it shall promptly and duly execute and
deliver or cause to be duly executed and delivered any and all such further
instruments and documents as the Trustee may reasonably deem desirable in
obtaining the full benefits of this Indenture and of the rights and powers
herein granted.

                                   Indenture
                                   ---------

<PAGE>

                                     - 71 -

          SECTION 4.21.  Payments for Consent.
                         --------------------

          Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this
Indenture, the Notes or any of the Security Documents unless such consideration
is offered to be paid or is paid to all Holders that consent, waive or agree to
amend such terms or provisions of this Indenture, the Notes or the Security
Documents in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

              ARTICLE V CONSOLIDATION, MERGER AND SALE OF PROPERTY

          SECTION 5.01.  Merger, Consolidation, or Sale of Property.
                         ------------------------------------------

          The Company will not, directly or indirectly, consolidate or merge
with or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
Property of the Company and its Restricted Subsidiaries, taken as a whole, in
one or more related transactions, to another Person unless: (a) the Company is
the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia, France, Germany, the United Kingdom,
Switzerland, Luxembourg, Belgium, the Netherlands or Bermuda; (b) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under its Note Guarantee, this Indenture and the Security Documents
pursuant to agreements in form and substance satisfactory to the Trustee; (c)
immediately after such transaction no Default or Event of Default has occurred
and is continuing, unremedied and unwaived; and (d) the Company or the Person
formed by or surviving any such consolidation or merger (if other than the
Company), or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made will, immediately after such transaction and
after giving pro forma effect thereto and any related financing transactions as
if the same had occurred at the beginning of the applicable four-quarter period,
(i) be permitted to Incur at least $1.00 of additional Indebtedness pursuant to
the first paragraph of Section 4.09 hereof or (ii) not have a higher
Consolidated Leverage Ratio than the Consolidated Leverage Ratio of the Company
and its Restricted Subsidiaries immediately prior to such sale, assignment,
transfer, conveyance or other disposition. The Company will not, directly or
indirectly, lease all or substantially all of its Property, in one or more
related transactions, to any other Person. The provisions of this Section 5.01
will not be applicable to a sale, assignment, transfer, conveyance or other
disposition of Property between or among the Company and the other Credit
Parties.

                                   Indenture
                                   ---------

<PAGE>

                                     - 72 -

          SECTION 5.02.  Successor Entity Substituted.
                         ----------------------------

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition described in Section 5.01 hereof, the
successor entity formed by such consolidation or into or with which the Company
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, sale, lease, conveyance or
other disposition, the provisions of this Indenture and the Security Documents
referring to the Company shall refer instead to the successor entity and not to
the Company), and may exercise every right and power of the Company under this
Indenture and the Security Documents with the same effect as if such successor
Person had been named as the Company herein and therein; provided that the
predecessor Company shall not be relieved from its obligations in respect of the
Notes or the Note Guarantee, as applicable, except in the case of a sale of all
of the Company's and its Restricted Subsidiaries' Property that meets the
requirements of Section 5.01 hereof.

                          ARTICLE VI SECURITY DOCUMENTS

          SECTION 6.01.  Collateral and Security Documents.
                         ---------------------------------

          (a)  Execution of Security Documents. On the Issue Date, the Credit
Parties and the Trustee (and, to the extent contemplated in Section 11.05, the
Belgian Floating Charge Lienholder), for the benefit of itself and the Holders,
will enter into the Global Security Agreement, and such other security
agreements, pledge agreements, assignments, mortgages or other similar
instruments or documents as shall be necessary to create, perfect and make
enforceable Liens upon the Property subject to the Lien of the Global Security
Agreement as provided in the last paragraph of Section 3 of the Global Security
Agreement (but subject to Sections 6.02 and 6.03 hereof), in order that the
Trustee shall enjoy, for the benefit of the Trustee and the Holders, a Lien on
substantially all of the Property of the Credit Parties described in the
definition of "Collateral" in Section 1.01 hereof, now existing or hereafter
arising, and wherever located (or, in the case of the floating charge in Belgium
referred to in Section 11.05(a) hereof, Liens in favor of the Belgian Floating
Charge Lienholder securing the Parallel Debt referred to in said Section
11.05(a)). Concurrently with the execution and delivery of the agreements,
assignments, mortgages and other instruments or documents referred to above, the
Credit Parties will, in accordance with the requirements of Exhibit F furnish to
the Trustee Opinions of Counsel, documents and instruments, and will take the
actions, identified on Exhibit F hereto, each of which shall be deemed
reasonably satisfactory to the Holders unless the Trustee receives notification
to the contrary.

          The Trustee and the Credit Parties hereby acknowledge and agree that
the Trustee holds the Collateral in trust for the benefit of the Trustee and the
Holders, in each case pursuant to the terms of this Indenture and the Security
Documents. The Trustee is hereby appointed and authorized to act as agent on
behalf of and in the name of the Holders in connection with the Security
Documents and the Collateral, including taking,

                                   Indenture
                                   ---------

<PAGE>

                                     - 73 -

managing, releasing and enforcing security, and any and all matters incidental
or related thereto; and each Holder, by accepting a Note, shall be deemed to
have agreed to such appointment and authorization. Each Holder, by accepting a
Note, shall be deemed to have agreed to all the terms and provisions of the
Security Documents.

          (b)  Equal and Ratable Lien. As among the Holders, the Collateral
shall be held for the equal and ratable benefit of the Holders without
preference, priority or distinction of any thereof over any other.

          (c)  Use of Collateral. In the absence of notice to the Issuer of a
continuing, unremedied and unwaived Event of Default and subject to the
provisions of this Indenture and the applicable Security Documents, the Credit
Parties shall be suffered and permitted to possess, divest, charter, lease, use,
manage, operate and enjoy the Collateral and all rights appurtenant thereto
(other than any (i) Cash Collateral constituting part of the Collateral and
deposited or required to be deposited with the Trustee in (w) the Specified
Subsidiary Asset Sale Proceeds Account, (x) the Asset Sale Proceeds Account, (y)
the Specified Subsidiary Casualty Event Proceeds Account or (z) for any payment
on or redemption or purchase of any Notes and (ii) Possessory Collateral to the
extent not otherwise permitted under this Indenture or applicable Security
Documents).

          (d)  Authorization to Trustee. Each Holder, by accepting a Note,
authorizes and directs the Trustee to enter into the Intercreditor Agreement and
each of the Security Documents contemplated hereby and to perform all of the
obligations of the Trustee thereunder.

          (e)  General Notification Agreement. Each Credit Party agrees on the
Issue Date to become a party to a General Notification Agreement in
substantially the form of Exhibit H hereto, and thereafter whenever a Subsidiary
shall become a Guarantor hereunder to cause such Subsidiary to similarly become
a party to such General Notification Agreement.

          SECTION 6.02.  Exclusion of Certain Liens.
                         --------------------------

          Notwithstanding anything in Section 6.01 or 6.03 hereof (except as
otherwise provided in clauses (i) through (vi) of Section 6.03(a)) or in any of
the Security Documents to the contrary (but without limiting the obligation of
each Credit Party to execute and deliver the Global Security Agreement), the
Credit Parties shall not be required to take any action to create, perfect and
make enforceable any Lien on any Property of any Credit Party in any
jurisdiction outside of the United States to the extent that any of the
following conditions shall be applicable, the determination of such
applicability to be (x) deemed acceptable to the Holders unless the Trustee
receives notification to the contrary, and (y) made by the Company with respect
to any such determination to be made after the Issue Date, it being understood
that if the Company shall determine after the Issue Date that any of such
conditions are applicable with respect to any Property of any Credit Party in
any jurisdiction acquired after the Issue Date, the Company shall deliver an
Officers' Certificate to such effect to the Trustee

                                   Indenture
                                   ---------

<PAGE>

                                     - 74 -

identifying the Property as to which such condition is applicable and the basis
upon which such determination has been made:

          (i)     the taking of such action to create, perfect or make
     enforceable such Lien with respect to such Property is (x) prohibited under
     applicable law, or (y) requires that a governmental or regulatory approval
     or registration (other than merely ministerial acts, notices and the like)
     or a third party consent be obtained, which approval, registration or
     consent has not yet been obtained or has been denied; provided that each
     Credit Party agrees to use its commercially reasonable efforts to obtain
     any such governmental or regulatory approval, registration or third party
     consent on or before the Issue Date (with respect to any such Property
     owned by it on the Issue Date), and as promptly as practicable thereafter
     (with respect to any such Property owned by it on the Issue Date if
     governmental approval or third party consent has not been obtained on the
     Issue Date, and with respect to Property acquired by it after the Issue
     Date), it being understood that the failure, after expending commercially
     reasonable efforts, to so obtain an approval or consent shall not
     constitute an Event of Default hereunder;

          (ii)    any of the following conditions shall exist, namely (x) no law
     is applicable to the taking of a Lien on such Property (such as with
     respect to undersea cables in international waters) or (y) applicable law
     requires a metes and bounds description (or equivalent) in order to create,
     perfect or make enforceable a Lien on such Property and it is not
     practicable to prepare such a description; provided that to the extent that
     a generic description of such Property may be sufficient to create, perfect
     or make enforceable such Lien and thereby gain priority over certain
     creditors of the Credit Party (even though such Lien would not be
     enforceable against all creditors to the same extent as a Lien under the
     Uniform Commercial Code is enforceable against creditors with respect to
     Property in the United States of a debtor located in the United States),
     such Credit Party will nevertheless take such action as shall be
     appropriate to create, perfect and make enforceable such Lien against such
     smaller category of creditors;

          (iii)   the aggregate cost of obtaining and maintaining a Lien upon
     the Property (other than real property or real property interests) of such
     Credit Party and other Credit Parties in such jurisdiction through the
     Stated Maturity of the Notes (including all recording and stamp fees,
     taxes, notary fees and local counsel legal expenses, but excluding fees of
     any Credit Party's counsel other than local counsel in the jurisdiction of
     any such Lien or Property, New York counsel to the Trustee and the Holders
     and any costs that arise at the time of the enforcement of such Lien) is
     (A) reasonably estimated to exceed 5% of the aggregate Fair Market Value of
     the Property of such Credit Party located in such jurisdiction; provided
     that the foregoing shall not be applicable to any jurisdiction to the
     extent that such costs shall not be greater than $80,000 with respect to
     Liens being taken in such jurisdiction on the Issue Date, or not be greater
     than $80,000 during any calendar year with respect to Liens being taken in
     such jurisdiction after the Issue Date and (B) such Property is immaterial
     in relation to the aggregate value of the Property

                                   Indenture
                                   ---------

<PAGE>

                                     - 75 -

     of all of the Credit Parties in which the Trustee is obtaining a valid,
     perfected and enforceable Lien and is not a necessary link or equipment
     (assuming no cable or fiber capacity or rights thereto are available from
     any other provider) to enable any Material Subsidiary to conduct any
     material portion of its operations or business and

          (iv)    such Property consists of a parcel of real property or real
     property interests and the aggregate cost of obtaining and maintaining a
     Lien upon such Property in such jurisdiction through the Stated Maturity of
     the Notes (including all recording and stamp fees, taxes, notary fees and
     local counsel legal expenses, but excluding fees of New York counsel to the
     Trustee and the Holders and any costs that arise at the time of the
     enforcement of such Lien) are reasonably estimated to exceed 5% of the
     aggregate Fair Market Value of such parcel and shall be greater than
     $80,000 with respect to Liens being taken in such jurisdiction on the Issue
     Date, and greater than $80,000 during any calendar year with respect to
     Liens being taken in such jurisdiction after the Issue Date, or greater
     than $30,000 for any individual parcel of Property (such latter estimate to
     be taken as an average of the costs of taking Liens on all parcels of real
     property or real property interests in the respective jurisdiction on the
     Issue Date and thereafter, and not on the cost of obtaining a Lien on any
     particular parcel in such jurisdiction) and such Property is immaterial in
     relation to the aggregate value of the Property of all of the Credit
     Parties in which the Trustee is obtaining a valid, perfected and
     enforceable Lien and is not a necessary link (assuming no cable or fiber
     capacity or rights thereto are available from any other provider) to enable
     any Material Subsidiary to conduct any material portion of its operations
     or business; and

provided, however, that:

          (x)  in the event that any Credit Party shall take action to create,
     perfect or make enforceable Liens in favor of any Working Capital Facility
     on Property of any Credit Party in any jurisdiction, the foregoing
     conditions shall be deemed inapplicable to such Property;

          (y)  none of the foregoing conditions shall be applicable to the
     taking of any Lien in Possessory Collateral, or in the Equity Interests of
     any Issuer under and as defined in the Global Security Agreement or, after
     the occurrence and during the continuance of an unremedied and unwaived
     Event of Default and delivery of notice thereof to the Issuer, Cash
     Collateral not held in the Asset Sale Proceeds Account, the Specified
     Subsidiary Asset Sale Proceeds Account or the Specified Subsidiary Casualty
     Event Proceeds Account and

          (z)  so long as no Event of Default shall have occurred and be
     continuing, unremedied and unwaived, the Credit Parties shall not be
     required to take any action to create, perfect and make enforceable any
     Lien in Cash Collateral (other than any Cash Collateral held in the Asset
     Sale Proceeds

                                   Indenture
                                   ---------

<PAGE>

                                     - 76 -

     Account, the Specified Subsidiary Asset Sale Proceeds Account and the
     Specified Subsidiary Casualty Event Proceeds Account); provided, however,
     that the Credit Parties will create Liens on Cash Collateral only to the
     extent of a floating charge, blanket lien or similar filing which does not
     provide the Trustee with any ability to exercise any control over or
     dominion of the Cash Collateral prior to the occurrence and continuance of
     an Event of Default that is unremedied and unwaived.

          In determining under this Section 6.02 whether a Lien may be created,
perfected or made enforceable with respect to any Property in any particular
jurisdiction, the Credit Parties acknowledge that it is not the intent of this
Section 6.02 to dispense with the requirement that action be taken with respect
to a Lien simply because there may be qualifications or exceptions to the Liens
taken, or because there may be qualifications or exceptions to any required
opinion of counsel in the applicable jurisdiction by reason of legal
uncertainties as to the manner in which a Lien is to be taken, as to the
applicable law or for any other reason. In addition, to the extent that,
although there may be uncertainty under applicable local law as to the manner in
which to create, perfect or make enforceable a Lien on any Property, there is an
accepted practice in the relevant jurisdiction that is typically undertaken to
take a Lien on such Property, it is nevertheless the intent of the Credit
Parties that the actions and Security Documents customarily adopted in such
jurisdiction shall be taken and executed, as applicable. Without limiting the
generality of the foregoing, it is recognized by the parties that Liens in
certain countries (such as Mexico, Colombia, Venezuela or Argentina) may be
granted to creditors not through a direct pledge, but through a transfer of
title in Property to a trustee, such as under a fideicomiso, and that creating,
perfecting and making enforceable a Lien in such manner is agreed to be an
acceptable method of taking a Lien on Property in any jurisdiction. The parties
hereto also recognize that it may be necessary in certain countries to appoint a
local trust company to act as a trustee in such country or countries for the
Holders.

          For purposes of clause (i) of the first paragraph of this Section
6.02, notwithstanding that a Lien may to a certain extent or in certain
circumstances be prohibited under applicable law, the respective Credit Party
shall nevertheless take action to create, perfect and make enforceable such Lien
if the relevant Security Document states that such Lien is being taken "to the
maximum extent permitted under applicable law" (or words of similar import),
unless such Credit Party delivers an Opinion of Counsel from the respective
jurisdiction that such a qualification in such Security Document would be
ineffective for purposes of avoiding a violation of law.

          For purposes of clauses (iii) and (iv) of the first paragraph of this
Section 6.02, the term "jurisdiction" shall refer to a country (such as Canada
or Mexico) and not to the particular provinces, States or other political
subdivisions within such country.

                                   Indenture
                                   ---------

<PAGE>

                                     - 77 -

          SECTION 6.03. Maintenance of Liens.
                        --------------------

          (a)  Maintenance and Preservation of Liens. The Credit Parties will
(subject to Section 6.02 hereof) take or cause to be taken all action required
to maintain, preserve and protect the Liens on the Collateral granted by the
Security Documents, including causing any Security Document, instruments of
further assurance and all amendments or supplements thereto, to be promptly
recorded, registered and filed and at all times (except as otherwise permitted
to be released pursuant to this Indenture or applicable Security Documents) to
be kept recorded, registered and filed, and will execute and file statements and
cause to be issued and filed statements, all in such manner and in such places
and at such times as are prescribed in the Security Documents or in this
Indenture and as may be required by law to fully preserve and protect the rights
of the Holders and the Trustee under this Indenture and the Security Documents
to the Collateral. In that connection, it is understood and agreed that:

          (i)   as to Property of any Credit Party located in any jurisdiction
     owned by such Credit Party on the Issue Date that is not covered by the
     Lien of a particular Security Document other than the Global Security
     Agreement, such Credit Party shall be deemed to have complied with the
     requirements of this paragraph if, as contemplated by Exhibit F hereto,
     unless the initial Holders of the Notes shall have given notice to the
     Trustee that the conditions set forth in said Exhibit F have not been
     satisfied;

          (ii)  as to Property of any Credit Party located in any jurisdiction,
     whether now owned or hereafter acquired, that is covered by the Lien of a
     particular Security Document other than the Global Security Agreement (or
     that is contemplated by such Security Document to be covered by such Lien
     if acquired after the Issue Date), such Credit Party shall be deemed to
     have complied with the requirements of this paragraph if such Credit Party
     complies with the requirements of such Security Document;

          (iii) as to all other Property hereafter acquired by any Credit Party,
     such Credit Party shall (subject to Section 6.02) comply with the
     requirements of this paragraph (except with respect to Property in any
     jurisdiction to the extent that a Security Document expressly provides that
     the respective Credit Party need not take action to create, perfect or make
     enforceable a Lien with respect to such Property);

          (iv)  as to any contract or agreement to which any Credit Party is a
     party on the Issue Date that requires the consent of a third party in order
     to create a lien in such contract or agreement, such Credit Party shall be
     deemed to have complied with the requirements of this paragraph if, after
     utilizing commercially reasonable efforts to so obtain such consent, as
     contemplated by Exhibit F hereto, unless the initial Holders of the Notes
     shall notify the Trustee that the conditions set forth in said Exhibit F
     have not been satisfied;

                                    Indenture
                                    ---------

<PAGE>

                                     - 78 -

          (v)   as to any contract or agreement to which any Credit Party
     becomes a party after the Issue Date that requires the consent of a third
     party in order to create a lien in such contract or agreement, such Credit
     Party shall be deemed to have complied with the requirements of this
     paragraph, notwithstanding that such consent has been refused, if it shall
     have used commercially reasonable efforts to obtain such consent (and shall
     so certify in the first Officers' Certificate delivered pursuant to
     paragraph (c)(ii)(B) below after the date of such refusal); and

          (vi)  as to any portion of the cable network and its related equipment
     in the Netherlands that is deemed to be immovable Property under Dutch law,
     the Credit Parties shall not be required to create and grant any mortgage
     on any such Property until such Property has been registered in the Public
     Register of The Netherlands.

          Without limiting the generality of the foregoing, if after the Issue
Date the Company or any of its Restricted Subsidiaries shall create, incur,
assume or otherwise cause or suffer to exist or become effective any Lien of any
kind upon any of its Property to secure any Working Capital Facility (which
Property is not already subject to the Lien of the Security Documents or to
perfection thereunder), the Company shall, or shall cause such Restricted
Subsidiary to, as the case may be, (i) execute and file, as applicable, any and
all further Security Documents and other instruments required under applicable
law, upon substantially the same terms as the security documents securing a
Working Capital Facility, as shall be necessary to effectuate a Lien subject to
any Working Capital Facility and the Permitted Liens referred to in clauses (e),
(h), (i), (j), (k), (l), (m), (n) and (o) of the definition of such term in
Section 1.01 hereof upon such Property for the benefit of the Holders, unless
such Lien cannot be effectuated under applicable law and (ii) deliver an Opinion
of Counsel reasonably satisfactory to the Trustee that such Security Documents
are valid, binding and enforceable obligations, it being understood that in no
event will any Working Capital Facility be entitled to the benefit of any Liens
on any of the Indenture Exclusive Collateral.

          (b)  Recording and Filing Fees. The Credit Parties will, from time to
time promptly pay and discharge all recording or filing fees, charges and taxes
relating to the filing or registration of this Indenture and the Security
Documents, any amendments thereto and any other instruments of further
assurance.

          (c)  Confirmatory Action Regarding Liens. The Credit Parties will
furnish to the Trustee:

          (i)   without limiting the provisions of Exhibit F hereto with respect
     to documents to be delivered on the Issue Date (which provisions shall
     govern documents to be delivered on the Issue Date) and subject to Section
     6.02 hereof, promptly after the execution and delivery of this Indenture,
     the Security Documents, each amendment or supplement to a Security Document
     or other instrument of further assurance, an Opinion or Opinions of Counsel
     stating that, in the opinion of such counsels, this Indenture, the Security
     Documents, any such

                                    Indenture
                                    ---------

<PAGE>

                                     - 79 -

     amendment or supplement to a Security Document and other instruments of
     further assurance have been properly recorded, endorsed, registered and
     filed, or have been received by the applicable governmental authority for
     recording, filing or registration, to the extent necessary (but subject to
     Section 6.02 hereof) to make effective and perfect the Liens intended to be
     created by this Indenture and the Security Documents and reciting the
     details of such action or referring to prior Opinions of Counsel in which
     such details are given, or stating that, in the opinion of such counsel, no
     such action is necessary to make such Liens effective;

          (ii)  on or before February 28 in each year beginning with February
     28, 2005, (A) an Opinion or Opinions of Counsel, dated as of a date not
     earlier than 60 days prior to such date, either stating that, in the
     opinion of such counsels, such action has been taken with respect to the
     recording, registering, filing, re-recording, re-registering and re-filing
     of this Indenture, the Security Documents, of all amendments or supplements
     to the Security Documents, financing statements, continuation statements or
     other instruments of further assurances as is necessary (but subject to
     Section 6.02 hereof) to maintain the Lien of the Security Documents
     (including the Lien on any Property acquired by the Issuer or any Guarantor
     since the end of the preceding calendar year) to the extent required under
     the provisions of the applicable Security Documents and the provisions of
     this Article VI, and reciting the details of such action or referring to
     prior Opinions of Counsel in which such details are given, or stating that,
     in the opinion of such counsel, no such action is necessary to maintain
     such Lien and (B) an Officers' Certificate of the Issuer, dated as of a
     date not earlier than 60 days prior to such date, stating that all fees
     required to be paid under each Security Document have been paid and that
     the Credit Parties have used commercially reasonable efforts to obtain any
     consent referred to in clause (v) of paragraph (a) above; and

          (iii) from time to time, notice of any recording, registration,
     filing, payment or other action taken in accordance with the provisions of
     Section 6.03(a) hereof, in each case as promptly as practicable after
     taking any such action.

          The Credit Parties will comply with Section 314(b) of the TIA.

          (d)  Insurance. The Company will cause all casualty insurance
maintained by the Company or any of the other Credit Parties with respect to any
of the Collateral to designate the Trustee as the loss payee thereof (or, in the
case of Shared Collateral, to designate the agent under a Working Capital
Facility as loss payee, with the Trustee being designated as an additional
insured), as its interests may be, and shall provide copies of certificates for
or endorsements to any such policies (showing such designation) to the Trustee
on the Issue Date and annually thereafter on each February 28, beginning with
February 28, 2005, and shall deliver an Officers' Certificate, together with
copies of appropriate certificates or endorsements, showing that such
designation continues to be in effect; provided that the Company shall not be
required to undertake

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                                    ---------

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                                     - 80 -

any of the foregoing with respect to any insurance policies maintained by a
Credit Party (x) for the benefit of any governmental authority as required by
law or (y) covering Motor Vehicles.

          (e)  Amendments to Security Documents. The Company will not, and will
not permit any Restricted Subsidiary thereof to, take or omit to take any action
which action or omission might or would have the result of impairing the Lien
with respect to the Collateral for the benefit of the Trustee and the Holders,
and the Company shall not, and shall not permit any Restricted Subsidiary
thereof to, grant to any Person other than the Trustee, for the benefit of the
Trustee and the Holders, any interest whatsoever in any of the Collateral,
except as expressly permitted under this Indenture and the Security Documents;
provided that nothing herein shall be deemed to prohibit any amendment,
modification or supplement of this Indenture or any Security Document (i) in
order to effectuate the subordination of the Lien of the Trustee and the Holders
under the Security Documents to any Lien securing a Working Capital Facility as
contemplated by Section 6.04 hereof or (ii) in connection with the release by
the Trustee of any Lien upon any Property of the Company or any Restricted
Subsidiary thereof that is the subject of a sale or other disposition (including
any Asset Sale or any Specified Subsidiary Asset Sale) permitted hereunder or
under the Security Documents, to the extent such release is required pursuant to
Section 6.05 hereof.

          SECTION 6.04. Subordination to Working Capital Facilities.
                        -------------------------------------------

          The Liens created pursuant to the Security Documents shall be subject
to no other Lien other than (a) in the case of any Collateral, Permitted Liens
referred to in clauses (e), (h), (i), (j), (k), (l), (m), (n) and (o) of the
definition of such term in Section 1.01 hereof and (b) in the case of the Shared
Collateral, Liens securing the obligations of the Credit Parties under and in
respect of any Working Capital Facility. In the event that the Company or any of
its Restricted Subsidiaries shall at any time Incur Indebtedness in respect of
any Working Capital Facility and such Indebtedness shall be secured by any of
the Property of the Company or any of its Restricted Subsidiaries, the Trustee
shall, upon receipt of an Issuer Order to such effect, execute and deliver an
Intercreditor Agreement in substantially the form of Exhibit C hereto, together
with such other documents and instruments as shall be necessary, and to the
maximum extent permitted under applicable law, to effect the subordination of
the Liens of the Security Documents to the Liens securing such Working Capital
Facility, insofar as relating to the Shared Collateral, in each case to the
extent set forth in an Issuer Order and an Opinion of Counsel. Each Holder, by
acceptance of the Notes, agrees to be bound by the provisions of the
Intercreditor Agreement upon execution and delivery thereof.

          SECTION 6.05. Release of Liens.
                        ----------------

          (a)  Releases Generally. Subject to paragraphs (b), (c) and (d) of
this Section 6.05 hereof, Collateral may be released from the Lien and security
interest created by the Security Documents at any time or from time to time in
accordance with the provisions of this Indenture, the Security Documents, the
Intercreditor Agreement, and the Trust Indenture Act. Collateral shall be
released at any time that the Notes have

                                    Indenture
                                    ---------

<PAGE>

                                     - 81 -

been irrevocably paid in full or otherwise irrevocably discharged pursuant to
the terms of this Indenture.

          (b)  Releases upon Issuer Request. So long as no Default or Event of
Default shall have occurred and be continuing unremedied and unwaived, or would
be caused thereby, upon the request of the Issuer pursuant to an Issuer Request,
accompanied by an Officers' Certificate certifying, that all conditions
precedent to such release hereunder have been met, and without the consent of
any Holder, the Credit Parties will be entitled to release of Property included
in the Collateral from the Liens securing the Notes under any one or more of the
following circumstances:

          (i)   to enable the Issuer or any Guarantor to consummate any sale,
     lease, conveyance or other disposition (including by way of merger or
     consolidation) of any Property in compliance with and not prohibited by
     Articles IV and V hereof, and any other provision hereunder; provided that
     (A) all other Liens on such Property securing any Working Capital Facility
     are similarly released and (B) only the Property issued, sold, leased,
     conveyed or otherwise disposed (including by way of merger or
     consolidation) is subject to such release;

          (ii)  to permit a Credit Party to incur and suffer to exist any
     Permitted Lien on Property described under clauses (k), (m) or (o) of the
     definition of "Permitted Liens" in Section 1.01 hereof, if (A) such
     Permitted Lien would not be prohibited under Article IV hereof or any other
     provision hereunder, (B) the release of such Lien is reasonably necessary
     to effect any such Permitted Lien, (C) such release does not extend to any
     Property other than that subject to such Permitted Lien and (D) all Liens
     on such Property securing Obligations under all Working Capital Facilities
     are released;

          (iii) if, in compliance with Section 4.18 hereof, the Company shall
     designate a Restricted Subsidiary as an Unrestricted Subsidiary, such
     Subsidiary shall be released from its obligations under its Note Guarantee
     and from the Lien created by this Indenture and the Security Documents;
     provided that all guarantees of such Subsidiary in favor of any Working
     Capital Facility, and all Liens on such Property securing all Working
     Capital Facilities, are released;

          (iv)  pursuant to an amendment, supplement or waiver entered into in
     accordance with Article 9 hereof; and

          (v)   pursuant to a Qualified Lien Release.

          In the case of any release of Collateral from the Liens securing the
Notes in accordance with one or more of the foregoing clauses in this paragraph
that constitutes an Asset Sale or Specified Subsidiary Asset Sale, it shall also
be a condition precedent to any release that, (x) the Company shall have
delivered an Officers' Certificate to the Trustee setting forth the aggregate
amount of the Net Cash Proceeds to be received upon such Asset Sale or Specified
Subsidiary Asset Sale, (y) the Trustee shall have receipt of

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                                    ---------

<PAGE>

                                     - 82 -

such Net Cash Proceeds for deposit into the Specified Subsidiary Asset Sale
Proceeds Account or the Asset Sale Proceeds Account, as applicable and (z) the
Company shall have taken all actions necessary to create, perfect and make
enforceable the Lien on any other consideration received in connection with such
Asset Sale or Specified Subsidiary Asset Sale.

          Upon receipt of such required Officers' Certificate or Officers'
Certificates, as the case may be, and any required Opinion of Counsel, pursuant
and subject to the provisions of this Section 6.05 hereof, the Collateral Agent
shall execute, deliver or acknowledge, at the expense of the Credit Parties, any
reasonably necessary or proper instruments of termination, satisfaction or
release to evidence the release (prepared by the Issuer or the Company) of any
Collateral permitted to be released (and the release of any Guarantee, if
applicable) pursuant to this Indenture, the Intercreditor Agreement and the
Security Documents.

          (c)  No Impairment of Continuing Security. The release of any
Collateral from the Lien of the Security Documents will not be deemed to impair
the security under this Indenture in contravention of the provisions hereof, if
and to the extent Collateral is released pursuant to the terms hereof and of the
Security Documents. Notwithstanding anything to the contrary contained herein,
the Company and its Restricted Subsidiaries are authorized to sell Collateral in
the ordinary course of business free of all Liens of the Trustee and the Holders
under the Security Documents without any action on the part of the Trustee, the
Holders or otherwise; provided that upon receipt by the Trustee of an Issuer
Order requesting confirmation by the Trustee in writing of such release (which
Issuer Order shall be accompanied by an Officers' Certificate in substantially
the form of Exhibit G hereto to the effect that the particular Collateral the
subject of such request was sold in the ordinary course of business), the
Trustee shall so confirm that such Property has been released from the Lien of
the Security Documents. The Trustee shall have no duty or obligation to verify
the facts or statements set forth in the Issuer Order or Officers' Certificate
to be provided to the Trustee in accordance with this Section. In connection
herewith, the Company agrees that, unless not required by the TIA, every
February 28 and August 31 of each year commencing February 28, 2004 after the
Issue Date, the Company shall deliver to the Trustee, on behalf of the Holders,
an Officers' Certificate stating that all sales of Collateral in the six months
preceding the date of delivery of such certificate either (i) were in the
ordinary course of business or (ii) otherwise complied with the terms of this
Section 6.05, the other terms of this Indenture and the Security Documents and
the terms of the TIA.

          (d)  Compliance with TIA. The Issuer will cause TIA Section 313(b)
(including the provisions thereof relating to the delivery of reports), and TIA
Section 314(d) (including the provisions thereof relating to the release of
property or securities from the Lien and security interest of the Security
Documents), to be complied with. Any certificate or opinion required by Section
314(d) of the Trust Indenture Act may be made by any Officer of the Issuer or
the Company; provided that, to the extent required by Section 314(d) of the
Trust Indenture Act, any such certificate or opinion shall be

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                                    ---------

<PAGE>

                                     - 83 -

made by an "independent appraiser" or other "expert" (as such terms are set
forth in Section 314(d) of the Trust Indenture Act).

          SECTION 6.06. Collateral Agent.
                        ----------------

          (a)  Trustee Acting as Collateral Agent. The Trustee shall act as
Collateral Agent and shall be authorized to appoint co-Collateral Agents as
necessary in its sole discretion. The Collateral Agent shall be accountable only
for amounts that it actually receives as a result of the exercise of such
powers, and neither the Collateral Agent nor any of its officers, directors,
employees or agents shall be responsible for any act or failure to act
hereunder, except for its own negligence or willful misconduct. For so long as
the Trustee shall act as Collateral Agent hereunder, the Collateral Agent shall
be afforded the same rights, protections, immunities and indemnities provided
the Trustee herein. The Trustee shall not be liable for the acts, omissions,
fees or expenses of any co-Collateral Agent appointed by it with due care. The
Credit Parties agree to pay the fees and expenses of any such co-Collateral
Agents.

          (b)  Authorization to Collateral Agent. The Trustee, as Collateral
Agent, is authorized and directed to (i) enter into the Security Documents, (ii)
enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as
set forth in this Indenture, the Security Documents and the Intercreditor
Agreement and (iv) perform and observe its obligations under this Indenture, the
Security Documents and the Intercreditor Agreement.

          (c)  Release Certificates of the Trustee. In the event that the
Issuer wishes to release Collateral in accordance with this Indenture and the
Security Documents at a time when the Trustee is not itself also the Collateral
Agent, the Trustee will determine whether it has received all documentation
required by this Indenture in connection with such release and, based on such
determination, will deliver a certificate to the Collateral Agent setting forth
such determination.

          (d)  Termination of Security Interest. Upon payment or irrevocable
discharge in accordance with the terms of this Indenture in full of the
principal of, premium, if any, and accrued and unpaid interest on the Notes and
all other Obligations under this Indenture, the Note Guarantees and the Security
Documents that are due and payable at or prior to the time such principal,
premium, if any, and accrued and unpaid interest are paid, including pursuant to
the last paragraph of Section 4.01 hereof and Section 8.07 hereof, in the event
that the Trustee is not itself also the Collateral Agent, the Trustee will, at
the request of the Issuer, deliver a certificate to the Collateral Agent stating
that such Obligations have been paid in full or otherwise irrevocably discharged
in accordance with the terms of this Indenture, and instruct the Collateral
Agent to release and terminate the Liens granted pursuant to the Security
Documents.

          SECTION 6.07. Trustee in its Individual Capacity.
                        ----------------------------------

          The parties hereto acknowledge that the Trustee is executing certain
of the Security Documents in its individual capacity, and not as Trustee for the
benefit of the

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                                    ---------

<PAGE>

                                     - 84 -

Holders under this Indenture. Accordingly, the parties hereto agree that with
regard to such Security Documents the Trustee, acting in such individual
capacity, shall be subject to the duties and responsibilities of the Trustee and
receive the benefits of the indemnities set forth in this Indenture.

                        ARTICLE VII DEFAULT AND REMEDIES

          SECTION 7.01. Events of Default.
                        -----------------

          The following events shall, so long as the same shall have occurred
and be continuing, constitute an "Event of Default" hereunder:

          (a)  default for 30 or more successive days in the payment when due of
     interest on the Notes;

          (b)  default in the payment when due (at Stated Maturity, upon
     redemption, upon required repurchase, upon declaration or otherwise) of the
     principal of or premium, if any, on the Notes;

          (c)  failure by the Company or any of its Restricted Subsidiaries to
     comply with Section 3.08, 3.09 or 4.15 hereof, or with Article V hereof;

          (d)  failure by the Company or any of its Restricted Subsidiaries to
     comply with Section 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16,
     4.17 or 4.19 for 20 or more successive days after notice specifying such
     failure shall have been given to the Company by the Trustee or the Holders
     of at least 25% or more in aggregate principal amount of the Notes then
     outstanding;

          (e)  failure by the Company or any of its Restricted Subsidiaries for
     45 or more days after notice from the Trustee, or Holders of 25% or more of
     the aggregate principal amount of the Notes, to comply with any of its
     other agreements in this Indenture or any of the Security Documents;

          (f)  default in the payment when due (whether at stated maturity, by
     acceleration or otherwise) of any sums under any mortgage, indenture or
     instrument under which there may be issued or by which there may be secured
     or evidenced any Indebtedness for money borrowed by the Company or any of
     its Restricted Subsidiaries (or the payment of which is Guaranteed by the
     Company or any of its Restricted Subsidiaries) whether such Indebtedness or
     Guarantee now exists, or is created after the date of this Indenture, to
     the extent that the aggregate amount of Indebtedness in respect of which
     such default occurs is $2,500,000 or more;

          (g)  failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments not subject to appeal aggregating in excess of
     $2,500,000 or more (net of applicable insurance coverage which is
     acknowledged in writing by the

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                                    ---------

<PAGE>

                                     - 85 -

     insurer), which judgments are not paid, discharged or stayed for a period
     of 30 or more days;

          (h)  except as provided by this Indenture, any Note Guarantee shall be
     held in any judicial proceeding to be unenforceable or invalid or shall
     cease for any reason to be in full force and effect or any Guarantor, or
     any Person acting on behalf of any Guarantor, shall deny or disaffirm its
     obligations under its Note Guarantee;

          (i)  the Company or any of its Restricted Subsidiaries pursuant to or
     within the meaning of any Bankruptcy Law:

               (i)  commences a voluntary case,

               (ii)  consents to the entry of an order for relief against it in
          an involuntary case,

               (iii) consents to the appointment of a custodian of it or for all
          or substantially all of its Property,

               (iv)  makes a general assignment for the benefit of its
          creditors, or

               (v)   generally is not paying its debts as they become due;

          (j) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (i)   is for relief against the Company or any of its Material
          Subsidiaries,

               (ii)  appoints a custodian of the Company or any of its Material
          Subsidiaries or for all or substantially all of the Property of the
          Company or any of its Material Subsidiaries; or

               (iii) orders the liquidation of the Company or any of its
          Material Subsidiaries; and the order or decree remains unstayed and in
          effect for 30 or more consecutive days; or

          (k)  commencing 90 days after the Issue Date, any of the following
     shall occur and continue for a period of 15 consecutive days: (i) the Liens
     created by the Security Documents shall at any time, with respect to any
     material portion of the Property of the Credit Parties taken as a whole,
     not constitute valid and perfected Liens on the Collateral intended to be
     covered thereby (to the extent perfection by filing, registration,
     recordation or possession is required herein or therein and is permissible
     or achievable under applicable law) in favor of the Trustee for the benefit
     of the Holders hereunder, free and clear of all other Liens (other than
     Liens not prohibited under Section 4.12 hereof or under the respective

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                                    ---------

<PAGE>

                                     - 86 -

     Security Documents); (ii) except for expiration in accordance with its
     terms or the terms of this Indenture, any of the Security Documents shall
     for whatever reason be terminated, or shall cease to be in full force and
     effect, with respect to any material portion of the Property of the Credit
     Parties taken as a whole; or (iii) any Liens created by the Security
     Documents shall, with respect to any material portion of the Property of
     the Credit Parties taken as a whole, be declared invalid or unenforceable
     or any Credit Party shall assert, in any pleading in any court of competent
     jurisdiction, that any such Lien is invalid or unenforceable.

          SECTION 7.02. Acceleration.
                        ------------

          If any Event of Default occurs and is continuing, unremedied and
unwaived, by written notice to the Issuer, the Trustee or the Holders of a
majority in aggregate principal amount of the then-outstanding Notes may declare
the unpaid principal of, premium, if any, accrued and unpaid interest, and any
other amounts due on all the Notes to be due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in paragraph (i)
or (j) of Section 7.01 hereof occurs, all outstanding Notes shall be due and
payable immediately without further action or notice. The Holders of a majority
in aggregate principal amount of the then-outstanding Notes by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, premium,
if any, or interest that has become due solely because of the acceleration) have
been cured or waived.

          SECTION 7.03. Other Remedies.
                        --------------

          If an Event of Default with respect to outstanding Notes occurs and is
continuing, unremedied and unwaived, the Trustee may pursue any available remedy
to collect the payment of principal of, premium, if any, interest and any other
amounts due, if any, on the Notes or to enforce the performance of any provision
of the Notes, this Indenture or the Security Documents.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

          SECTION 7.04. Waiver of Past Defaults.
                        -----------------------

          Subject to Sections 7.02, 7.07 and 10.02 hereof, Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of the Holders of all of the Notes
waive an existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium, if any, and interest on the Notes

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                                    ---------

<PAGE>

                                     - 87 -

(including in connection with a required redemption or an offer to purchase).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

          SECTION 7.05. Control by Majority.
                        -------------------

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

          SECTION 7.06. Limitation on Suits.
                        -------------------

          A Holder of a Note may pursue a remedy with respect to this Indenture
to the extent it relates to the Notes, this Indenture or the Security Documents
only if:

          (a)  the Holder gives to the Trustee written notice of a continuing
     Event of Default and the remedy requested, or the Trustee shall have
     distributed notice of an Event of Default to Holders in accordance with the
     provisions of this Indenture;

          (b)  the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue such
     remedy;

          (c)  such Holder or Holders offer and, if requested, provide to the
     Trustee indemnity satisfactory to the Trustee against any loss, liability
     or expense;

          (d)  the Trustee does not comply with the request within 15 days after
     receipt of the request and the offer and any requested provision of
     indemnity; and

          (e)  during such 15-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request.

          A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

          SECTION 7.07. Rights of Holders of Notes to Receive Payment.
                        ---------------------------------------------

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, premium, if any, and
interest on such Note on or after the respective due dates expressed in such
Note (including in connection

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                                    ---------

<PAGE>

                                     - 88 -

with a required redemption or an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

          SECTION 7.08. Collection Suit by Trustee.
                        --------------------------

          (a)  Suit Upon Payment Default. If an Event of Default specified in
Section 7.01(a) or (b) hereof occurs and is continuing with respect to the
Notes, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Issuer and the Guarantors for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

          (b)  Suit Generally Upon Default. If an Event of Default occurs and is
continuing, unremedied and unwaived, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or, in any Security Document, or in aid
of the exercise of any power granted herein or therein, or to enforce any other
proper remedy, subject, however, to Section 7.05 hereof.

          SECTION 7.09. Trustee May File Proofs of Claim.
                        --------------------------------

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Issuer or any
Guarantor (or any other obligor upon the Notes), its creditors or its Property
and shall be entitled and empowered to participate as a member, voting or
otherwise, of any official committee of creditors appointed in such matter and
shall be entitled and empowered to collect, receive and distribute any money or
other Property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses and disbursements of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 8.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be paid out of any and all distributions, dividends, money, securities and other
Property that the Holders may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to

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                                    ---------

<PAGE>

                                     - 89 -

authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

          SECTION 7.10. Priorities.
                        ----------

          If the Trustee collects any money with respect to any Notes pursuant
to this Article VII, or pursuant to any of the Security Documents, it shall,
after any application required pursuant to any Intercreditor Agreement, pay out
the money in the following order:

          First: to the Trustee, its agents and attorneys (including the
     Collateral Agent and the Belgian Floating Charge Lienholder) for amounts
     due and payable under Section 8.07 hereof, including payment of all
     compensation, expense and liabilities incurred, and all advances made, by
     the Trustee and the costs and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium, if any, and interest, ratably, without preference
     or priority of any kind, according to the amounts due and payable on the
     Notes for principal, premium, if any, and interest, respectively; and

          Third: to the Credit Parties or to such party as a court of competent
     jurisdiction shall direct.

          The Trustee may fix a Record Date and payment date for any payment to
Holders of Notes pursuant to this Section 7.10.

          SECTION 7.11. Undertaking for Costs.
                        ---------------------

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 7.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 7.06 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

          SECTION 7.12. Rights and Remedies Cumulative.
                        ------------------------------

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or wrongfully taken Notes in Section 2.06
hereof, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent

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                                    ---------

<PAGE>

                                     - 90 -

permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

          SECTION 7.13. Delay or Omission Not Waiver.
                        ----------------------------

          No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article VII or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

          SECTION 7.14. Restoration of Rights and Remedies.
                        -----------------------------------

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then, and in every such case, subject to any
determination in such proceeding, the Issuer, the Guarantors, the Trustee and
the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Issuer, the
Guarantors, the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

          SECTION 7.15. Power of Attorney for Collateral in Quebec.
                        ------------------------------------------

          For the purposes of the security on the Collateral located in the
Province of Quebec, Canada, the validity, publication or perfection of which is
governed by the laws of the Province of Quebec, each of the Holders, by
acceptance of the benefits hereof, hereby irrevocably grants to the Trustee, for
the purposes of holding, on behalf of and for the benefit of all present and
future Holders, the Liens granted by any Credit Party covering property located
in the Province of Quebec, a power of attorney within the meaning of Section
2692 of the Civil Code of Quebec (the "Power of Attorney"). The Trustee hereby
accepts such Power of Attorney for the purposes of holding such Liens on behalf
of and for the benefit of all present and future Holders. Without limiting the
generality of the foregoing, to the extent that any Person becomes a Holder by
accepting, purchasing or acquiring a Note, such Person shall be automatically
deemed to have ratified and consented to the Power of Attorney constituted
hereunder. Each Holder, by acceptance of the benefits hereof, agrees that,
notwithstanding the provisions of Section 32 of An Act Respecting the Special
Powers of Legal Persons (Quebec), the Trustee shall not, as the Person holding
the Power of Attorney, be prohibited from acquiring any title to any
indebtedness secured by any hypothec executed in its favor pursuant to this
Indenture or the Notes or any other document contemplated hereunder (including
acquiring for its own account title to any of the Notes issued hereunder).

                                    Indenture
                                    ---------

<PAGE>

                                     - 91 -

                              ARTICLE VIII TRUSTEE

          SECTION 8.01. General.
                        -------

          The duties and responsibilities of the Trustee shall be as provided by
the TIA and as specifically set forth herein, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. If an Event of Default has
occurred and is continuing, unremedied and unwaived the Trustee shall exercise
the rights and powers vested in it by this Indenture and the Security Documents
and use the same degree of care and skill in such exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Article VIII. The rights, privileges, immunities and indemnities of the Trustee
set forth in this Article VIII shall apply to the Trustee under each of the
Security Documents as if fully set forth therein.

          SECTION 8.02. Certain Rights of Trustee; Reliance on Certificate.
                        --------------------------------------------------

          (a)  Reliance by Trustee. Subject to Sections 315(a) through (d) of
the TIA:

          (i)   in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, and shall be protected in acting or
     refraining from acting, upon any document believed by it to be genuine and
     to have been signed or presented by the proper person and conforming to the
     requirements of this Indenture (and the Trustee need not investigate any
     fact or matter stated in such document);

          (ii)  before the Trustee acts or refrains from acting, it may require
     an Officers' Certificate or an Opinion of Counsel, which shall conform to
     Section 12.04 hereof and the Trustee shall not be liable for any action it
     takes or omits to take in good faith in reliance on such certificate or
     opinion;

          (iii) the Trustee may act through its attorneys, agents, custodians
     and nominees (including any agent, including the Collateral Agent, for the
     purpose of holding or foreclosing on Collateral in any jurisdiction) and
     shall not be responsible for the misconduct or negligence of any attorney,
     agent, custodian or nominee appointed with due care;

                                    Indenture
                                    ---------

<PAGE>

                                     - 92 -

          (iv)   the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders, unless such Holders shall have offered to the
     Trustee security or indemnity reasonably satisfactory to the Trustee
     against the costs, expenses and liabilities that might be incurred by it in
     compliance with such request or direction;

          (v)    the Trustee shall not be liable for any action it takes or
     omits to take in good faith that it believes to be authorized or within its
     rights or powers, provided that the Trustee's conduct does not constitute
     negligence or willful misconduct;

          (vi)   the 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 at least a majority in aggregate principal
     amount of the Notes at the time outstanding relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Trustee or involving the exercise of any right, duty, trust or power
     conferred upon the Trustee under the TIA or this Indenture;

          (vii)  the Trustee shall not be charged with knowledge of (A) any
     Default or Event of Default, (B) the identity of any Restricted Subsidiary
     (C) of the existence of any Change of Control, Asset Sale, Specified
     Subsidiary Asset Sale or Specified Subsidiary Casualty Event, or (D) any
     default under any Security Documents unless the Trustee shall have received
     written notice thereof from the Issuer or any Holder;

          (viii) in no event shall the Trustee be liable for any failure or
     delay in the performance of its obligations hereunder because of
     circumstances beyond the Trustee's control, including, but not limited to,
     acts of God, flood, war (whether declared or undeclared), terrorism, fire,
     riot, embargo, government action, including any laws, ordinances,
     regulations, governmental action or the like which delay, restrict or
     prohibit the providing of the services contemplated by this Indenture;

          (ix)   in the absence of bad faith on the part of the Trustee, the
     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, consent, order, approval or
     other paper or document reasonably believed by it to be genuine and to have
     been signed or presented by the proper party or parties and shall not be
     required to investigate or verify the facts or matters stated therein;

          (x)    the Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts or acted with willful
     misconduct;

                                    Indenture
                                    ---------

<PAGE>

                                     - 93 -

          (xi)    anything in this Indenture to the contrary notwithstanding,
     but subject to the provisions of the TIA as they relate to this Indenture,
     in no event shall the Trustee be liable for special, indirect or
     consequential loss or damage of any kind whatsoever (including but not
     limited to lost profits), even if the Trustee has been advised of the
     likelihood of such loss or damage regardless of the form of action;

          (xii)   the Trustee shall not be bound to make any investigation into
     the facts or matter stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent entitlement order,
     approval or other paper or document;

          (xiii)  the Trustee shall have no obligation to invest and reinvest
     any cash held in any account in the absence of timely and specific written
     investment direction from the Issuer or the Company. In no event shall the
     Trustee be liable for the selection of investments or for investment losses
     incurred thereon. The Trustee shall have no liability in respect of losses
     incurred as a result of the liquidation of any investment prior to its
     stated maturity or the failure of a secured party to provide timely written
     investment direction;

          (xiv)   the Trustee shall have no responsibility or obligation with
     respect to the preparation, execution or filing of any report or
     certification to be delivered to the SEC with respect to the Issuer;

          (xv)    in the absence of bad faith on the part of the Trustee, the
     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 Trustee which conform to the requirements of this
     Indenture;

          (xvi)   the Trustee may consult with counsel and the advice or any
     opinion of counsel shall be full and complete authorization and protection
     in respect of any action taken or omitted by it hereunder in good faith and
     in accordance with such advice or opinion of counsel; provided that the
     Trustee's conduct does not constitute negligence or willful misconduct;

          (xvii)  except as expressly instructed by the Holders of the Notes or
     the Issuer or any other Credit Party as contemplated in this Indenture and
     the Security Documents, the Trustee shall (x) have no obligation to give,
     execute, deliver, file, record, authorize or obtain any financing
     statements, notices, instruments, documents, agreements, consents or other
     papers as shall be necessary to (A) create, preserve, perfect or validate
     the security interest granted to the Trustee pursuant to the Security
     Documents or (B) enable the Trustee to exercise and enforce its rights
     under the Security Documents with respect to such pledge and security
     interest and (y) the Trustee have no responsibility or liability (A) in
     connection with the acts or omissions of the Credit Parties in respect of
     the

                                    Indenture
                                    ---------

<PAGE>

                                     - 94 -

     foregoing or (B) for or with respect to the legality, validity and
     enforceability of any security interest created in the Collateral or the
     perfection and priority of such security interest; and

          (xviii) the Trustee is hereby authorized to provide powers of attorney
     to such Persons as it deems necessary and desirable to fulfill its
     obligations under this Indenture and the Security Documents and in no event
     shall the Trustee be liable for the acts or omissions of such Persons in
     their exercise of such powers if such Persons were appointed with due care.

          (b)  Instructions by Beneficial Owners of Notes. Notwithstanding the
provisions of the foregoing paragraph (a), the Trustee, in receiving
instructions of Holders, shall be entitled to conclusively rely and shall follow
the instruction of any Person that it reasonably believes to be a Beneficial
Owner of Notes, provided that such instruction is accompanied by (i)
certification by an officer of such Beneficial Owner, stating the outstanding
principal amount of Notes beneficially held by it, and (ii) an indemnity
agreement (if such indemnity is otherwise required under the provisions of this
Indenture) in form reasonably satisfactory to the Trustee, executed by such
Person agreeing to indemnify the Trustee against claims, damages and losses
incurred in reliance on said officer's certificate.

          SECTION 8.03.  May Hold Notes.
                         --------------

          The Trustee, any Paying Agent, Registrar or any other agent of the
Issuer, in its individual or any other capacity, may become the owner or pledgee
of Notes and may make loans to, accept deposits from, perform services for, and
otherwise deal with the Issuer or its Affiliates with the same rights it would
have if it were not the Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 310(b) and 311 of the TIA.

          SECTION 8.04.  Trustee's Disclaimer.
                         --------------------

          The Trustee (a) makes no representation as to the validity or adequacy
of this Indenture, the Security Documents or the Notes and (b) shall not be
responsible for (i) any statement in the Notes other than its certificate of
authentication or (ii) any statements in other Security Documents by other
parties.

          SECTION 8.05.  Notice of Default.
                         -----------------

          If any Default or any Event of Default occurs and is continuing,
unremedied and unwaived and if (a) such Default or Event of Default is actually
known to a Responsible Officer of the Trustee or (b) written notice of such
Default or Event of Default has been given to the Trustee at its Corporate Trust
Office, the Trustee shall mail to each Holder in the manner and to the extent
provided in Section 313(c) of the TIA notice of the Default or Event of Default
within 90 days after the same shall become known to the Trustee, unless such
Default or Event of Default has been cured, provided that, except in the case of
a default in the payment of the principal of, premium, if any, or

                                    Indenture
                                    ---------

<PAGE>

                                     - 95 -

interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Holders.

          SECTION 8.06.  Reports by Trustee to Holders.
                         -----------------------------

          Within 60 days after each May 15, beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Holder as provided in
Section 313(c) of the TIA a brief report, dated as of such May 15, if required
by Section 313(a) of the TIA. The Trustee shall also comply with TIA Section
313(b) of the TIA.

          A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange (if any) on which the Notes
are listed. The Issuer agrees to promptly notify the Trustee whenever the Notes
become listed on any stock exchange and of any delisting thereof.

          SECTION 8.07.  Compensation and Indemnity.
                         --------------------------

          (a)  Compensation. The Issuer shall pay to the Trustee and the Belgian
Floating Charge Lienholder such compensation as shall be agreed upon in writing
from time to time for its services. The compensation of the Trustee shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Trustee and the Belgian Floating Charge Lienholder upon
request for all reasonable expenses and disbursements incurred or made by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's, and the Belgian Floating Charge Lienholder's, agents and counsel.

          (b)  Indemnification. Subject to Sections 315(a) through (d) of the
TIA, the Issuer shall indemnify the Trustee (and its officers, directors,
employees and agents) for, and hold it harmless against, any loss or liability
or expense incurred by it without negligence or bad faith on its part arising
out of or in connection with the execution, acceptance or administration of this
Indenture, the Notes, the Note Guarantees, the Security Documents and any other
agreement executed in connection therewith and its duties under this Indenture,
the Notes, the Note Guarantees, the Security Documents and any other agreement
executed in connection therewith, including the costs and expenses of defending
itself against any claim or liability and of complying with any process served
upon it or any of its officers in connection with the exercise or performance of
any of its powers or duties under this Indenture, the Notes and the Security
Documents.

          For purposes hereof, the parties hereby agree that the Belgian
Floating Charge Lienholder shall be deemed to be an agent of the Trustee
hereunder and, as such, solely in such capacity and with respect to actions
taken in such capacity, entitled to the benefits of this Section 8.07(b) and,
the Credit Parties and the Trustee each agrees with and for the benefit of the
Belgian Floating Charge Lienholder that any loss, liability or expense incurred
by the Belgian Floating Charge Lienholder shall be treated as a loss,

                                    Indenture
                                    ---------

<PAGE>

                                     - 96 -

liability or expense of the Trustee and shall, accordingly, be entitled to the
benefits of the Trustee's Lien under each Security Document (and the Trustee
agrees with the Belgian Floating Charge Lienholder to pay over to the Belgian
Floating Charge Lienholder any amounts received or collected by it pursuant to
any Security Document in respect of such loss, liability or expense).

          (c)  Lien of Trustee. To secure the Issuer's payment obligations in
this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money
or other Property held or collected by the Trustee, in its capacity as Trustee,
except money or other Property held in trust to pay principal of, premium, if
any, and interest on particular Notes.

          (d)  Expenses During Bankruptcy. If the Trustee incurs expenses or
renders services after the occurrence of an Event of Default specified in
Section 7.01(i) or (j) hereof, the expenses and the compensation for the
services shall be intended to constitute expenses of administration under the
Bankruptcy Code or any applicable federal or state law for the relief of
debtors.

          (e)  Payments in U.S. Dollars, Withholding Taxes, etc. (i) All amounts
to be paid to the Trustee and the Belgian Floating Charge Lienholder under this
Agreement shall be payable when due in U.S. Dollars in the full amount due,
without deduction for any variation in any rate of exchange. The term "rate of
exchange" shall include any premiums and costs of exchange payable in connection
with the purchase of, or conversion into, the relevant currency.

          (ii) Amounts payable to the Trustee and the Belgian Floating Charge
     Lienholder by the Credit Parties hereunder or in the Indenture shall be
     payable free and clear of any an all present and future taxes, withholdings
     and any other charges or deductions of the jurisdictions of the applicable
     Credit Party or any political subdivision thereof or any jurisdiction from
     which the Credit Parties may make such payment ("Withholding Taxes"). If
     any Credit party is prevented by operation of law or otherwise from paying,
     causing to be paid, or remitting that portion of amounts payable to the
     Trustee or the Belgian Floating Charge Lienholder hereunder represented by
     Withholding Taxes withheld or deducted, then amounts payable hereunder
     shall be increased to such amount as is necessary to yield and remit to the
     Trustee or the Belgian Floating Charge Lienholder, as the case may be, the
     applicable amount specified herein after provision for payment of
     Withholding Taxes.

          (f)  Survival. The provisions of this Section 8.07 shall survive the
resignation or removal of the Trustee and the termination of this Indenture or
the Security Documents.

          SECTION 8.08.  Replacement of Trustee.
                         ----------------------

          (a)  Effectiveness of Resignation or Removal. A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective

                                    Indenture
                                    ---------

<PAGE>

                                     - 97 -

only upon the successor Trustee's acceptance of appointment as provided in this
Section 8.08.

          (b)  Resignation and Removal. The Trustee may resign by so notifying
the Issuer in writing at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in principal amount of the outstanding
Notes may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the consent of the Issuer. The Issuer may
remove the Trustee if:

          (i)   the Trustee fails to comply with Section 8.10 hereof;

          (ii)  the Trustee is adjudged a bankrupt or an insolvent;

          (iii) a receiver or other public officer takes charge of the Trustee
     or its Property; or

          (iv)  the Trustee becomes incapable of acting.

          (c)  Appointment of Successor. If the Trustee resigns or is removed,
or if a vacancy exists in the office of Trustee for any reason, the Issuer shall
promptly appoint a successor Trustee. If the successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuer or the Holders of a majority in principal amount of
the outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          (d)  Acceptance by Successor. A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee and to the Issuer.
Immediately after the delivery of such written acceptance, subject to the lien
provided in Section 8.07 hereof, (i) the retiring Trustee shall transfer all
Property held by it as Trustee to the successor Trustee, (ii) the resignation or
removal of the retiring Trustee shall become effective and (iii) the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

          (e)  Removal by Court. If the Trustee fails to comply with Section
8.10 hereof, any Holder who satisfies the requirements of Section 310(b) of the
TIA may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

          (f)  Rights of Retiring Trustee. Notwithstanding resignation or
replacement of the Trustee pursuant to this Section 8.08, the Issuer's
obligations under Section 8.07 hereof shall continue for the benefit of the
resigning or retiring Trustee. Within 30 days after such resignation or
replacement, the Issuer agrees to pay all compensation and reasonable fees and
expenses which are due and payable to such resigning or replaced Trustee.

                                    Indenture
                                    ---------

<PAGE>

                                     - 98 -

          SECTION 8.09.  Successor Trustee by Merger, Etc.
                         ---------------------------------

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee with the same effect as if the
successor Trustee had been named as the Trustee herein.

          SECTION 8.10.  Eligibility; Disqualification.
                         -----------------------------

          This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1), (2) and (5) of the TIA. The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee and the Issuer
shall comply with Section 310(b) of the TIA; provided that there shall be
excluded from the operation of Section 310(b)(1) of the TIA any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in Section 310(b)(1) of the TIA are
met; provided that nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the TIA.

          SECTION 8.11.  Money Held in Trust.
                         -------------------

          The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree with the Issuer. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

          SECTION 8.12.  Withholding Taxes.
                         -----------------

          The Trustee, as Paying Agent for the Issuer, shall exclude and
withhold from each payment of principal, premium, if any, and interest and other
amounts due hereunder or under the Notes any and all withholding taxes
applicable thereto to the extent that the Trustee has been specifically
instructed by the Issuer that stated amounts for taxes should be withheld. The
Trustee agrees to act as such withholding agent and, in connection therewith,
whenever it has been so instructed that any present or future taxes or similar
charges are required to be withheld with respect to any amounts payable in
respect of the Notes, (i) shall withhold such amounts and timely pay the same to
the appropriate authority in the name of and on behalf of the Holders, (ii)
shall file in a timely manner any necessary withholding tax returns or
statements that it is required to file by law and (iii) as promptly as possible
after the payment thereof, it shall deliver to each Holder such documentation
(if any) as it may be required by law to deliver, showing the payment thereof.

          SECTION 8.13.  Preferential Collection of Claims Against the Issuer.
                         ----------------------------------------------------

          The Trustee shall comply with Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the TIA to the
extent indicated therein.

                                    Indenture
                                    ---------

<PAGE>

                                     - 99 -

                     ARTICLE IX APPLICATION OF TRUST MONEYS

          SECTION 9.01.  "Trust Moneys" Defined.
                         ----------------------

          All Cash Collateral received by the Trustee at any time (including
Qualified Cash Equivalents deposited in the Asset Sale Proceeds Account, the
Specified Subsidiary Asset Sale Proceeds Account or the Specified Subsidiary
Casualty Event Proceeds Account pursuant to the terms of this Indenture or any
Security Document):

          (a)  upon the release of Property from the Lien of this Indenture and
     the Security Documents, including all moneys received in respect of the
     principal of all purchase money, governmental and other obligations;

          (b)  as Net Cash Proceeds deposited in the Asset Sale Proceeds
     Account, Specified Subsidiary Asset Sale Proceeds Account or the Specified
     Subsidiary Casualty Event Proceeds Account (including investment income
     thereon);

          (c)  as other proceeds of insurance upon any part of the Collateral
     (other than insurance proceeds on Motor Vehicles and any liability
     insurance proceeds payable to the Trustee for any loss, liability or
     expense incurred by it); or

          (d)  for application under this Article IX as elsewhere provided in
     this Indenture or any Security Document, or whose disposition is not
     elsewhere otherwise specifically provided for herein or in any Security
     Document;

(all such moneys being herein sometimes called "Trust Moneys"), shall be held by
the Trustee in its name for the benefit of the Holders as a part of the
Collateral as provided in the Security Documents, shall be held in United States
dollars or U.S. Dollar denominated obligations, and, upon any entry upon or sale
of the Collateral or any part thereof pursuant to Article VII hereof, said Trust
Moneys shall be applied in accordance with Section 7.10 hereof; but, prior to
any such entry or sale, all or any part of the Trust Moneys may be withdrawn,
and shall be released, paid or applied by the Trustee, from time to time as
provided in any Intercreditor Agreement, if applicable, and Sections 9.02 to
9.04 hereof, inclusive, and may be applied by the Trustee as provided in Section
9.08(b) hereof.

          SECTION 9.02.  Retirement of Notes.
                         -------------------

          Other than Trust Moneys which shall be, from time to time (i)
deposited or held in the Asset Sale Proceeds Account or the Specified Subsidiary
Casualty Event Proceeds Account and applied in accordance with Sections 9.03 and
9.04 hereof or (ii) set aside, segregated or earmarked, from time to time for
any redemption or repurchase of Notes required under the terms of this
Indenture, including Sections 3.08, 4.10 or 4.15

                                    Indenture
                                    ---------

<PAGE>

                                    - 100 -

hereof and otherwise, the Trustee shall apply Trust Moneys to the ratable
payment of the principal of, premium, if any, or interest on any Notes, at final
maturity or to the redemption thereof, as the Issuer shall direct pursuant to an
Issuer Order.

          SECTION 9.03.  Withdrawals of Insurance Proceeds and Condemnation
                         --------------------------------------------------
                         Awards.
                         ------

          Trust Moneys from time to time held in the Asset Sale Proceeds Account
and the Specified Subsidiary Casualty Event Proceeds Account, and representing
the Net Cash Proceeds of a Casualty Event (or investment earnings upon such Net
Cash Proceeds), may be withdrawn by the Company and shall be paid by the Trustee
to reimburse the Company for expenditures made, or to pay costs incurred, by the
Company or the Restricted Subsidiary that was the subject of such Casualty Event
to repair, rebuild or replace the Property destroyed, damaged or taken, upon
receipt by the Trustee of the following:

          (a)  an Officers' Certificate dated not more than 30 days prior to the
     date of the application for the withdrawal and payment of such Trust Moneys
     and signed also in the case of the following clauses (i) and (vi), by an
     Independent contractor, setting forth:

               (i)    that expenditures have been made, or costs incurred, or
          will be incurred simultaneously with such withdrawal of Trust Moneys,
          by the Company or the applicable Subsidiary in a specified amount for
          the purpose of making certain repairs, rebuildings and replacements of
          the Collateral, which shall be briefly described, and stating the fair
          value thereof to the Company or such Subsidiary at the date of the
          acquisition thereof by the Company or such Credit Party;

               (ii)   that no part of such expenditures or costs, in any
          previous or then pending application, has been or is being made the
          basis for the withdrawal of any Trust Moneys pursuant to this Section
          9.03;

               (iii)  that no part of such expenditure or costs has been paid
          out of any award for or the proceeds from any of the Collateral being
          taken not required to be paid into the Asset Sale Proceeds Account or
          Specified Subsidiary Casualty Event Proceeds Account, as the case may
          be;

               (iv)   that there is no outstanding Indebtedness or other
          obligation, other than costs for which payment is being requested,
          known to the Company, after due inquiry, for the purchase price or
          construction of such repairs, rebuildings or replacements, or for
          labor, wages, materials or supplies in connection with the making
          thereof, which, if unpaid, might become the basis of a vendor's,
          mechanics', laborer's, materialmen's statutory or other similar Lien
          upon any of such repairs, rebuildings or replacement, which Lien
          might, in the opinion of the signers of such

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                                    ---------

<PAGE>

                                    - 101 -

          certificate, materially impair the security afforded by such repairs,
          rebuildings or replacement;

               (v)    that the Property to be repaired, rebuilt or replaced is
          necessary or desirable in the conduct of the Company's or the
          applicable Subsidiary's business;

               (vi)   that no Default or Event of Default shall have occurred
          and be continuing, unremedied and unwaived;

               (vii)  that the Trust Moneys that will remain after such
          withdrawal will be sufficient to complete the repair, rebuilding or
          replacement of the Property destroyed, damaged or taken; and

               (viii) that all conditions precedent herein provided for relating
          to such withdrawal and payment have been complied with; and

          (b)  an Opinion of Counsel substantially stating:

               (i)    that the instruments that have been or are therewith
          delivered to the Trustee conform to the applicable requirements of
          this Indenture and the Security Documents, and that, upon the basis of
          such request by the Company and the accompanying documents specified
          in this Section 9.03, all conditions precedent herein provided for
          relating to such withdrawal and payment have been complied with;

               (ii)   that the Company or the applicable Subsidiary has
          acquired, or upon payment of the costs to be paid will acquire, title
          to such repairs, rebuildings and replacements at least equivalent to
          its title to the Property destroyed, damaged or taken; and

               (iii)  that all the Company's or the applicable Subsidiary's
          right, title and interest in and to said repairs, rebuildings or
          replacements, or combination thereof, are then or, upon payment of the
          costs to be paid will be, subject to the Lien of the Security
          Documents to the same extent as the Property that was the subject of
          such Casualty Event.

          Upon compliance with the foregoing provisions of this Section 9.03,
the Trustee shall pay on Issuer Request an amount of Trust Moneys of the
character aforesaid equal to the amount of the expenditures or costs stated in
the Officers' Certificate delivered pursuant to Section 9.03(a) hereof, or the
fair value to the Company or the applicable Restricted Subsidiary thereof of
such repairs, rebuildings and replacements stated in such Officers' Certificate,
whichever is less.

                                    Indenture
                                    ---------

<PAGE>

                                    - 102 -

          SECTION 9.04.  Withdrawals of Sale Proceeds.
                         ----------------------------

          To the extent that any Trust Moneys consist of Net Cash Proceeds of
any Asset Sale (other than a Casualty Event) and the Company elects to reinvest
such Net Cash Proceeds (or any portion thereof) into Property that is used or
useful in a Permitted Business as contemplated by clause (v) of Section 4.10(a)
hereof, such Trust Moneys may be withdrawn by the Company to enable such
reinvestment, upon receipt by the Trustee of the following:

          (a)  an Officers' Certificate dated not more than 30 days prior to
     the date of the application for the withdrawal and payment of such Trust
     Moneys, setting forth:

               (i)   that expenditures have been made, or costs incurred, or
          will be incurred simultaneously with such withdrawal of Trust Moneys,
          by the Company or a Restricted Subsidiary thereof in a specified
          amount for the purpose of acquiring such Property, which shall be
          briefly described, and stating the fair value thereof to the Company
          at the date of the acquisition thereof by the Company or such
          Subsidiary;

               (ii)  that no part of such expenditures, in any previous or then
          pending application, has been or is being made the basis for the
          withdrawal of any Trust Moneys pursuant to this Section 9.04;

               (iii) that the Property to be acquired is necessary or desirable
          in the conduct of the Company's or Subsidiary's business;

               (iv)  that the Company or the applicable Subsidiary has acquired
          or, upon payment of the costs to be paid will acquire, title to such
          Property at least equivalent to its title to the Property that was the
          subject of such Asset Sale;

               (v)   that no Default or Event of Default shall have occurred and
          be continuing, unremedied and unwaived; and

               (vi)  that all conditions precedent herein provided for relating
          to such withdrawal and payment have been complied with; and

          (b)  an Opinion of Counsel substantially stating:

               (i)   that the instruments that have been or are therewith
          delivered to the Trustee conform to the applicable requirements of
          this Indenture and the Security Documents, and that, upon the basis of
          such request by the Company and the accompanying documents specified
          in this Section 9.04, all conditions precedent herein provided for
          relating to such withdrawal and payment have been complied with; and

                                    Indenture
                                    ---------

<PAGE>

                                    - 103 -

               (ii)  that all the Company's or the applicable Subsidiary's
          right, title and interest in and to said Property are then subject to
          the Lien of the Security Documents to the same extent as the Property
          that was the subject of such Asset Sale.

          Upon compliance with the foregoing provisions of this Section 9.04,
the Trustee shall pay on Issuer Request an amount of Trust Moneys of the
character aforesaid equal to the amount of the expenditures or costs stated in
the Officers' Certificate delivered pursuant to Section 9.04(a) hereof, or the
fair value to the Company or the applicable Credit Party of such Property stated
in such Officers' Certificate, whichever is less.

          The foregoing provisions are subject to compliance with the other
terms of this Indenture, including the applicable redemption, purchase and other
requirements of Sections 3.08 and 4.10 hereof.

          SECTION 9.05.  Powers Exercisable Notwithstanding Event of Default.
                         ---------------------------------------------------

          In case a Default or an Event of Default shall have occurred and shall
be continuing, unremedied and unwaived, the Credit Parties, while in possession
of the Collateral (other than Cash Collateral, Possessory Collateral and other
Property held by, or required to be deposited with the Trustee hereunder or
pledged under the Security Documents), may do any of the things enumerated in
Sections 9.02 through 9.04 hereof if the Holders of a majority in aggregate
principal amount of the outstanding Notes, by appropriate action of such
Holders, shall consent to such action, in which event any certificate filed
under any of such Sections shall omit the statement to the effect that no
Default or Event of Default has occurred and is continuing, unremedied and
unwaived. This Section 9.05 shall not apply, however, during the continuance of
an Event of Default of the type specified in Section 7.01(i) or (j) hereof.

          SECTION 9.06.  Powers Exercisable by Trustee or Receiver.
                         -----------------------------------------

          In case the Collateral (other than any Cash Collateral, Possessory
Collateral and other Property held by, or required to be deposited or pledged
with the Trustee hereunder or under the Security Documents) shall be in the
possession of a receiver or trustee lawfully appointed, the powers hereinbefore
in this Article IX conferred upon the Credit Parties with respect to the
withdrawal or application of Trust Moneys may be exercised by such receiver or
trustee, in which case a certificate signed by such receiver or trustee shall be
deemed the equivalent of any Officers' Certificate required by this Article IX.
If the Trustee shall be in possession of any of the Collateral hereunder or
under the Security Documents, such powers may be exercised by the Trustee in its
discretion (it being understood that the Trustee shall have no obligation to
exercise such powers).

                                    Indenture
                                    ---------

<PAGE>

                                    - 104 -

          SECTION 9.07.  Disposition of Notes Retired.
                         ----------------------------

          All Notes received by the Trustee and for whose purchase Trust Moneys
are applied under this Article IX, if not otherwise cancelled, shall be promptly
cancelled and disposed of by the Trustee pursuant to Section 2.09 hereof.

          SECTION 9.08.  Investment and Use of Trust Moneys.
                         ----------------------------------

          (a)  Investment of Trust Moneys. All or any part of any Trust Moneys
held by the Trustee hereunder shall from time to time be invested by the
Trustee, upon the specific instructions of the Company, in Qualified Cash
Equivalents, and any interest on such investments which may be received by the
Trustee shall be retained by the Trustee as Trust Moneys. Such deposits shall be
held by the Trustee as a part of the Collateral, subject to the same provisions
hereof. The Trustee shall not be liable or responsible for any loss resulting
from such deposits except only for its own grossly negligent action, its own
grossly negligent failure to act or its own willful misconduct in complying with
this Section 9.08.

          (b)  Application by Trustee of Trust Moneys. If the Company shall fail
to perform any of its covenants in this Indenture or under any Security
Document, the Trustee may (but shall not be required to) at any time and from
time to time, use, apply and advance any Trust Moneys held by it under this
Article IX or make advances to effect performance of any such covenant on behalf
of the Company as contemplated by this Indenture or the Security Documents;
provided that (i) the Trustee shall not be required to make any such advances
from its own funds and (ii) all moneys so used or advanced by the Trustee,
together (in the case of funds advanced by the Trustee) with interest at the
rate borne by the Notes shall be repaid by the Issuer upon demand and shall be
entitled to the benefit of the Liens of the Security Documents. For repayment of
all such advances the Trustee shall have the right to use and apply any Trust
Moneys at any time held by it under this Article IX but no such use of Trust
Moneys or advance shall relieve the Issuer from any Default or Event of Default.

                  ARTICLE X AMENDMENTS, SUPPLEMENTS AND WAIVERS

          SECTION 10.01. Without Consent of Holders.
                         --------------------------

          The Credit Parties, when authorized by a Board Resolution, and the
Trustee may amend, supplement or waive any provision of, this Indenture, the
Notes or the Security Documents without notice to or the consent of any Holder:

          (i)     to cure any ambiguity, omission, defect or inconsistency in
     this Indenture or any Security Document; provided that such amendments,
     supplements or waivers shall not adversely affect the interests of the
     Holders in any material respect;

          (ii)    to comply with Article V hereof and, with respect to the
     Security Documents, Article VI hereunder;

                                    Indenture
                                    ---------

<PAGE>

                                    - 105 -

          (iii)   through the execution and delivery of one or more Guarantee
     Supplements;

          (iv)    to provide additional security for the Notes;

          (v)     to add to the covenants of the Credit Parties for the benefit
     of the Holders or to surrender any right or power conferred upon the Credit
     Parties;

          (vi)    to make any change that does not adversely affect the rights
     of any Holder of the Notes;

          (vii)   to comply with any requirements of the Commission in
     connection with the qualification of this Indenture under the TIA;

          (viii)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee in accordance with the terms of this
     Indenture; or

          (ix)    to correct or amplify the description of any Property at any
     time subject to the Lien of this Indenture or the Security Documents, or to
     subject additional Property to the Lien of this Indenture or the Security
     Documents, or to release Property subject to the Lien of this Indenture or
     any Security Document in accordance with the provisions of this Indenture
     and the Security Documents.

          After an amendment, supplement or waiver under this Section 10.01
becomes effective, the Issuer make available to the Holders on a Qualified
Internet Site notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

          SECTION 10.02. Consent of Holders.
                         ------------------

          (a)  Consent by Majority Holders. Without prior notice to the Holders,
the Credit Parties, when authorized by their respective Board of Directors (as
evidenced by a Board Resolution), and the Trustee may amend this Indenture, the
Notes, the Security Documents and the Intercreditor Agreement with the written
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes then outstanding, and the Holders of at least a majority of the
principal amount of the Notes then outstanding by written notice to the Trustee
may waive future compliance by any Credit Party with any provision of this
Indenture, the Notes or the Security Documents; provided that, other than for
Lien releases and terminations in accordance with this Indenture and the
Security Documents and Qualified Lien Releases, the Holders of at least 85% in
aggregate principal amount of the Notes then outstanding shall be required to
consent to the release of any substantial portion of Collateral from the Lien of
the Security Documents. The consent of the Holders shall not be required for any
amendment, modification or supplement of this Indenture or any Security Document

                                    Indenture
                                    ---------

<PAGE>

                                    - 106 -

solely (i) in order to effectuate the subordination of the Lien of the Security
Documents to any Lien securing a Working Capital Facility as contemplated by
Section 6.04 hereof or (ii) in connection with the release by the Trustee of any
Lien upon any Property of the Company or any Subsidiary that is the subject of a
sale or other disposition permitted hereunder, to the extent such release is
required pursuant to Section 6.05 hereof.

          (b)  Consent by Each Holder. Notwithstanding the provisions of
paragraph (a) of this Section 10.02, without the consent of each Holder
affected, an amendment or waiver, including a waiver pursuant to Section 7.04
hereof, may not:

          (i)     reduce the amount of Notes whose Holders must consent to an
     amendment;

          (ii)    reduce the rate of or extend the time for payment of interest
     on any Note;

          (iii)   reduce the principal of, premium on, or extend the Stated
     Maturity of any Note;

          (iv)    change any place of payment where, or the currency in which,
     any Note or the interest thereon is payable;

          (v)     impair the right of any Holder to receive payment of principal
     of, premium, if any, and interest on such Holder's Notes on or after the
     due dates therefor or to institute suit for the enforcement of any payment
     on or with respect to such Holder's Notes;

          (vi)    make any change in the amendment provisions or in the waiver
     provisions of this Indenture (including the provisions of this Article X
     and Section 7.02 hereof) which require the consent of Holders of all or a
     specified percentage in principal amount of outstanding Notes;

          (vii)   change the time at which any Note may be redeemed pursuant to
     Article III hereof; or

          (viii)  amend the provisions of Section 3.08, 3.09, 4.10 or 4.15
     hereof.

          (c)  Form of Consents. It shall not be necessary for the consent of
the Holders under this Section 10.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.

          (d)  Notice of Amendment. After an amendment, supplement or waiver
under this Section 10.02 becomes effective, the Issuer shall mail to the Holders
affected thereby a notice briefly describing the amendment, supplement or
waiver. The Issuer shall mail copies of any such amendment, supplement or waiver
to Holders upon

                                    Indenture
                                    ---------

<PAGE>

                                    - 107 -

request. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver.

          SECTION 10.03. Revocation and Effect of Consent.
                         --------------------------------

          (a)  Notice of Revocation. Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the Note of the consenting Holder, even if notation of the
consent is not made on any Note. However, any such Holder or subsequent Holder
may revoke the consent as to its Note or portion of its Note. Such revocation
shall be effective only if the Trustee receives the notice of revocation before
the date the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver shall become effective on receipt by the Trustee of written
consents from the Holders of the requisite percentage in principal amount of the
outstanding Notes.

          (b)  Record Dates. The Issuer may, but shall not be obligated to, fix
a Record Date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver. If a Record Date is fixed, then,
notwithstanding the last two sentences of the immediately preceding paragraph,
those Persons who were Holders at such Record Date (or their duly designated
proxies) and only those Persons shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders after such Record Date. No such consent
shall be valid or effective for more than 90 days after such Record Date.

          SECTION 10.04. Notation on or Exchange of Notes.
                         --------------------------------

          If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Note about the changed terms and return it
to the Holder and the Trustee may place an appropriate notation on any Note
thereafter authenticated. Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for a Note shall issue, and the Trustee shall
authenticate, a new Note that reflects the changed terms.

          SECTION 10.05. Trustee to Sign Amendments, Etc.
                         --------------------------------

          The Trustee shall be entitled to receive, and shall be fully protected
in relying upon, an Officers' Certificate and Opinion of Counsel (at the cost
and expense of the Issuer) meeting the requirements of Sections 12.03 and 12.04
hereof and stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article X is authorized or permitted by this
Indenture and that all conditions precedent have been satisfied. The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver that affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                                    Indenture
                                    ---------

<PAGE>

                                    - 108 -

          SECTION 10.06. Conformity with Trust Indenture Act.
                         -----------------------------------

          Every amendment, supplement and waiver executed pursuant to this
Article X shall conform to the requirements of the TIA as then in effect.

          SECTION 10.07. Amendments to Security Documents.
                         --------------------------------

          Except as otherwise provided in Sections 10.01 and 10.02 hereof, the
Credit Parties shall not amend, modify or supplement, or permit or consent to
any amendment, modification or supplement of, this Indenture, the Notes or the
Security Documents.

                            ARTICLE XI NOTE GUARANTEE

          SECTION 11.01. Note Guarantee.
                         --------------

          Subject to this Article XI, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee, and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes,
the Security Documents or the obligations of the Issuer hereunder or thereunder,
that: (a) the principal of, premium, if any, and interest on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium, if any, and
interest on the Notes, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

          The obligations of the Guarantors under this Article XI are absolute
and unconditional, joint and several, irrespective of the value, genuineness,
validity, regularity or enforceability of the obligations of the Issuer under
this Indenture, the Notes or the Security Documents, or any other agreement or
instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Article XI that the obligations of the Guarantors
hereunder shall be absolute and unconditional, joint and several, under any and
all circumstances. Without limiting the generality of the foregoing, it is
agreed that the occurrence of any one or more of the

                                    Indenture
                                    ---------

<PAGE>

                                    - 109 -

following shall not alter or impair the liability of the Guarantors hereunder,
which shall remain absolute and unconditional as described above:

          (i)   at any time or from time to time, without notice to the
     Guarantors, the time for any performance of or compliance with any of the
     Guaranteed Obligations shall be extended, or such performance or compliance
     shall be waived;

          (ii)  any of the acts mentioned in any of the provisions of this
     Indenture, the Notes or the Security Documents, or any other agreement or
     instrument referred to herein or therein shall be done or omitted;

          (iii) the maturity of any of the Guaranteed Obligations shall be
     accelerated, or any of the Guaranteed Obligations shall be modified,
     supplemented or amended in any respect, or any right under this Indenture,
     the Notes or the Security Documents, or any other agreement or instrument
     referred to herein or therein, shall be waived or any other guarantee of
     any of the Guaranteed Obligations or any security therefor shall be
     released or exchanged in whole or in part or otherwise dealt with; or

          (iv)  any Lien granted to, or in favor of, the Trustee as security for
     any of the Guaranteed Obligations (including pursuant to any of the
     Security Documents) shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Trustee or any
Holder exhaust any right, power or remedy or proceed against the Issuer under
this Indenture, the Notes or the Security Documents, or any other agreement or
instrument referred to herein or therein, or against any other Person (including
any other Guarantor hereunder) under any other guarantee of, or security for,
any of the Guaranteed Obligations.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Issuer, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Issuer or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations may be accelerated as provided in Article VII hereof for
the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed
Obligations and (y) in the event of any declaration of acceleration of such
obligations as provided in Article VII hereof, such obligations (whether or not
due and

                                    Indenture
                                    ---------

<PAGE>

                                    - 110 -

payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee.

          SECTION 11.02. Limitation on Guarantor Liability.
                         ---------------------------------

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to any Note Guarantee. To effectuate the foregoing intention,
the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor under its Note Guarantee and this Article XI shall
be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from, or payments made by or on behalf of, any
other Guarantor in respect of the obligations of such other Guarantor under this
Article XI, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent transfer or conveyance. Without limiting the
generality of the foregoing, the obligations of each Guarantor identified in
Schedule 3 hereto shall be limited as set forth therein.

          SECTION 11.03. Rights of Contribution.
                         ----------------------

          The Guarantors hereby agree, as between themselves, that if any
Guarantor shall become an Excess Funding Guarantor (as defined below) by reason
of the payment by such Guarantor of any Guaranteed Obligations, each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
next sentence), pay to such Excess Funding Guarantor an amount equal to such
Guarantor's Pro Rata Share (as defined below and determined, for this purpose,
without reference to the Property, debts and liabilities of such Excess Funding
Guarantor) of the Excess Payment (as defined below) in respect of such
Guaranteed Obligations. The payment obligation of a Guarantor to any Excess
Funding Guarantor under this Section 11.03 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Article XI and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations.

          For purposes of this Section 11.03, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Guarantor that has paid an
amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii)
"Excess Payment" means, in respect of any Guaranteed Obligations, the amount
paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such
Guaranteed Obligations and (iii) "Pro Rata Share" means, for any Guarantor, the
ratio (expressed as a percentage) of (x) the amount by which the aggregate
present fair saleable value of all Property of such Guarantor (excluding any
shares of stock of any other Guarantor) exceeds the amount of all the debts and
liabilities of such Guarantor (including contingent, subordinated,

                                    Indenture
                                    ---------

<PAGE>

                                    - 111 -

unmatured and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder and any obligations of any other Guarantor that have been
Guaranteed by such Guarantor) to (y) the amount by which the aggregate fair
saleable value of all Property of all of the Guarantors exceeds the amount of
all the debts and liabilities (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of the Issuer and the
Guarantors hereunder and under the Security Documents) of all of the Guarantors,
determined (A) with respect to any Guarantor that is a party hereto on the date
hereof, as of the Issue Date and (B) with respect to any other Guarantor, as of
the date such Guarantor becomes a Guarantor hereunder.

          SECTION 11.04. Parallel Debt Structure - Relevant Jurisdictions.
                         ------------------------------------------------

          (a)  Creation of Parallel Obligations. For purposes of (x) creating a
Lien in the Collateral in or subject to the laws of any jurisdiction (each being
herein called a "Relevant Jurisdiction"), such as Austria, France, Hungary,
Luxembourg, The Netherlands, Spain, Sweden or Switzerland, but excluding Belgium
(as to which the provisions of Section 11.05 hereof shall be applicable) that
only permits Liens of a certain type to be granted to the Trustee to secure
obligations directly held by the Trustee and (y) ensuring the continued validity
of any such Lien, the Trustee and the Credit Parties, and each Holder by
acceptance of the Notes, agrees that notwithstanding anything to the contrary
contained in this Indenture or any Note or Security Document:

          (i)   for purposes of this Section 11.04, "Principal Obligations"
     means in respect of each Relevant Jurisdiction and in relation to a Credit
     Party having assets in such Relevant Jurisdiction, any sums owing by it to
     the Holders under this Indenture, the Notes or any Security Document;

          (ii)  such Credit Party shall be obligated to the Trustee an amount
     equal to, and in the same currency of, its Principal Obligations as and
     when the same become due and payable under this Indenture, the Notes or the
     relevant Security Document (the "Parallel Obligations"); provided that the
     total amount of the Parallel Obligations of such Credit Party shall never
     exceed the total amount of the Principal Obligations of such Credit Party;

          (iii) the rights of the Holders to receive payment of the Principal
     Obligations are several from the rights of the Trustee to receive payment
     of the Parallel Obligations;

          (iv)  the Trustee shall have an independent right, in its own name and
     stead, to demand payment of the Parallel Obligations by the Credit Parties
     upon the occurrence and during the continuance of an unremedied and
     unwaived Event of Default (except that, in the case of an Event of Default
     specified in paragraph (i) or (j) of Section 7.01 hereof, the Parallel
     Obligations shall be due and payable immediately without any such demand or
     other action or notice);

                                    Indenture
                                    ---------

<PAGE>

                                    - 112 -

          (v)   the payment by such Credit Party of its Parallel Obligations to
     the Trustee in accordance with this Section 11.04 (whether through direct
     payment by such Credit Party or enforcement of its Note Guarantee or any
     Lien held by the Trustee securing the Parallel Obligations) shall discharge
     the corresponding Principal Obligations of such Credit Party, and,
     similarly, the payment by such Credit Party of its Principal Obligations
     (whether through direct payment by such Credit Party or enforcement of its
     Note Guarantee or any Lien held by the Trustee securing the Principal
     Obligations) shall discharge its corresponding Parallel Obligations owed to
     the Trustee under this Section 11.04; and

          (vi)  nothing in this Section 11.04 shall in any way limit the
     Trustee's right to act in the protection or preservation of, the rights
     under, or to enforce any, Security Document as contemplated by this
     Indenture or any Security Document.

          (b)  No Limitation of Principal Obligations. Nothing in this Section
11.04 shall in any way negate or affect the obligations of any Credit Party to
the Holders under this Indenture, the Notes and the Security Documents.

          (c)  Role and Undertaking of Trustee. For purposes of this Section
11.04, the Trustee acts in its own name and stead and not as agent or trustee of
any Holder, and the security granted under the Security Documents to the Trustee
to secure the Parallel Obligations is granted to the Trustee in its capacity as
a direct creditor in respect of the Parallel Obligations, and not as a trustee
or agent for the Holders. The Trustee undertakes to pay to the Holders an amount
equal to any amount collected or received by it which it has applied in
reduction of the Parallel Obligations as if the corresponding Principal
Obligations had not been discharged pursuant to Section 11.04(a)(v) hereof.

          SECTION 11.05. Parallel Debt Structure - Belgium.
                         ---------------------------------

          (a)  Creation of Parallel Obligations. For purposes of (x) creating a
floating charge by each Guarantor organized under the law of Belgium (herein, a
"Belgian Guarantor"), and a mortgage by GC Pan European Global Crossing Belgie
BVBA in or subject to the laws of Belgium and (y) ensuring the continued
validity of any such Lien, the Trustee and the Belgian Guarantors, and each
Holder by acceptance of the Notes, agrees that notwithstanding anything to the
contrary contained in this Indenture or any Note or Security Document:

          (i)   for purposes of this Section 11.05, "Principal Obligations"
     means in respect of Belgium and in relation to a Belgian Guarantor, any
     sums owing by it to the Holders under this Indenture, the Notes or any
     Security Document;

          (ii)  the respective Belgian Guarantor shall pay to the Trustee, with
     respect to the mortgage granted by GC Pan European Crossing Belgie BVBA,
     and to a bank that qualifies as an "EU Credit Institution" under Belgium
     law and that is designated by the Trustee (the "Belgian Floating Charge
     Lienholder"), with respect to the floating charge granted by such Belgian
     Guarantor over its

                                    Indenture
                                    ---------

<PAGE>

                                    - 113 -

     commercial business, an amount equal to, and in the same currency of, its
     Principal Obligations as and when the same become due and payable under
     this Indenture, the Notes and the Security Documents (the "Parallel
     Obligations"); provided that the total amount of the Parallel Obligations
     of such Belgium Guarantor shall never exceed the total amount of the
     Principal Obligations of such Belgium Guarantor;

          (iii) the rights of the Holders to receive payment of the Principal
     Obligations are several from the rights of the Trustee and the Belgian
     Floating Charge Lienholder to receive payment of the Parallel Obligations;

          (iv)  each of the Trustee and the Belgian Floating Charge Lienholder
     shall have an independent right, in its own name and stead, to demand
     payment of the Parallel Obligations by the respective Belgian Guarantor
     upon the occurrence and during the continuance of an unremedied and
     unwaived Event of Default (except that, in the case of an Event of Default
     specified in paragraph (i) or (j) of Section 7.01 hereof, the Parallel
     Obligations shall be due and payable immediately without any such demand or
     other action or notice);

          (v)   the payment by a Belgian Guarantor of its Parallel Obligations
     to the Trustee or, as the case may be, the Belgian Floating Charge
     Lienholder, in accordance with this Section 11.05 (whether through direct
     payment by such Belgian Guarantor or enforcement of its Note Guarantee or
     any Lien held by the Trustee or the Belgian Floating Charge Lienholder
     securing the Parallel Obligations) shall discharge the corresponding
     Principal Obligations of such Belgian Guarantor, and, similarly, the
     payment by a such Belgian Guarantor of the Principal Obligations (whether
     through direct payment by such Belgian Guarantor or enforcement of its Note
     Guarantee or any Lien held by the Trustee securing the Principal
     Obligations) shall discharge the corresponding Parallel Obligations owed to
     the Trustee or, as the case may be, the Belgian Floating Charge Lienholder,
     under this Section 11.05; and

          (vi)  nothing in this Section 11.05 shall in any way limit the
     Trustee's or the Belgian Floating Charge Lienholder's, right to act in the
     protection or preservation of, the rights under, or to enforce any,
     Security Document as contemplated by this Indenture or any Security
     Document.

          (b)  No Limitation of Principal Obligations. Nothing in this Section
11.05 shall in any way negate or affect the obligations of any Belgian Guarantor
to the Holders under this Indenture, the Notes and the Security Documents.

          (c)  Role and Undertaking of Trustee and Belgian Floating Charge
Lienholder. For purposes of this Section 11.05, each of the Trustee and the
Belgian Floating Charge Lienholder acts in its own name and stead and not as
agent or trustee of any Holder, and the security granted under the Security
Documents to the Trustee or, as the case may be, the Belgian Floating Charge
Lienholder to secure the Parallel

                                    Indenture
                                    ---------

<PAGE>

                                    - 114 -

Obligations is granted to the Trustee or, as the case may be, the Belgian
Floating Charge Lienholder in its capacity as a direct creditor in respect of
the Parallel Obligations, and not as a trustee or agent for the Holders. The
Trustee undertakes (and the Belgian Floating Charge Lienholder, pursuant to the
floating charge referred to in Section 11.05(a)(ii) hereof will undertake) to
pay to the Holders an amount equal to any amount collected or received by it
which it has applied in reduction of the Parallel Obligations as if the
corresponding Principal Obligations had not been discharged pursuant to Section
11.05(a)(v) hereof.

          SECTION 11.06. Guarantee Limitations.
                         ---------------------

          Notwithstanding anything in this Indenture to the contrary, (a) the
obligations of any of GCUK or any of its Subsidiaries that are Guarantors shall
not in the aggregate exceed $225,000,000 under any Note Guarantee (and,
accordingly, the maximum aggregate amount that GCUK and its Subsidiaries are
required to pay pursuant to this Article XI shall not exceed $225,000,000) and
(b) the obligations of any of Global Marine or any of its Subsidiaries that are
Guarantors shall not in the aggregate exceed $44,200,000 under any Note
Guarantee (and, accordingly, the maximum aggregate amount that Global Marine and
its Subsidiaries are required to pay pursuant to this Article XI shall not
exceed $44,200,000).

                            ARTICLE XII MISCELLANEOUS

          SECTION 12.01. Trust Indenture Act of 1939.
                         ---------------------------

          This Indenture shall be subject to the provisions of the TIA that are
required to be a part of this Indenture and shall, to the extent applicable,
incorporate and be governed by such provisions.

          SECTION 12.02. Notices.
                         -------

          (a)  Addresses for Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person, telecopied or mailed
by first class mail addressed as follows:

     if to the Issuer or any Guarantor:

          Office of the General Counsel
          Global Crossing Limited
          200 Park Avenue, M  Suite  300
          Florham  Park, NJ 07932
          Facsimile: 973-360-0538

                                    Indenture
                                    ---------

<PAGE>

                                    - 115 -

     if to the Trustee:

          Wells Fargo Bank Minnesota, N.A.
          Corporate Trust
          Sixth Street and Marquette Avenue
          MAC N 9303-120
          Minneapolis, MN 55479
          Attention: Corporate Trust
          Facsimile: 612-667-9825

          The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

          (b)  Mailing of Notices to Holders. Any notice or communication mailed
to a Holder shall be mailed to him/her at his/her address as it appears on the
Note Register by first class mail and shall be sufficiently given to him/her if
so mailed within the time prescribed. Copies of any such communication or notice
to a Holder shall also be mailed to the Trustee and each Agent at the same time.
In case by reason of the suspension of first class mail service or by reason of
any other cause it shall be impracticable to give such notice by first class
mail, then such notification by nationally recognized national or international
courier shall constitute a sufficient notification for every purpose hereunder
in lieu of notification by first class mail.

          (c)  Effectiveness of Notices. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. All notices shall be effective upon receipt by
the party to which such notice is directed. If any such notice shall be
delivered on a non-Business Day, such notice shall be deemed effective on the
next Business Day.

          (d)  Waiver of Notice Requirements. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

          SECTION 12.03. Certificate and Opinion as to Conditions Precedent.
                         --------------------------------------------------

          Upon any request or application by any Credit Party to the Trustee to
take any action under this Indenture, such Credit Party shall furnish to the
Trustee:

          (a)  an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

                                    Indenture
                                    ---------

<PAGE>

                                    - 116 -

          (b)  an Opinion of Counsel stating that, in the opinion of such
     Counsel, all such conditions precedent have been complied with.

          The Credit Parties shall otherwise comply with Section 314(c) of the
TIA.

          SECTION 12.04. Statements Required in Certificate or Opinion.
                         ---------------------------------------------

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

          (a)  a statement that the person making such certificate or opinion
     has read such covenant or condition;

          (b)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statement or opinion contained in such
     certificate or opinion is based;

          (c)  a statement that, in the opinion of such person, he/she has made
     such examination or investigation as is necessary to enable him/her 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 or not, in the opinion of such person,
     such condition or covenant has been complied with.

          SECTION 12.05. Rules by Trustee, Paying Agent or Registrar.
                         -------------------------------------------

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Paying Agent and the Registrars may each make reasonable rules for
its functions.

          SECTION 12.06. Payment Date Other Than a Business Day.
                         --------------------------------------

          If an Interest Payment Date, redemption date, Change of Control
Payment Date, Excess Proceeds Payment Date or Stated Maturity or date of
maturity of any Note shall not be a Business Day at any place of payment, then
payment of principal of, premium, if any, or interest on such Note, as the case
may be, need not be made on such date, but may be made on the next succeeding
Business Day at such place of payment with the same force and effect as if made
on the Interest Payment Date, Change in Control Payment Date, Purchase Date, or
redemption date, or at the Stated Maturity or date of maturity of such Note;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Change in Control Payment Date, Purchase Date, redemption
date, Stated Maturity or date of maturity, as the case may be.

                                    Indenture
                                    ---------

<PAGE>

                                    - 117 -

          SECTION 12.07. Governing Law.
                         -------------

          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE, THE
NOTES AND, TO THE EXTENT PROVIDED THEREIN, THE SECURITY DOCUMENTS, IN EACH CASE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

          SECTION 12.08. No Adverse Interpretation of Other Agreements; Use of
                         -----------------------------------------------------
                         English Language.
                         ----------------

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

          This Indenture has been executed in the English language. All
certificates, reports, notices and other documents and communications given or
delivered pursuant to this Agreement (including any modifications or supplements
hereto) shall be in the English language, or accompanied by a certified English
translation thereof. In connection with the registration of Security Documents
outside of the United States of America, it may be necessary that this Indenture
be translated into other languages; provided that it is understood and agreed
that the sole official version of this Indenture is the English language version
executed by the parties hereto.

          SECTION 12.09. No Recourse Against Others.
                         --------------------------

          Except for the Note Guarantee provided for in Article XI hereof, no
director, officer, employee, incorporator, equity holder or shareholder of the
Issuer shall have any liability for any obligations of the Issuer under the
Notes or this Indenture or any Security Documents or for any claim based on, in
respect of, or by reason of, such obligations or their creation. No director,
officer, employee, incorporator, equity holder or stockholder of any of the
Guarantors shall have any liability for any obligations of the Guarantors under
the Note Guarantees, this Indenture or the Security Documents or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder, by accepting a Note, waives and releases all such liabilities. Such
waiver and release are part of the consideration for the issuance of the Notes.
Such waiver may not be effective to waive liabilities under federal securities
laws and it is the current view of the Commission that such a waiver is against
public policy.

          SECTION 12.10. Successors.
                         ----------

          All agreements of the Issuer and the Guarantors in this Indenture and
the Notes shall bind each of its successors and its assigns by way of merger,
amalgamation or otherwise. All agreements of the Trustee in this Indenture shall
bind its successor. All agreements made on behalf of the Holders shall bind each
successor Holder and its assigns.

                                    Indenture
                                    ---------

<PAGE>

                                    - 118 -

          SECTION 12.11. Multiple Originals.
                         ------------------

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

          SECTION 12.12. Severability.
                         ------------

          In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

          SECTION 12.13. Qualification of Indenture.
                         --------------------------

          The Issuer shall qualify this Indenture under the TIA and shall pay
all reasonable costs and expenses (including attorneys' fees for the Issuer, the
Trustee and the Holders) incurred in connection therewith, including, but not
limited to, costs and expenses of qualification of this Indenture and printing
this Indenture. The Trustee shall be entitled to receive from the Issuer any
such Officers' Certificates, Opinions of Counsel or other documentation as it
may reasonably request in connection with any such qualification of this
Indenture under the TIA.

          SECTION 12.14. Table of Contents, Headings, Etc.
                         ---------------------------------

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms and provisions hereof.

          SECTION 12.15. Consent to Jurisdiction.
                         -----------------------

          Each Credit Party hereby irrevocably submits to the non-exclusive
jurisdiction of any New York State or Federal court sitting in New York City and
any appellate court from any thereof for the purposes of (and solely for the
purposes of) any suit, action or other proceeding arising out of or relating to
this Indenture or any of the transactions contemplated hereby, and each Credit
Party hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State court or in such
Federal court. Each Credit Party hereby (to the fullest extent it may
effectively do so) irrevocably waives and agrees not to assert, by way of
motion, as a defense, or otherwise in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason whatsoever, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper, or that this Indenture or the subject matter hereof may
not be enforced in such courts.

          Each Credit Party hereby irrevocably appoints Corporation Services
Company, presently located at 1177 Avenue of the Americas, New York, New York
10036 as its agent (the "Authorized Agent") to receive on behalf of such Credit
Party and its Property service of copies of the summons and complaint and any
other process which

                                    Indenture
                                    ---------

<PAGE>

                                    - 119 -

may be served in any such suit, action or proceeding and in any suit, action or
proceeding arising out of or relating to this Indenture to which such Credit
Party is a party. Such service may be made by mailing or delivering a copy of
such process to the Authorized Agent, and each Credit Party hereby irrevocably
authorize and direct the Authorized Agent to accept such service on its behalf.
As an alternative method of service, each Credit Party also irrevocably consents
to the service of any and all process in any such suit, action or proceeding by
the mailing of copies of such process to such Credit Party at its address
specified in Section 12.02 hereof. Each Credit Party agrees to take any and all
action, including the filing of any and all documents and instruments, that may
be necessary to continue such appointment in full force and effect as aforesaid.

          Service of process upon the Authorized Agent and written notice of
such service to the applicable Credit Party in accordance with Section 12.02 of
this Indenture shall be deemed, in every respect, effective service of process
upon such Credit Party. Each Credit Party agrees that a final judgment in any
such suit, action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Section 12.15 shall affect the right of the Trustee to serve
legal process in any other manner permitted by law or affect the right of the
Trustee to bring any action or proceeding against any Credit Party or its
Property in the courts of any other jurisdictions.

          SECTION 12.16. Waiver of Jury Trial.
                         --------------------

          EACH OF THE CREDIT PARTIES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

          SECTION 12.17. Judgment Currency.
                         -----------------

          The Credit Parties shall jointly and severally indemnify each Holder
against any loss incurred by such Holder as a result of any judgment or order
being given or made for any amount due under this Indenture, the Notes or the
Note Guarantees and such judgment or order being expressed and paid in a
currency (the "Judgment Currency") other than U.S. Dollars and as a result of
any variation as between the rate of exchange at which the U.S. Dollar amount is
converted into the Judgment Currency for the purpose of such judgment or order
and the spot rate of exchange in The City of New York at which such Holder on
the date of payment of such judgment or order is able to purchase U.S. Dollars
with the amount of the Judgment Currency actually received by such Holder. The
foregoing indemnity shall constitute a separate and independent obligation of
the Credit Parties and shall continue in full force and effect notwithstanding
any such judgment or order as aforesaid.

          The Credit Parties shall jointly and severally indemnify the Trustee
and its and its officers, directors, employees, representatives and agents and
the Belgian Floating Charge Lienholder (collectively, the "Indemnified Parties")
against any loss incurred by

                                    Indenture
                                    ---------

<PAGE>

                                    - 120 -

any such Indemnified Party as a result of any judgment or order being given or
made for any amount due under this Indenture, the Notes or the Note Guarantees
and such judgment or order being expressed and paid in a Judgment Currency other
than U.S. Dollars and as a result of any variation as between the rate of
exchange at which the U.S. Dollar amount is converted into the Judgment Currency
for the purpose of such judgment or order and the spot rate of exchange in The
City of New York at which such Indemnified Party on the date of payment of such
judgment or order is able to purchase U.S. Dollars with the amount of the
Judgment Currency actually received by such Indemnified Party. The foregoing
indemnity shall constitute a separate and independent obligation of the Credit
Parties and shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid.

          For purposes of this Section 12.17, the term "spot rate of exchange"
shall include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, U.S. Dollars.

          SECTION 12.18. Immunity.
                         --------

          To the extent that any Credit Party may be or become entitled, in any
jurisdiction in which judicial proceedings may at any time be commenced with
respect to this Indenture, the Notes, the Note Guarantees or any of the Security
Documents, to claim for itself or its properties or revenues any immunity from
suit, court jurisdiction, attachment prior to judgment, attachment in aid of
execution of a judgment, execution of a judgment or from any other legal process
or remedy relating to its obligations under this Indenture, the Notes, the Note
Guarantees or any of the Security Documents, and to the extent that in any such
jurisdiction there may be attributed such an immunity (whether or not claimed),
such Credit Party hereby irrevocably agrees not to claim and hereby irrevocably
waives such immunity to the fullest extent permitted by the laws of such
jurisdiction and consents generally for the purposes of the State Immunity Act
of 1978 of the United Kingdom to the giving of any relief or the issue of any
process.

          SECTION 12.19  Status of Indenture under Japanese Law.
                         --------------------------------------

          This Indenture shall be referred to as (Saimu Bensai Keiyaku) under
the laws of Japan and (Saimu Bensai Keiyaku dated November 12, 2003), which
shall appear in the registration of the Japanese mortgage on the motor vessel
"WAVE MERCURY", shall mean this Indenture.

                                    Indenture
                                    ---------

<PAGE>

                                    - 121 -

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed in their respective capacities as set forth below as of the
date first written above.


                                        ISSUER
                                        ------

                                        GLOBAL CROSSING NORTH AMERICAN
                                         HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GUARANTORS
                                        ----------

                                        GLOBAL CROSSING LIMITED


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                   Indenture
                                   ---------

<PAGE>

                                    - 122 -

U.S. GUARANTORS
---------------

ALC COMMUNICATIONS  CORPORATION           BUDGET CALL LONG DISTANCE, INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


BUSINESS TELEMANAGEMENT, INC.             GC DEV. CO., INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GC PACIFIC LANDING CORP.                  GLOBAL CROSSING ADVANCED CARD
                                           SERVICES, INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING BANDWIDTH, INC.           GLOBAL CROSSING BILLING, INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING DEVELOPMENT CO.           GLOBAL CROSSING EMPLOYEE SERVICES INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:

                                   Indenture
                                   ---------

<PAGE>

                                    - 123 -


GLOBAL CROSSING GLOBALCENTER HOLDINGS,    GLOBAL CROSSING HOLDINGS USA, LLC
 INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING INTERNET DIAL-UP, INC.    GLOBAL CROSSING LATIN AMERICA &
                                           CARIBBEAN CO.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING LOCAL SERVICES, INC.      GLOBAL CROSSING NORTH AMERICA, INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING NORTH AMERICAN            GLOBAL CROSSING TELECOMMUNICATIONS,
 NETWORKS, INC.                            INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING TELEMANAGEMENT, INC.      GLOBAL CROSSING USA INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:

                                   Indenture
                                   ---------

<PAGE>

                                    - 124 -


GT LANDING CORP.                          GT LANDING II CORP.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


INTERNATIONAL OPTICAL NETWORK, L.L.C.     IXNET, INC.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


MAC LANDING CORP.                         PAC LANDING CORP.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


RACAL TELECOMMUNICATIONS INC.             SUBSIDIARY TELCO, LLC


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


US CROSSING, INC.


By
  ------------------------------------
  Name:
  Title:

                                   Indenture
                                   ---------

<PAGE>

                                    - 125 -

BERMUDAN GUARANTORS
-------------------


ATLANTIC CROSSING HOLDINGS LTD.           ATLANTIC CROSSING LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title: Attorney-in-fact


ATLANTIC CROSSING II LTD.                 GLOBAL CROSSING HOLDINGS LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GLOBAL CROSSING INTERNATIONAL, LTD.       GLOBAL CROSSING NETWORK CENTER LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GLOBAL CROSSING PORTFOLIO HOLDINGS LTD.   MID-ATLANTIC CROSSING HOLDINGS LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


MID-ATLANTIC CROSSING LTD.                PAC PANAMA LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 126 -

PAN AMERICAN CROSSING HOLDINGS LTD.       PAN AMERICAN CROSSING LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


SOUTH AMERICAN CROSSING HOLDINGS LTD.     SOUTH AMERICAN CROSSING LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 127 -

CANADIAN GUARANTORS
-------------------


AMERITEL MANAGEMENT, INC.                 GLOBAL CROSSING CONFERENCING-CANADA,
                                            LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:


GLOBAL CROSSING TELECOMMUNICATIONS-       GLOBAL CROSSING WORLDWIDE CUSTOMER
 CANADA, LTD.                              HELP DESK CANADA LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title:                                    Title:

                                   Indenture
                                   ---------

<PAGE>

                                    - 128 -

UK GUARANTORS
-------------

Executed as a deed by                     Executed as a deed by
ATLANTIC CROSSING HOLDINGS U.K.           GC PAN EUROPEAN CROSSING UK LTD.
 LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


Executed as a deed by                     Executed as a deed by
GEOCONFERENCE LIMITED                     GLOBAL CROSSING (BIDCO) LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


Executed as a deed by                     Executed as a deed by
GLOBAL CROSSING CONFERENCING LIMITED      GLOBAL CROSSING EUROPE LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 129 -

Executed as a deed by                     Executed as a deed by
GLOBAL CROSSING IXNET EMEA HOLDINGS       GLOBAL CROSSING NETWORK CENTER (UK)
 LIMITED                                   LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


Executed as a deed by                     Executed as a deed by
GLOBAL CROSSING (UK)                      GT U.K. LTD.
TELECOMMUNICATIONS LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


Executed as a deed by                     Executed as a deed by
IXNET UK LIMITED                          MID-ATLANTIC CROSSING HOLDINGS UK LTD.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 130 -

Executed as a deed by
PAN AMERICAN CROSSING UK LTD.


By
  ------------------------------------
  Name:
  Title: Attorney-in-fact


By
  ------------------------------------
  Name:
  Title: Attorney-in-fact


                                   Indenture
                                   ---------

<PAGE>

                                    - 131 -

IRISH GUARANTORS:
-----------------


SIGNED, SEALED and DELIVERED by GC        SIGNED, SEALED and DELIVERED by GLOBAL
HOLDING SPV by its duly appointed         CROSSING IRELAND LIMITED  by  its
attorney:                                 duly appointed attorney:


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:


Witnesseth:                               Witnesseth:
           ---------------------------               ---------------------------
      Name:                                     Name:


SIGNED, SEALED and DELIVERED by GLOBAL    SIGNED, SEALED and DELIVERED by GLOBAL
CROSSING SERVICES EUROPE LIMITED by       CROSSING SERVICES IRELAND LIMITED by
its duly appointed attorney:              its duly appointed attorney:


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:


Witnesseth:                               Witnesseth:
           ---------------------------               ---------------------------
      Name:                                     Name:

                                   Indenture
                                   ---------

<PAGE>

                                    - 132 -

EUROPEAN GUARANTORS
-------------------


GC HUNGARY HOLDINGS VAGYONKEZELO          GC LANDING CO. GMBH
 KORLATOLT FELELOSSEGU TARSASAG


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GC PAN EUROPEAN CROSSING BELGIE           GC PAN EUROPEAN CROSSING
 B.V.B.A.                                  DANMARK A.P.S.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GC PAN EUROPEAN CROSSING DEUTSCHLAND      GC PAN EUROPEAN CROSSING FRANCE
 GMBH                                      S.A.R.L.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GC PAN EUROPEAN CROSSING HOLDINGS B.V.    GC PAN EUROPEAN CROSSING ITALIA S.R.L.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: ATTORNEY-IN-FACT BY VIRTUE OF
                                          THE POWER OF ATTORNEY EXECUTED ON
                                          NOVEMBER 6 2003 BEFORE NOTARY MARIA
                                          CELESTE PAMPURI NOTARY PUBLIC IN MILAN


GC PAN EUROPEAN CROSSING LUXEMBOURG       GC PAN EUROPEAN CROSSING LUXEMBOURG
 I S.A.R.L.                                II S.A.R.L.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 133 -

GC PAN EUROPEAN CROSSING NEDERLAND        GC PAN EUROPEAN CROSSING NETWORKS B.V.
 B.V.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GC PAN EUROPEAN CROSSING NORGE AS         GC PAN EUROPEAN CROSSING SVERIGE AB


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GC PAN EUROPEAN CROSSING SWITZERLAND      GLOBAL CROSSING BELGIE B.V.B.A.
 GMBH


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GLOBAL CROSSING CYPRUS HOLDINGS           GLOBAL CROSSING DANMARK APS
 LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GLOBAL CROSSING DEUTSCHLAND GMBH          GLOBAL CROSSING FRANCE SAS


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 134 -

GLOBAL CROSSING ITALIA S.R.L.             GLOBAL CROSSING NEDERLAND B.V.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: ATTORNEY-IN-FACT BY VIRTUE OF      Title: Attorney-in-fact
THE POWER OF ATTORNEY EXECUTED ON
NOVEMBER 6 2003 BEFORE NOTARY MARIA
CELESTE PAMPURI NOTARY PUBLIC IN MILAN


GLOBAL CROSSING NORGE AS                  GLOBAL CROSSING SVERIGE AB


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GLOBAL CROSSING SWITZERLAND GMBH          GLOBAL CROSSING VENEZUELA B.V.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GT NETHERLANDS B.V.                       INTERNATIONAL EXCHANGE NETWORKS SAS


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 135 -

GLOBAL MARINE GUARANTORS:
------------------------

GLOBAL MARINE CABLE SYSTEMS PTE           GLOBAL MARINE SYSTEMS (DEPOTS) LIMITED
 LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Authorized Signatory


                                           Executed as a deed by
GLOBAL MARINE SYSTEMS (JAPAN) LIMITED      GLOBAL MARINE SYSTEMS LIMITED


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


                                          By
                                            ------------------------------------
                                            Name:
                                            Title: Attorney-in-fact


VIBRO EINSPULTECHNIK DUKER- UND
 WASSERBAU GMBH


By
  ------------------------------------
  Name:
  Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 136 -

CARIBBEAN AND LATIN AMERICAN GUARANTORS:
---------------------------------------


GC ST. CROIX COMPANY, INC.                GLOBAL CROSSING MEXICANA S.
                                           DE R.L. DE C.V.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


GLOBAL CROSSING PANAMA INC.               GC SAC ARGENTINA S.R.L.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


SAC BRASIL HOLDING LTDA.                  SAC BRASIL LTDA.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


SAC CHILE S.A.                            SAC COLOMBIA LIMITADA


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact


SAC PANAMA S.A.                           SAC PERU S.R.L.


By                                        By
  ------------------------------------      ------------------------------------
  Name:                                     Name:
  Title: Attorney-in-fact                   Title: Attorney-in-fact

                                   Indenture
                                   ---------

<PAGE>

                                    - 137 -

                                        TRUSTEE
                                        -------


                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                   Indenture
                                   ---------

<PAGE>

                                                                      SCHEDULE 1

                                [Excluded Assets]

1.   Any rights or interests (direct or indirect) in Telinter, S.A. de C.V. or
     Telcontrol, S.A. de C.V.

2.   Global Crossing Espana S.L., so long as the same shall be liquidated and
     its existence terminated as promptly as practicable following the Issue
     Date and shall not, after the Issue Date, conduct any business.

3.   Any equity interests (direct or indirect) in NTT World Engineering Marine
     Corp, International Cableship Pte Limited or Sembawang Cable Depot Plc
     Limited.


                                    Indenture
                                    ---------

<PAGE>

                                                                      SCHEDULE 2

                             [Excluded Subsidiaries]

1.   Global Crossing Landing Mexicana S. de R.L. (Mexico), so long as the same
     conducts business substantially as conducted on the Issue Date.

2.   Global Crossing Servicios, S. de R.L. de C.V. (Mexico), so long as the same
     conducts business substantially as conducted on the Issue Date.

3.   Global Crossing Corporacion Mexicana, S. de R.L. de C.V., so long as the
     same conducts business substantially as conducted on the Issue Date.

4.   International Exchange Networks (Mexico), S.A. de C.V., so long as the same
     shall be liquidated and its existence terminated as promptly as practicable
     following the Issue Date and shall not, after the Issue Date, conduct any
     business.

5.   Ixnet (South Africa) (Proprietary) Ltd., so long as the same shall be
     liquidated and its existence terminated as promptly as practicable
     following the Issue Date and shall not, after the Issue Date, conduct any
     business.

6.   Global Marine Systems Pension Trustee Limited (U.K.), so long as the same
     shall conduct no business other than holding employee pension assets.

7.   GMS Guernsey Pension Trustee Limited (Guernsey, C.I.), so long as the same
     shall conduct no business other than holding employee pension assets.

8.   PT Macaser Indonesia (Indonesia), so long as the same shall be liquidated
     and its existence terminated as promptly as practicable following the Issue
     Date and shall not, after the Issue Date, conduct any business.

9.   Harmstorf Submarine Systems Sdn Bhd (Malaysia), so long as the same shall
     be liquidated and its existence terminated as promptly as practicable
     following the Issue Date and shall not, after the Issue Date, conduct any
     business.

10.  GC Pan European Crossing Czech, so long as the same shall be liquidated and
     its existence terminated as promptly as practicable following the Issue
     Date and shall not, after the Issue Date, conduct any business.

11.  Global Crossing Espana S.L., so long as the same shall be liquidated and
     its existence terminated as promptly as practicable following the Issue
     Date and shall not, after the Issue Date, conduct any business.

                                    Indenture
                                    ---------

<PAGE>

                                      - 2 -

12.  Global Marine Systems (Federal) Inc., for so long as such Subsidiary is a
     Classified Subsidiary.

13.  Global Marine Systems (Americas) Inc., for so long as such Subsidiary is a
     Classified Subsidiary.

14.  Global Marine Systems (Bermuda) Ltd.

15.  Global Crossing (Holdco) Ltd.

16.  Global Crossing Communications International Limited

17.  Global Crossing (UK) Internet Services Limited

18.  Global Crossing (UK) Telecommunications Network Limited

19.  International Optical Network Limited

20.  Global Marine Systems (Investments) Limited

21.  Subserv Limited

22.  Subserv Pro Limited

23.  Global Crossing Intermediate UK Holdings Ltd.


                                    Indenture
                                    ---------

<PAGE>

                                                                      SCHEDULE 3

                   [Provisions Relating to Certain Guarantors]

Belgium
-------

          The obligations of any Guarantor organized under the laws of Belgium
(herein, a "Belgian Guarantor") under the Indenture and any Security Documents
to which it is a party shall be limited to the extent that payment of such
obligations would cause such Belgian Guarantor's Net Assets to be reduced below
one-half of the amount of its registered share capital in accordance with
Article 332 of the Belgian Code of Companies (as amended from time to time), or
where such Belgian Guarantor's Net Assets already are below one-half of the
amount of its registered share capital, cause such Belgian Guarantor's Net
Assets to be further reduced (and in that connection, such Belgian Guarantor
agrees not to increase its registered share capital if the effect thereof would
be to reduce the amount of the limitation hereunder).

          For purposes hereof, "Net Assets" shall have the meaning given to it
by Article 320 of the Belgian Code of Companies (as amended from time to time).

France
------

          The obligations of any Guarantor organized under the laws of France
(herein, a "French Guarantor") under the Indenture (and specifically Article XI
thereof, and under any Security Documents to which it is a party, shall be
limited to an aggregate amount equal to the 85% of the higher of (i) the Net
Worth of such French Guarantor at the Issue Date and (ii) the Net Worth of such
French Guarantor at the time of the enforcement of such obligations.

          For purposes hereof, "Net Worth" means, in respect of any French
Guarantor, such French Guarantor's net worth ("capitaux propres") (including the
registered share capital, share premium, legal and statutory reserves, other
reserves, profits or losses carried forward, investment subsidies and regulated
provisions) as shown in the most recent financial statements (comptes annuels)
of such French Guarantor as certified by the statutory auditors and available at
the Issue Date or the date of its enforcement hereunder as the case may be.

Germany
-------

          The obligations of any Guarantor organized under the laws of Germany
(herein, a "German Guarantor") under the Indenture and any Security Documents to
which it is a party shall be limited to the extent that enforcement of such
obligations would cause such German Guarantor's Net Assets (Reinvermogen) to be
reduced below the amount of its registered share capital protected by sections
30 and 31 of the German Limited Liability Companies Act (GmbHG), or where such
German Guarantor's Net

                                    Indenture
                                    ---------

<PAGE>

                                      - 2 -

Assets already are below the amount of its registered share capital, cause such
amount to be further reduced.

          For the purpose of this Schedule 3, "Net Assets" shall be defined as
the total assets (Section 266(2) German Commercial Code) of the relevant German
Guarantor less (i) its accruals (Section 266(3)(B) German Commercial Code), (ii)
its liabilities (Section 266(3)(C) German Commercial Code) and (iii) its
deferred income (Section 266(3)(D) German Commercial Code); provided that for
the purposes of calculating the Net Assets of the relevant German Guarantor the
following balance sheet items shall be adjusted as follows:

          (A)  the amount of any increase of the registered share capital out of
     retained earnings (Kapitalerhohung aus Gesellschaftsmitteln) after the
     Issue Date shall be deducted from the registered share capital of the
     relevant German Guarantor; and

          (B)  loans and other contractual liabilities incurred in violation of
     the provisions of the Indenture or any security document, including any of
     the German Security Documents shall be disregarded.

          Furthermore, if and to the extent legally permissible and commercially
justifiable in respect of the relevant German Guarantor's business, the relevant
German Guarantor shall, in the situation where

          (i)  it does not have sufficient assets to maintain its capital; and

          (ii) its obligations under the Indenture and any Security Documents to
     which it is a party would therefore be limited under this Schedule 3 in
     whole or in part,

realize any and all of its assets that are shown in the balance sheet with a
book value (Buchwert) which is lower than the market value of such assets, and
are not essentially necessary for the German Guarantors' business
(betriebsnotwendig).

          If and to the extent legally permissible, the limitations provided for
in this Schedule 3 shall cease to apply if the relevant German Guarantor and the
shareholder(s) of the German Guarantor enter into a domination agreement
(Beherrschungsvertrag) and such domination agreement is registered in the
commercial register (Handelsregister) unless such shareholder(s) are unable to
fulfill their obligations under such domination agreement due to circumstances
that would allow the initiation of insolvency proceedings against it.

Italy
-----

          The obligations of any Guarantor organized under the laws of Italy
(herein, an "Italian Guarantor") under the Indenture and any Security Documents
to

                                    Indenture
                                    ---------

<PAGE>

                                      - 3 -

which it is a party shall be limited to such amount as would not cause such
Italian Guarantor's net assets (e.g. net equity as per the Italian Guarantor's
Italian financial statements) to be reduced below the amount of its registered
share capital as defined by the Italian Civil Code, or where such Italian
Guarantor's net assets already are below the amount of its registered share
capital cause such amount to be further reduced (and in that connection, such
Italian Guarantor, and each Credit Party that is a shareholder of such Italian
Guarantor, agrees not to increase its registered share capital (capitale
sociale), except to the extent required under mandatory provisions of Italian
law).

Luxembourg
----------

          The obligations of any Guarantor organized under the laws of
Luxembourg (herein, a "Luxembourg Guarantor") under the Indenture and any
Security Documents to which it is a party shall be limited to an amount equal to
95% of the Luxembourg Guarantor's equity (including the share capital, share
premium, legal and statutory reserves, other reserves, profits or losses carried
forward, investment subsidies and regulated provisions) as shown on the latest
financial statements available at the date of the relevant payment and approved
by such Luxembourg Guarantor's shareholders and certified by the statutory or
the independent auditor, as the case may be.

Norway
------

          Without limiting the generality of the foregoing, the obligations of
each Guarantor incorporated in Norway shall not cover any Indebtedness which, if
covered, would cause an infringement of sections 8-7 or 8-10 cfr. Section 1-4 of
the Norwegian Companies Act.

Sweden
------

          The obligations of any Guarantor organized under the laws of the
Kingdom of Sweden (herein, a "Swedish Guarantor") under the Indenture, and under
any Security Documents to which it is a party, shall be limited to such amount
as would not cause such Swedish Guarantor's Net Assets to be reduced below an
amount equal to its registered share capital, or where such Swedish Guarantor's
Net Assets already are below the amount of its registered share capital, cause
such Swedish Guarantor's Net Assets to be further reduced (and in that
connection, such Swedish Guarantor, and each Credit Party that is a shareholder
of such Swedish Guarantor, does not agree to increase its registered share
capital).

          For purposes hereof, "Net Assets" means, in respect of any Swedish
Guarantor, such Swedish Guarantor's equity (including the registered share
capital, share premium, legal and statutory reserves, other reserves, profits or
losses carried forward, investment subsidies and regulated provisions) as shown
on the latest financial statements available at the date of the relevant
enforcement hereunder approved by the shareholders of the Swedish Guarantor and
certified by the statutory auditors.

                                    Indenture
                                    ---------

<PAGE>

                                      - 4 -

Switzerland
-----------

          The obligations of any Guarantor organized under the laws of
Switzerland (herein, a "Swiss Guarantor") under the Indenture and any Documents
to which it is a party shall be limited to the maximum amount of profits
available for distribution by such Swiss Guarantor as dividends at the time or
times the obligations of such Swiss Guarantor fall due (being the balance sheet
profits and any reserves available for this purpose, in each case in accordance
with the Articles 804 et seq. of the Swiss Code of Obligations), as evidenced by
an interim balance sheet of the respective Swiss Guarantor.


                                    Indenture
                                    ---------

<PAGE>

                                                                       EXHIBIT A
                                 [Form of Note]

                                 (Face of Note)

          [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING SET FORTH IN THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED, IF IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND, IF IN PART, TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

          [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW AND,
ACCORDINGLY, MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNDER THE CIRCUMSTANCES
THAT WOULD RESULT IN A VIOLATION OF THE REGISTRATION REQUIREMENTS OF SAID ACT OR
SUCH OTHER LAW.]

                                                               CUSIP No.

REGISTERED NO. [ ]                                             PRINCIPAL AMOUNT:
                                                               $

                  GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC.

                                      Note
                                      ----

<PAGE>

                                      - 2 -

                        11% SENIOR SECURED NOTES DUE 2006

          Global Crossing North American Holdings, Inc., a corporation duly
organized and validly existing under the laws of the State of Delaware (herein
called the "Issuer"), for value received, hereby promises to pay to __________
or registered assigns, the principal sum of [AMOUNT IN WORDS] ($_________) on
_______________, 2006, and to pay interest thereon from the date of issuance of
this Note or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually in arrears on May 15 and November
15 in each year, commencing May 15, 2004, at a rate per annum provided in the
title hereof until the principal hereof is paid or made available for payment,
and, to the extent lawful, at the rate equal to 1% per annum in excess of the
interest rate then applicable to the Notes on any overdue principal, and on any
overdue installment of interest. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Record Date
which shall be the May 1 or November 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date; provided that interest
payable on the Stated Maturity shall be payable to the Person in whose name this
Note (or one or more predecessor Notes) is registered on the day (whether or not
a Business Day) immediately preceding such date. Except as otherwise provided in
the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Record Date and shall
be paid on the payment date fixed therefore by the Issuer to the Person in whose
name this Note is registered on a special record date for the payment of such
defaulted interest to be fixed by the Issuer, notice whereof shall be mailed to
each Holder at least fifteen days before the subsequent special record date.

          The Indenture provides for the Guarantee of the Obligations of the
Issuer under the Indenture and in respect of the Notes by the Company and all of
the Material Subsidiaries of the Company (other than by the Issuer itself). In
addition, the Indenture and related Security Documents provide that the
obligations of the Issuer and the Guarantors under and in respect of the
Indenture, the Notes and the Security Documents shall be entitled to the benefit
of Liens on all of the Property of the Credit Parties that constitutes
Collateral granted to the Trustee for the benefit of itself and the Holders as
provided in the Indenture and the Security Documents. Except for the Indenture
Exclusive Collateral referred to in the Indenture, such Liens in favor of the
Trustee are subordinated in priority to any Liens securing obligations in
respect of the Working Capital Facility referred to in the Indenture to the
extent set forth in the Indenture.

          Payment of the principal of, premium, if any, and interest (including
defaulted interest) on this Note will be made at an office or agency of the
Issuer maintained for such purpose in the Borough of Manhattan, the City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided that
at the option of the Issuer, payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Note Register (other than if this Note is a Global Note, in which case payment
of interest shall be made by wire transfer of funds to the registered holder
hereof).

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF

                                      Note
                                      ----

<PAGE>

                                      - 3 -

THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through a duly
appointed and authorized authenticating agent, by manual or facsimile signature
of an authorized signatory, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.


                                     Note
                                      ----

<PAGE>

                                      - 4 -

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated:
      -------------
                                        GLOBAL CROSSING NORTH
                                         AMERICAN HOLDINGS, INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE
 OF AUTHENTICATION

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee

Dated:
      -------------


By:
   -------------------------------------
   Name:
   Title:


                                      Note
                                      ----

<PAGE>

                                      - 5 -

                                 (Back of Note)

                        11% Senior Secured Notes due 2006

          This Note is one of a duly authorized issue of securities of the
Issuer issued and to be issued under an Indenture dated as of _____________,
2003 (herein called the "Indenture") by and between the Issuer, Global Crossing
Limited, a company duly organized and validly existing under the laws of Bermuda
(the "Company"), the other entities identified on the signature pages thereto
under the caption "GUARANTORS" (the Company together with such other entities,
and any entity that shall become a Guarantor thereunder pursuant to Section 4.19
or any other provision thereof, being herein called the "Guarantors" and,
together with the Issuer, the "Credit Parties") and WELLS FARGO BANK MINNESOTA,
N.A., as Trustee (herein called the "Trustee"), to which Indenture and all
indentures and guarantees supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Credit Parties, the Trustee and the Holders of the Notes and
of the terms upon which the Notes are, and are to be, authenticated and
delivered. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Issuer limited to $200,000,000 in
aggregate principal amount.

          The terms of this Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, except as otherwise provided therein. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture. To the extent that any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.

          1.   Interest.

          Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

          2.   Paying Agent and Registrar.

          Initially, the Trustee shall act as Paying Agent and Registrar (each,
herein called an "Agent"). The Issuer may remove any Agent upon written notice
to such Agent and the Trustee. None of the Company, any Subsidiary of the
Company or any Affiliate of any of them may act as Paying Agent, Registrar or
co-registrar.

          3.   Optional Redemption.

          The Issuer may at any time, and from time to time, at its option,
redeem the Notes in whole or in part, in a minimum aggregate redemption amount
of $5,000,000, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, the applicable redemption date

                                      Note
                                      ----

<PAGE>

                                      - 6 -

(subject to the right of Holders of records on the relevant record date to
receive interest due on the relevant interest payment date). Any such redemption
shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the
Indenture.

          4.   Mandatory Redemption.

          Except as provided in Section 3.08(b) of the Indenture, in the event
of one or more Specified Subsidiary Asset Sales, the Company shall, upon receipt
by the Company or the applicable Subsidiary of the Net Cash Proceeds of such
Specified Subsidiary Asset Sale, deposit, or cause to be deposited, and
thereafter retain, the entire amount of such Net Cash Proceeds into the
Specified Subsidiary Asset Sale Proceeds Account. Once the aggregate amount of
such Net Cash Proceeds shall exceed $5,000,000 or more then, upon not less than
30 nor more than 60 days' notice (but in no event more than 70 days after such
Specified Subsidiary Asset Sale), the Issuer shall instruct the Trustee to use
the Net Cash Proceeds then held in the Specified Subsidiary Asset Sale Proceeds
Account to redeem the maximum principal amount of the Notes that may be redeemed
out of such Net Cash Proceeds at a redemption price of 100% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
applicable redemption date (subject to the right of Holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment
Date). Amounts so deposited into the Specified Subsidiary Asset Sale Proceeds
Account may not be withdrawn except to effect such redemption as provided herein
unless all Notes have been redeemed or otherwise paid in full in cash or
discharged in accordance with the provisions of the Indenture. Any such
redemption shall be made pursuant to the provisions of Sections 3.01 through
3.06 of the Indenture.

          To the extent that the Company or any of its Restricted Subsidiaries
receive consideration as a result of or in connection with a Specified
Subsidiary Asset Sale that are not Net Cash Proceeds thereof, such consideration
shall become part of the Collateral and, with respect to such consideration, the
Issuer shall not be required to comply with the preceding paragraph.

          Section 4.10(b) of the Indenture provides that, following certain
Specified Subsidiary Casualty Events, and subject to the limitations of Section
4.10(b) of the Indenture, the Net Cash Proceeds from such Specified Subsidiary
Casualty Events shall be applied as if such Net Cash Proceeds constituted
proceeds of a Specified Subsidiary Asset Sale.

          5.   Notice of Redemption.

          At least 30 days but not more than 60 days before a redemption date,
the Issuer shall mail or cause to the mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address. Any notice of redemption shall be made pursuant to the provisions of
Section 3.03 of the Indenture.

          6.   Notes Redeemed in Part

          Upon surrender of a Note that is redeemed in part, the Issuer shall
issue and, upon the Issuer's written request, the Trustee shall authenticate for
the Holder at the expense of the

                                      Note
                                      ----

<PAGE>

                                      - 7 -

Issuer a new Note or Notes equal in principal amount to the unredeemed portion
of the Note surrendered.

          7.   Repurchase at Option of Holder.

          (a)  Change of Control. As further described in Section 4.15 of the
Indenture, upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Issuer to repurchase all or any part of each
Holder's Notes pursuant to a Change of Control Offer at a purchase price in cash
equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, that the Issuer shall not be
obligated to repurchase Notes as described in this subparagraph in the event
that it has exercised its rights to redeem all of the Notes as described in
Section 3.07 of the Indenture. Within 30 days following any Change of Control,
the Issuer will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to purchase
Notes on the date specified in such notice, which date shall be no earlier than
30 and no later than 60 days from the date such notice is mailed in accordance
with the procedures required by the Indenture and described in such notice.

          (b)  Asset Sale Offer. As further described in Section 4.10 of the
Indenture, in connection with any Asset Sale, when the aggregate amount of
Excess Proceeds equals or exceeds $10,000,000 (taking into account income earned
on such Excess Proceeds), the Issuer shall be required to make an Asset Sale
Offer to purchase the maximum principal amount of Notes that may be purchased
out of the Excess Proceeds, at a purchase price in cash in an amount equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon,
if any, to the date of purchase, in accordance with the procedures set forth in
Article III of the Indenture, it being understood that, to the extent any such
Excess Proceeds held in the Asset Sale Proceeds Account are required to be
applied to the payment of any Working Capital Facility, then only the portion of
the Excess Proceeds remaining after such payment shall be applied to the making
of an Asset Sale Offer. To the extent that any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes tendered in such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro
rata basis. Upon completion of such Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero for purposes of the first sentence of this
paragraph.

          8.   Denominations, Transfer, Exchange.

          The Notes are issuable only in fully registered form, without coupons,
in minimum denominations of one U.S. Dollar ($1.00). The transfer and exchange
of this Notes, or beneficial interests herein, shall be effected in accordance
with the provisions of Section 2.05 of the Indenture.

          No service charge shall be made for any registration of transfer or
exchange; provided that, the Issuer may require a payment of a sum sufficient to
cover transfer tax,

                                      Note
                                      ----

<PAGE>

                                      - 8 -

assessments, or similar governmental charge payable in connection therewith.

          9.   Persons Deemed Owners

          Prior to due presentment for the registration of a transfer of any
Note, the Issuer, the Trustee and any Agent may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of, premium, if any, and interest on
such Notes and for all other purposes, and none of the Issuer, the Guarantors,
the Trustee or any Agent shall be affected by notice to the contrary.

          10.  Acceleration

          If any Event of Default with respect to outstanding Notes occurs and
is continuing, unremedied and unwaived, the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

          11.  Amendment, Modification and Waiver.

          The Indenture permits, with certain exceptions as therein provided,
the amendment of the Indenture, this Note or the Security Documents and the
modification of the rights and obligations of the Credit Parties (and the rights
of the Holders) by the Credit Parties and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the Notes
then outstanding. The Indenture also contains certain provisions permitting,
with certain exceptions as therein provided, the Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes on behalf
of the Holders of all of the Notes to waive an existing Default or Event of
Default and its consequences under the Indenture. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of the Indenture and this Note,
but no waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

          12.  Abbreviations.

          Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with right of survivorship and not as tenants
in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

          No reference herein to the Indenture and no provisions of this Note or
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note as
the times, place and rate, and in the coin or currency herein prescribed.

          13. Governing Law.

          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THIS NOTE, THE INDENTURE
AND, TO THE EXTENT PROVIDED THEREIN, THE

                                      Note
                                      ----

<PAGE>

                                      - 9 -

SECURITY DOCUMENTS, IN EACH CASE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          The Issuer will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

               Global Crossing North American Holdings, Inc.
               Office of the General Counsel
               c/o Global Crossing Limited
               200 Park Avenue, M Suite 300
               Florham Park, NJ 07932
               Facsimile: 973-360-0538


                                      Note
                                      ----

<PAGE>

                                     - 10 -

                                 Assignment Form

 To assign this Note, fill in the form below: (I) or (we) assign and transfer
                                  this Note to

          ------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)
          ------------------------------------------------------------
          ------------------------------------------------------------
          ------------------------------------------------------------
          ------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Issuer. The
agent may substitute another to act for him.

Dated:
                                        Your Signature:  ____________________
                                        (Sign exactly as your name appears on
                                         the face of this Note)

                                           Tax Identification No:

SIGNATURE GUARANTEE:


----------------------------------------
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the
requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other
"signature guarantee program" as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.

                                      Note
                                      ----

<PAGE>

                                     - 11 -

                       Option of Holder to Elect Purchase

          If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

          [ ] Section 4.10                        [ ] Section 4.15

          If you want to elect to have only part of the Note purchased by the
Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Dated:
                                        Your Signature:  _______________________
                                        (Sign exactly as your name appears on
                                         the face of this Note)

                                        Tax Identification No:

SIGNATURE GUARANTEE:


----------------------------------------
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the
requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other
"signature guarantee program" as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.

                                      Note
                                      ----

<PAGE>

                                     - 12 -

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/1/

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

----------------------------------------------------------------------------
                                            Principal
            Amount of       Amount of     Amount of this
           Decrease in     Increase in      Global Note      Signature of
            Principal       Principal     Following Such  Authorized Officer
Date of   Amount of this  Amount of this     Decrease     or Trustee or Note
Exchange   Global Note     Global Note    (or Increase)       Custodian
----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------


----------
/1/ This should be included only if the Note is issued in global form.

                                      Note
                                      ----

<PAGE>

                                                                       EXHIBIT B

                         [Form of Guarantee Supplement]

                              GUARANTEE SUPPLEMENT

          GUARANTEE SUPPLEMENT dated as of ________ __, ____ by [NAME OF
ADDITIONAL GUARANTOR], a ________ duly organized under and validly existing
under the laws of ___________ (the "Additional Guarantor"), in favor of Wells
Fargo Bank Minnesota, N.A., as trustee (the "Trustee").

          Pursuant to an Indenture dated as of ____________, 2003 (the
"Indenture") between Global Crossing North American Holdings, Inc., a
corporation duly organized and validly existing under the laws of the State of
Delaware (the "Issuer"), Global Crossing Limited, a company duly organized and
validly existing under the laws of Bermuda (the "Company"), and the other
entities identified on the signature pages thereto under the caption
"GUARANTORS" (the Company together with such other entities, and any entity that
shall become a Guarantor thereunder pursuant to Section 4.19 thereof, being
herein called the "Guarantors" and, together with the Issuer, the "Credit
Parties") and the Trustee, the Issuer has issued $200,000,000 of its 11% Senior
Secured Notes due 2006 (the "Notes") and the Guarantors have unconditionally
guaranteed all of the obligations of the Issuer under and in respect of the
Notes.

          As required under Section 4.19 of the Indenture, the Additional
Guarantor hereby agrees to become a "Guarantor" and a "Credit Party" under and
for all purposes of the Indenture and the Global Security Agreement. Without
limiting the foregoing, the Additional Guarantor:

          (a)  hereby jointly and severally with the other Guarantors,
     unconditionally guarantees to each Holder of a Note authenticated and
     delivered by the Trustee, and to the Trustee and its successors and
     assigns, irrespective of the validity and enforceability of the Indenture,
     the Notes, the Security Document or the obligations of the Issuer
     thereunder that: (i) the principal of and interest on the Notes will be
     promptly paid in full when due, whether at maturity, by acceleration,
     redemption or otherwise, and interest on the overdue principal of and
     interest on the Notes, if any, if lawful, and all other obligations of the
     Issuer to the Holders or the Trustee thereunder will be promptly paid in
     full or performed, all in accordance with the terms hereof and thereof; and
     (ii) in case of any extension of time of payment or renewal of any Notes or
     any of such other obligations, that the same will be promptly paid in full
     when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise;

          (b)  as collateral security for the prompt payment in full when due
     (whether at stated maturity, by acceleration or otherwise) of the Secured
     Obligations under and as

                              Guarantee Supplement
                              --------------------

<PAGE>

                                      - 2 -

     defined in the Global Security Agreement, hereby pledges and grants to the
     Trustee, for the benefit of the Trustee and the Holders, a security
     interest in and to all of the Additional Guarantor's right, title and
     interest in any Collateral whether now owned by the Additional Guarantor or
     hereafter acquired and whether now existing or hereafter coming into
     existence;

          (c)  hereby makes the representations and warranties set forth in
     Section 2 of the Global Security Agreement, and agrees that each of the
     Annexes to the Global Security Agreement shall be supplemented as provided
     in Appendix A hereto;

          (d)  hereby agrees, with respect to any Collateral that may be located
     outside of the United States (and if the Additional Guarantor is organized
     or conducts business outside of the United States), to concurrently
     herewith execute and deliver such additional security agreements, pledge
     agreements, assignments, mortgages and other similar instruments or
     documents as shall be necessary in order to create and perfect Liens upon
     and other security interests in the Collateral owned by the Additional
     Guarantor under the law of the jurisdiction in which such Collateral is
     located or in which the Additional Guarantor is organized or conducts
     business as more particularly provided in the last paragraph of Section 3
     of the Global Security Agreement; and

          (e)  hereby agrees to execute and deliver the Opinions of Counsel and
     other documents or instruments as required under Section 6.03(c) of the
     Indenture.

          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THIS GUARANTEE
SUPPLEMENT, THE INDENTURE, THE NOTES AND, TO THE EXTENT PROVIDED THEREIN, THE
SECURITY DOCUMENTS, IN EACH CASE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          The Additional Guarantor hereby irrevocably submits to the
non-exclusive jurisdiction of any New York State or Federal court sitting in New
York City and any appellate court from any thereof for the purposes of (and
solely for the purposes of) any suit, action or other proceeding arising out of
or relating to this Guarantee Supplement, the Indenture or any of the
transactions contemplated hereby, and Additional Guarantor hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State court or in such Federal court. The Additional
Guarantor hereby (to the fullest extent it may effectively do so) irrevocably
waives and agrees not to assert, by way of motion, as a defense, or otherwise in
any such suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of the above-named courts for any reason whatsoever, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or

                              Guarantee Supplement
                              --------------------

<PAGE>

                                      - 3 -

proceeding is improper, or that this Guarantee Supplement or the Indenture or
the subject matter hereof or thereof may not be enforced in such courts. The
Additional Guarantor hereby irrevocably appoints Corporation Services Company
(the "Process Agent"), with an office on the date hereof at 1177 Avenue of the
Americas, New York, New York 10036 as its agent to receive on behalf of the
Additional Guarantor and its Property service of copies of the summons and
complaint and any other process which may be served in any such suit, action or
proceeding and in any suit, action or proceeding arising out of or relating to
this Guarantee Supplement or the Indenture to which the Additional Guarantor is
a party. Such service may be made by mailing or delivering a copy of such
process to the Additional Guarantor in care of the Process Agent at the Process
Agent's above address, and the Additional Guarantor hereby irrevocably authorize
and direct the Process Agent to accept such service on its behalf. As an
alternative method of service, the Additional Guarantor also irrevocably
consents to the service of any and all process in any such suit, action or
proceeding by the mailing of copies of such process to the Additional Guarantor
at its address specified in Section 12.02 of the Indenture. The Additional
Guarantor agrees that a final judgment in any such suit, action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing herein shall affect the
right of the Trustee to serve legal process in any other manner permitted by law
or affect the right of the Trustee to bring any action or proceeding against the
Additional Guarantor or its Property in the courts of any other jurisdictions.

          EACH OF THE ADDITIONAL GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
GUARANTEE SUPPLEMENT OR THE INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

                              Guarantee Supplement
                              --------------------

<PAGE>

                                      - 4 -

          IN WITNESS WHEREOF, the Additional Guarantor has caused this Guarantee
Supplement to be duly executed and delivered as of the day and year first above
written.

                                        [NAME OF ADDITIONAL GUARANTOR]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

Accepted and agreed:

WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee


By
   -----------------------------------
   Name:
   Title:

                              Guarantee Supplement
                              --------------------

<PAGE>

                                                                      Appendix A

               SUPPLEMENTS TO ANNEXES TO GLOBAL SECURITY AGREEMENT


Supplement to Annex 1:
----------------------

          [to be completed]


Supplement to Annex 2:
----------------------
          [to be completed]


Supplement to Annex 3:
----------------------

          [to be completed]


Supplement to Annex 4:
----------------------

          [to be completed]


Supplement to Annex 5:
----------------------

          [to be completed]


Supplement to Annex 6:
----------------------

          [to be completed]


Supplement to Annex 7:
----------------------

          [to be completed]


Supplement to Annex 8:
----------------------

          [to be completed]

                              Guarantee Supplement
                              --------------------

<PAGE>

                                                                       EXHIBIT C

                        [Form of Intercreditor Agreement]

                             INTERCREDITOR AGREEMENT

          INTERCREDITOR AGREEMENT dated as of ________, 200_ between WELLS FARGO
BANK MINNESOTA, N.A., a national banking association, as trustee under the
below-referenced Indenture (together with its successors in such capacity, the
"Trustee"), and _____________________, as agent under the below-referenced
Working Capital Facility (together with its successors in such capacity, the
"Agent").

          Pursuant to an Indenture dated as of ____________, 2003 (the
"Indenture") between Global Crossing North American Holdings, Inc., a
corporation duly organized and validly existing under the laws of the State of
Delaware (the "Issuer"), Global Crossing Limited, a company duly organized and
validly existing under the laws of Bermuda (the "Company"), the other entities
identified on the signature pages thereto under the caption "GUARANTORS" (the
Company together with such other entities, and any entity that shall become a
Guarantor thereunder pursuant to Section 4.19 thereof, being herein called the
"Guarantors" and, together with the Issuer, the "Credit Parties") and the
Trustee, the Issuer has issued $200,000,000 of its 11% Senior Secured Notes due
2006 (the "Notes") and the Guarantors have unconditionally guaranteed all of the
obligations of the Issuer under and in respect of the Notes. Pursuant to various
Security Documents (as defined in the Indenture and herein referred to as the
"Indenture Security Documents"), the Credit Parties have granted liens and
security interests on all (except as excluded under the Indenture Security
Documents) of the Property (as hereinafter defined) of the Credit Parties as
collateral security for their respective obligations under and in respect of the
Indenture, the Notes and such Indenture Security Documents.

          Pursuant to a [Describe Working Capital Facility Agreement] (the
"Working Capital Facility Agreement"), the lenders referred to therein have
agreed to extend credit to one or more of the Credit Parties (other than the
Specified Subsidiaries hereinafter referred to) in an aggregate principal amount
up to but not exceeding $____________ and one or more of the Credit Parties
(other than the Specified Subsidiaries) have unconditionally guaranteed all of
the obligations of the Credit Parties under and in respect of the Working
Capital Facility. Pursuant to various [Describe Working Capital Facility
Security Documents] (as defined in the Working Capital Facility Agreement and
herein referred to as the "Working Capital Facility Security Documents"), the
Credit Parties (other than the Specified Subsidiaries) have granted liens and
security interests on certain of the Property of such Credit Parties as
collateral security for their respective obligations under and in respect of the
Working Capital Facility Agreement and such Working Capital Facility Security
Documents.

          In connection with the foregoing, the parties hereto wish to set forth
their agreement with respect to the priorities of certain liens and security
interests on the Property of the Credit Parties, the exercise of remedies with
respect thereto, and various other matters. Accordingly, the parties hereto
agree as follows:

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 2 -

                                    ARTICLE I

                                   Definitions
                                   -----------

          SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, agreement or otherwise, provided that Beneficial
Ownership of 10% of more of the Voting Stock of a Person shall be deemed to be
control.

          "Agent" shall have the meaning assigned to such term in the preamble
to this Agreement and shall include all successors, assigns, and replacements of
the Agent including any Person designated as the Agent under the Working Capital
Facility Agreement.

          "Asset Sale Proceeds Account" shall have the meaning assigned to such
term in the Indenture as in effect on the date hereof.

          "Beneficial Ownership" means "beneficial owner" as defined in Rules
13d-3 and 13d-5 under the Exchange Act.

          "Capital Stock" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of Property of, the issuing
Person.

          "Cash Collateral" means any Shared Collateral consisting of cash, Cash
Equivalents (including Qualified Cash Equivalents) or any security entitlements
(as defined in the Uniform Commercial Code), and any financial assets (as so
defined), and not constituting Possessory Collateral.

          "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the government or any agency or instrumentality of the
United States, Bermuda, Switzerland or any member of the European Union
(provided that the full faith and credit of the United States, Bermuda,
Switzerland or any member of the European Union is pledged in support thereof),
having maturities of not more than 365 days from the date of acquisition, (b)
certificates of deposit and eurodollar time deposits with maturities of 90 days
or less from the

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 3 -

date of acquisition, bankers' acceptances with maturities not exceeding 90 days
and overnight bank deposits, in each case with any commercial bank organized
under the law of the United States or any State thereof, Bermuda, Switzerland or
any member of the European Union having capital and surplus in excess of
$500,000,000 (or the equivalent thereof in any other currency), whose long-term
debt is rated A-3 or A- or higher or, with respect to Switzerland or any country
in the European Union, Aa2 or AA or higher according to Moody's or S&P, and
denominated in a freely-convertible currency, (c) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in the preceding clauses (a) and (b) entered into with any financial
institution meeting the qualifications specified in the preceding clause (b),
(d) commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Corporation and in each case maturing within
six months after the date of acquisition, issued by a corporation organized
under the law of the United States or any State thereof, Bermuda, Switzerland or
any member of the European Union and denominated in any freely-convertible
currency and (e) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the types and maturities described in the
preceding clauses (a) through (c).

          "Collateral" means, collectively, (a) all buildings, plants, network
facilities, structures, improvements and equipment of the Credit Parties and all
other Property of the Credit Parties, (b) all the issued and outstanding Equity
Interests held by the Credit Parties in any Subsidiaries of the Credit Parties,
(c) all cash held by the Trustee or the Agent pursuant to the Indenture or the
Working Capital Facility Agreement, (d) all other Property of the Credit Parties
as which a Lien is created under the Indenture Security Documents or the Working
Capital Facility Security Documents and (e) all proceeds of any of the foregoing
(including any proceeds of a sale of the foregoing); provided that Property
pledged to Camelot (as defined in the Indenture) pursuant to the Camelot Deed
(as defined in the Indenture) shall not constitute "Collateral" hereunder.

          "Company" shall have the meaning assigned to such term in the recitals
to this Agreement.

          "Credit Parties" shall have the meaning assigned to such term in the
recitals to this Agreement.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "GCUK" means Global Crossing Intermediate UK Holdings Ltd. (UK), a
company organized under the laws of England and Wales.

          "Global Marine" means Global Marine Systems Limited, a company
organized under the laws of England and Wales.

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 4 -

          "Guarantors" shall have the meaning assigned to such term in the
preamble to this Agreement.

          "Indenture" shall have the meaning assigned to such term in the
recitals to this Agreement.

          "Indenture Exclusive Collateral" means (a) all Equity Interests in
GCUK and Global Marine and their respective Subsidiaries, (b) all Collateral
owned by GCUK and Global Marine and their respective Subsidiaries, (c) any
amounts standing to the credit of the Specified Subsidiary Asset Sale Proceeds
Account or the Specified Subsidiary Casualty Event Proceeds Account and (d) all
proceeds of any of the foregoing (including any proceeds of a sale of the
foregoing). Without limiting the generality of the foregoing, it is understood
that any Shared Collateral (other than any Shared Continuing Collateral) that
shall be sold, transferred or otherwise disposed of (including by reason of any
merger or consolidation) to a Specified Subsidiary shall, upon the effectiveness
of such transaction, become "Indenture Exclusive Collateral" hereunder and shall
cease to constitute Shared Collateral hereunder.

          "Indenture Exclusive Continuing Collateral" means any Indenture
Exclusive Collateral sold, transferred or otherwise disposed of by any Specified
Subsidiary to any Credit Party other than a Specified Subsidiary that (i) is in
the possession or control of the Trustee at the time of such transaction or (ii)
constitutes identifiable Payment Collateral and that is sold, transferred or
otherwise disposed of to a Credit Party other than a Specified Subsidiary for
less than fair market value.

          "Indenture Secured Obligations" means all obligations of the Credit
Parties to the Trustee and the Noteholders under and in respect of the
Indenture, the Notes and the Indenture Security Documents.

          "Indenture Security Documents" shall have the meaning assigned to such
term in the recitals to this Agreement.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance (including a right of offset) of any
kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in, and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

          "Noteholders" means each of the holders of Notes under the Indenture.

          "Notes" shall have the meaning assigned to such term in the recitals
to this Agreement.

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 5 -

          "Opinion of Counsel" shall have the meaning assigned to such term in
the Indenture.

          "Payment Collateral" means Shared Collateral consisting of accounts,
instruments, chattel paper, letters of credit, deposit accounts securities
accounts, money and payment intangibles (as each such term is defined in Article
9 of the Uniform Commercial Code), provided that such term shall not include
Specified Subsidiary Intercompany Claims.

          "Person" means any individual, corporation, partnership, joint
venture, limited liability company, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

          "Possessory Collateral" means any Shared Collateral consisting of a
security (as defined in the Uniform Commercial Code) evidenced by a security
certificate (as so defined), and any other Shared Collateral in which a Lien may
be perfected through physical possession by the secured party or any agent
therefor of an instrument or other document evidencing such Shared Collateral.

          "Property" means any interest in any rights, assets or property of any
kind whatsoever (including all cash and Cash Equivalents, and all Equity
Interests), whether real, personal or mixed and whether tangible or intangible,
whether now existing or hereafter arising and wherever located.

          "Qualified Cash Equivalents" means (a) U.S. Dollars, Euros or English
Pounds Sterling, (b) securities issued or directly and fully guaranteed or
insured by the government, or any agency or instrumentality, of the United
States, France, Germany or the United Kingdom (each, a "Qualified Country"),
provided that the full faith and credit of such Qualified Country is pledged in
support thereof, having maturities of not more than 90 days from the date of
acquisition, (c) certificates of deposit and eurodollar time deposits with
maturities of 90 days or less from the date of acquisition, bankers' acceptances
with maturities not exceeding 90 days and overnight bank deposits, in each case
with any commercial bank organized under the law of a Qualified Country, having
capital and surplus in excess of $500,000,000 (or the equivalent thereof in any
other currency), and whose long-term debt is rated A-3 or A- or higher or, with
respect to Switzerland or any country in the European Union, and Aa2 or AA or
higher according to Moody's or S&P, and denominated in U.S. Dollars, Euros or
English Pounds Sterling, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in the preceding
clauses (b) and (c) entered into with any financial institution meeting the
qualifications specified in the preceding clause (c), (e) commercial paper
having the highest rating obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Corporation and in each case maturing within 90 days after the
date of acquisition, issued by a corporation organized under the law of a
Qualified Country and denominated in U.S. Dollars, Euros or English Pounds
Sterling and (f) money market funds at least 95% of the assets of which
constitute Qualified Cash Equivalents of the types and maturities described in
the preceding clauses (b) through (d).

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 6 -

          "Shared Collateral" means all Collateral other than the Indenture
Exclusive Collateral or Indenture Exclusive Continuing Collateral; provided that
in no event shall the Shared Collateral include any Property pledged to Camelot
pursuant to the Camelot Deed. Without limiting the generality of the foregoing,
it is understood that any Indenture Exclusive Collateral (other than any
Indenture Exclusive Continuing Collateral) that shall be sold, transferred or
otherwise disposed of (including by reason of any merger or consolidation) to a
Credit Party other than a Specified Subsidiary shall, upon the effectiveness of
such transaction, become "Shared Collateral" hereunder and shall cease to
constitute Indenture Exclusive Collateral hereunder.

          "Shared Continuing Collateral" means any Shared Collateral sold,
transferred or otherwise disposed of by any Credit Party that is not a Specified
Subsidiary to a Specified Subsidiary that (i) is in the possession or control of
the Agent at the time of such transaction or (ii) that constitutes identifiable
Payment Collateral and that is sold, transferred or otherwise disposed of to a
Specified Subsidiary for less than fair market value.

          "Specified Subsidiaries" means, collectively, GCUK, Global Marine and
their respective Subsidiaries.

          "Specified Subsidiary Asset Sale Proceeds Account" shall have the
meaning assigned to such term in the Indenture.

          "Specified Subsidiary Casualty Event Proceeds Account" shall have the
meaning assigned to such term in the Indenture.

          "Specified Subsidiary Intercompany Claims" means any intercompany
indebtedness or intercompany accounts payable or other intercompany obligations
at any time owing by any Specified Subsidiary to any Credit Party or any
Subsidiary of any Credit Party other than to another Specified Subsidiary.

          "Subsidiary" means, with respect to any Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

          "Trustee" shall have the meaning assigned to such term in the preamble
to this Agreement.

          "Uniform Commercial Code" means the Uniform Commercial Code as in
effect from time to time in the State of New York.

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 7 -

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

          "Working Capital Facility Agreement" shall have the meaning assigned
to such term in the recitals to this Agreement.

          "Working Capital Facility Lender" means any lender from time to time
party to the Working Capital Facility Agreement.

          "Working Capital Facility Limit" shall have the meaning assigned to
such term in the Indenture as in effect on the date hereof.

          "Working Capital Facility Secured Obligations" means all obligations
of the Credit Parties to the Agent and the Working Capital Facility Lenders
under and in respect of the Working Capital Facility Agreement and the Working
Capital Facility Security Documents.

          "Working Capital Facility Security Documents" shall have the meaning
assigned to such term in the recitals to this Agreement.

          SECTION 1.02. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof and (d) all references herein to Articles and
Sections shall, unless the context otherwise requires, be construed to refer to
Articles and Sections of this Agreement.

                                   ARTICLE II

                                Priority of Liens
                                -----------------

          The Trustee, on behalf of itself and the Noteholders, hereby agrees
that, regardless of the relative times of attachment or perfection thereof or
the order of filing of financing statements, mortgages or other documents or any
provision of the Uniform Commercial Code or any other applicable law to the
contrary, the Liens granted in favor of the Trustee pursuant to the Indenture
Security Documents, insofar as covering the Shared Collateral,

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 8 -

shall in all respects be junior and subordinate to the Liens granted or to be
granted to the Agent as security for the Working Capital Facility Secured
Obligations, in each case to the extent that such Liens in favor of the Agent
are valid, perfected and enforceable under the Uniform Commercial Code and all
other applicable law. The Trustee further agrees, on behalf of itself and the
Noteholders, that it shall not (and hereby waives any right to) take any action
to contest or challenge the validity, priority, enforceability or perfection of
the Liens of the Agent on the Shared Collateral.

          The Agent, on behalf of itself and the Working Capital Facility
Lenders, hereby confirms that, except for the Shared Collateral, none of the
assets of the Credit Parties or any of their Subsidiaries constitutes collateral
security for any of the Working Capital Facility Secured Obligations, and that
none of the Specified Subsidiaries is or shall be or become obligated, directly
or indirectly, in respect of any of the Working Capital Facility Secured
Obligations.

          Except as expressly set forth in this Agreement, each of the Trustee
and the Agent shall have any and all rights it may have as a creditor under
applicable bankruptcy or insolvency law, including the rights to exercise all
rights and remedies in foreclosure or otherwise with respect to any of the
Shared Collateral, provided that any such exercise by the Trustee, and any sale
of the Shared Collateral by the Trustee, shall be subject to the Liens of the
Agent on the Shared Collateral, and to the provisions of this Agreement,
including paragraph (c) or Article III hereof.

          In exercising rights and remedies with respect to the Shared
Collateral, the Agent and the Working Capital Facility Lenders may enforce the
provisions of, and exercise remedies under, the Working Capital Facility
Agreement and Working Capital Facility Security Documents, and the Trustee may
enforce the provisions of and exercise remedies under the Indenture and the
Indenture Security Documents, in each case in such order and in such manner as
the respective party enforcing such rights or exercising such remedies may
determine in its sole discretion. In the event of any sale, transfer, swap or
other disposition of any Shared Collateral constituting Equity Interests in any
Credit Party (other than the Issuer) upon the exercise of any remedies by the
Agent under the Working Capital Facility Security Documents, the Trustee agrees,
upon written request of the Agent (which request shall include a certification
to the effect that the conditions set forth in this sentence shall have been
satisfied), to release such Credit Party and any Subsidiaries of such Credit
Party from their respective obligations under the Indenture, the Note Guarantee
and the Indenture Security Documents so long as (i) such sale, transfer, swap or
other disposition is to a party other than an Affiliate of the Agent or any
Working Capital Facility Lender and (ii) the Agent and the Working Capital
Facility Lenders are concurrently releasing such Credit Party and its
Subsidiaries from their respective obligations under and in respect of the
Working Capital Facility Agreement and the Working Capital Facility Security
Documents.

                              Intercreditor Agreement
                              -----------------------

<PAGE>

                                      - 9 -

                                   ARTICLE III

                               Further Assurances
                               ------------------

          The Trustee and the Agent each agree with the other that, to the
extent it shall be necessary in any jurisdiction with respect to any Shared
Collateral to execute and deliver any additional documents, or take any
additional action, to either (i) implement the subordination of the Liens of the
Trustee on such Shared Collateral to the Liens of the Agent on such Shared
Collateral, or (ii) evidence further that the Agent has no claim against any of
the Property of the Specified Subsidiaries (other than Shared Continuing
Collateral), then each of the Trustee and Agent agree, upon request of the
other, to so execute and deliver such documents and take such additional action,
provided that the Trustee shall not be required to execute and deliver any such
documents or take any such action unless the request of the Agent shall be
accompanied by an Opinion of Counsel to the effect that such documents are in
fact required to be executed, or such action is in fact required to be taken, to
implement such subordination.

          Without limiting the generality of the foregoing, it is acknowledged
and agreed that, if requested by the Agent as provided above:

          (a)  with respect to any Cash Collateral at any time held by the
     Trustee, the Trustee shall transfer (together with any necessary
     endorsements) any such Cash Collateral, including any thereof held in the
     Asset Sale Proceeds Account established under the Indenture, to an account
     established by the Agent at a bank or trust company in New York City (the
     "Cash Collateral Intermediary") unaffiliated with either the Trustee or the
     Agent and not constituting a Noteholder or Working Capital Facility Lender
     pursuant to a control or similar agreement to be entered into between the
     Cash Collateral Intermediary and the Trustee and Agent, which agreement
     shall provide that each of the Trustee and the Agent shall have "control"
     (as such term is defined in the Uniform Commercial Code) over such account
     and all Cash Collateral therein, and confirming that the Lien and security
     interest of the Trustee in such account and Cash Collateral shall be junior
     and subordinate to the Lien and security interest of the Agent in such
     account and Cash Collateral (and the Agent agrees that it shall not permit
     the balance held in such account to be invested at any time other than in
     Qualified Cash Equivalents), provided that any Cash Collateral held in such
     account may be released to the Company or any of its Subsidiaries (and the
     respective agreement with the Cash Collateral Intermediary shall so
     provide) only (i) upon the joint authorization of the Trustee and the Agent
     (which the Trustee has separately agreed to do upon satisfaction of the
     conditions in Article IX of the Indenture) to the Cash Collateral
     Intermediary or (ii) for application by the Agent to the payment of the
     Working Capital Facility Secured Obligations, so long as the Agent shall
     first have certified to the Trustee and the Cash Collateral Intermediary
     that a default in payment of Working Capital Facility Obligations has
     occurred and is continuing, unremedied and unwaived, and that the proceeds
     of such Cash Collateral are to be immediately applied to the payment of
     such defaulted Working Capital Facility Obligations (it being understood
     that (i) as provided in the definition of "Working Capital Facility Limit"
     in Section 1.01 of the Indenture, such Working Capital Facility Limit"
     shall be reduced by an amount equal to each payment of principal in respect
     of Working

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 10 -

     Capital Facility Secured Obligations made as a result of such turn over and
     (ii) nothing in the foregoing clauses (i) or (ii) shall be deemed to
     prohibit the exercise by the Agent upon any default under the Working
     Capital Facility Agreement of any rights and remedies it may have with
     respect to such Cash Collateral);

          (b)  with respect to any Possessory Collateral at any time held by the
     Trustee, the Trustee will deliver any such Possessory Collateral (including
     any shares of Capital Stock or other Equity Interests) held by the Trustee
     in its possession to a bank or trust company in New York City (the
     "Possessory Collateral Intermediary") unaffiliated with either the Trustee
     or the Agent and not constituting a Noteholder or a Working Capital
     Facility Lender pursuant to a control or similar agreement to be entered
     into between the Possessory Collateral Intermediary and the Trustee and
     Agent, which agreement shall provide that each of the Trustee and the Agent
     shall have "control" (as such term is defined in the Uniform Commercial
     Code) over such Possessory Collateral, and confirming that the Lien and
     security interest of the Trustee in such Possessory Collateral shall be
     junior and subordinate to the Lien and security interest of the Agent in
     such Possessory Collateral, provided that such Possessory Collateral may be
     released to the Company or any of its Subsidiaries (and the respective
     agreement with the Possessory Collateral Intermediary shall so provide)
     only upon the joint authorization of the Trustee and the Agent (which the
     Trustee has separately agreed to do upon satisfaction of the conditions in
     Article IX of the Indenture) to the Possessory Collateral Intermediary (it
     being understood that nothing in this proviso shall be deemed to prohibit
     the exercise by the Agent upon default in the payment of any Working
     Capital Facility Obligations of any rights and remedies it may have with
     respect to such Possessory Collateral); and

          (c)  with respect to any proceeds of Payment Collateral (including
     amounts paid or collected on account thereof) at any time received,
     collected, or held by the Trustee as a result of the exercise by the
     Trustee of any rights and remedies under the Indenture Security Documents,
     the Trustee agrees to forthwith turn over and transfer any such proceeds of
     Payment Collateral (together with any necessary endorsements) to the Agent
     for application by the Agent to the payment of the Working Capital Facility
     Secured Obligations and the Agent shall apply such proceeds immediately to
     the payment of Working Capital Facility Obligations (it being understood
     that (i) as provided in the definition of "Working Capital Facility Limit"
     in Section 1.01 of the Indenture, such Working Capital Facility Limit"
     shall be reduced by an amount equal to each payment of principal in respect
     of Working Capital Facility Secured Obligations made as a result of such
     turn over and (ii) nothing in the foregoing shall be deemed to prohibit the
     exercise by the Agent upon any default under the Working Capital Facility
     Agreement of any rights and remedies it may have with respect to such
     Payment Collateral).

Pending the execution and delivery of an agreement pursuant to the foregoing
paragraphs (a) or (b), or the transfer or proceeds of Payment Collateral
pursuant to the foregoing paragraph (c), the Trustee hereby agrees that any Cash
Collateral or Possessory Collateral or proceeds of Payment Collateral received
or held by it under the Indenture or the Indenture Security Documents is held by
it also as an agent for the Agent under the Working Capital Facility Security
Documents and

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 11 -

that the Lien of the Trustee in such Cash Collateral and Possessory Collateral
is subordinate to the Lien of the Agent in such Cash Collateral and Possessory
Collateral.

          In the event that an agreement of the type referred to in paragraph
(a) or (b) above is executed and delivered between the Cash Collateral
Intermediary or Possessory Collateral Intermediary (as applicable), and the
Trustee and the Agent, then the Trustee agrees, except as provided in paragraph
(c) above, that any proceeds of Shared Collateral received by it at any time and
constituting either Cash Collateral or Possessory Collateral shall be forthwith
transferred to the Cash Collateral Intermediary (together with any necessary
endorsements) or Possessory Collateral Intermediary (as applicable) to be held
by the Cash Collateral Intermediary or Possessory Collateral Intermediary in
accordance with the agreement executed and delivered pursuant to said paragraph
(a) or (b) and that, pending such transfer, the Trustee shall be deemed to hold
such Cash Collateral and Possessory Collateral in trust for the benefit of the
Agent and the Working Capital Facility Lenders.

          The parties hereto acknowledge that, pursuant to an Affiliate
Subordination Agreement dated as of the Issue Date between each of the Credit
Parties and the Trustee, all intercompany indebtedness or intercompany accounts
payable or other intercompany obligations at any time owing by any Credit Party
to any other Credit Party is subordinated, inter alia, to all obligations of the
Credit Parties in respect of the Notes, the Note Guarantees and the Working
Capital Facility Agreement and that any payment, purchase, redemption,
defeasance or other acquisition or retirement of any such indebtedness, accounts
payable or obligations is prohibited at any time that an Event of Default shall
have occurred and be continuing, unremedied and unwaived, in respect of the
Indenture. Accordingly, the parties hereto agree that any such payment,
purchase, redemption, defeasance or other acquisition or retirement made after
any such Event of Default shall have occurred and is continuing, unremedied and
unwaived, has been wrongfully made by the Credit Party obligated in respect
thereof and, accordingly, that the proceeds of any such payment, purchase,
redemption, defeasance or other acquisition or retirement received by the
Trustee or the Agent shall be promptly turned over to the Agent or the Trustee,
as applicable, in such proportions as shall be appropriate, so that the benefits
of such payment, purchase, redemption, defeasance or other acquisition or
retirement is shared ratably between the Noteholders and the Working Capital
Facility Lenders hereunder and under any other Working Capital Facility (as
defined in the Indenture) to which the Credit Parties may be party ratably in
accordance with the then outstanding principal amount of Indenture Secured
Obligations, Working Capital Facility Secured Obligations and obligations in
respect of any such other Working Capital Facility. Notwithstanding the
foregoing, it is understood and agreed that the proceeds of any such payment,
purchase, redemption, defeasance or other acquisition or retirement in respect
of Specified Subsidiary Intercompany Claims received by the Agent, shall be
forthwith turned over to the Trustee upon such receipt and shall not be subject
to any obligation on the part of the Trustee to share the same with the Agent or
the Working Capital Facility Lenders.

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 12 -

                                   ARTICLE IV

                             Notices of Foreclosure
                             ----------------------

          At least 10 Business Days (as such term is defined in the Indenture as
in effect on the date hereof) prior to any exercise by the Trustee of any of its
rights and remedies under the Indenture Security Documents following the
occurrence of any default under the Indenture, the Notes or the Indenture
Security Documents the Trustee shall give notice of such proposed exercise to
the Agent. At least 10 Business Days (as so defined) prior to any exercise by
the Agent of any of its rights and remedies under the Working Capital Facility
Security Documents following the occurrence of any default under the Working
Capital Facility Agreement or the Working Capital Facility Security Documents,
the Agent shall give notice of such exercise to the Trustee.

          Proceeds of any exercise by the Agent of any of its rights and
remedies under the Working Capital Facility Security Documents shall be applied
by the Agent, first, to the payment of costs and expenses of the Agent and the
Working Capital Facility Lenders in connection with such exercise, second, to
the payment of accrued and unpaid interest, fees, costs and expenses (including
default interest and interest, fees, costs, expenses and other amounts accruing
on or after the commencement of any proceeding under any Bankruptcy Law, under
and as defined in the Indenture as in effect on the date hereof, relating to any
Credit Party whether or not a claim for such amounts is allowed in such
proceedings) in respect of the Working Capital Facility Secured Obligations,
third, to the payment of principal in respect of the Working Capital Facility
Secured Obligations (it being understood that, upon such payment of principal,
the permitted amount of the Working Capital Facility Secured Obligations under
the Indenture shall be reduced by an amount equal to such payment), and fourth,
to any other Working Capital Facility Secured Obligations. Any excess of such
proceeds after such application by the Agent shall be transferred by the Agent,
in the form received (and with any necessary endorsement) to the Trustee for
application by the Trustee in accordance with the provisions of the Indenture.

                                    ARTICLE V

  Certain Matters Relating to the Working Capital Facility Secured Obligations
  ----------------------------------------------------------------------------

          SECTION 5.01. Notice of Acceptance, Etc. All Working Capital Facility
Secured Obligations at any time made or incurred by any of the Credit Parties
shall be deemed to have been made or incurred in reliance upon this Agreement,
and the Trustee, on behalf of itself and the Noteholders, hereby waives (i)
notice of acceptance by the Agent or any Working Capital Facility Lender of this
Agreement and (ii) notice of the existence or creation or non-payment of all or
any part of the Working Capital Facility Secured Obligations (except for notices
of non-payment referred to in Article III hereof). In addition, the Trustee, on
behalf of itself and the Noteholders, agrees that neither the Agent nor the
Working Capital Facility Lenders shall incur any liability as a result of the
sale of the Shared Collateral, or any part thereof, at any private sale pursuant
to the Working Capital Facility Security Documents conducted in a commercially
reasonable manner.

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 13 -

          SECTION 5.02. Modifications to Working Capital Facility Documents. The
Trustee, on behalf of itself and the Noteholders, hereby agrees that, without
affecting the obligations of the Trustee and the Noteholders hereunder, the
Agent and the Working Capital Facility Lenders may, at any time and from time to
time, in their sole discretion without the consent of or notice to the Trustee
or any Noteholder (except to the extent such notice or consent is required
pursuant to the provisions of this Agreement), and without incurring any
liability to the Trustee or any Noteholder or impairing or releasing the
subordination provided for herein, amend, restate, supplement or otherwise
modify the Working Capital Facility Agreement or any of the Working Capital
Facility Security Documents in any manner whatsoever, including, to

          (i)   change the manner, place or terms of payment or extend the time
     of payment of or renew or alter, all or any of the Working Capital Facility
     Secured Obligations or otherwise amend, restate, supplement or otherwise
     modify in any manner, or grant any waiver or release with respect to, all
     or any part of the Working Capital Facility Secured Obligations or any of
     the Working Capital Facility Security Documents,

          (ii)  retain or obtain a Lien on any Property of any of the Credit
     Parties (other than the Specified Subsidiaries), in each case to secure any
     of the Working Capital Facility Secured Obligations, and in that connection
     to enter into any additional Working Capital Facility Security Documents
     with any Credit Party,

          (iii) to amend, or grant any waiver, compromise or release with
     respect to, or consent to any departure from, any guaranty or other
     obligations of any Person obligated in any manner under or in respect of
     the Working Capital Facility Secured Obligations,

          (iv)  release its Lien on any Property of any Credit Party,

          (v)   exercise or refrain from exercising any rights against any
     Credit Party or any other Person,

          (vi)  retain or obtain the primary or secondary obligation of any
     other Person (other than any Specified Subsidiary or any Subsidiary of a
     Credit Party that is not itself a Credit Party) with respect to any of the
     Working Capital Facility Secured Obligations, and

          (vii) otherwise manage and supervise the Working Capital Facility
     Secured Obligations as the Agent and the Working Capital Facility Lenders
     shall deem appropriate,

in each case to the extent permitted by, and not resulting in a Default or Event
of Default under, the Indenture, provided that, notwithstanding the foregoing,
it is understood that in the event of a release by the Agent of any Credit Party
from its guaranty or other obligations in respect of the Working Capital
Facility Secured Obligations, or the release from the Lien of the Working
Capital Facility Security Documents with respect to any Shared Collateral, the
subordination of

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 14 -

the Trustee hereunder in respect of the Property of such Credit Party shall no
longer be applicable), and the Agent shall give the Trustee written notice of
any such release.

                                   ARTICLE VI

                                  Miscellaneous
                                  -------------

          SECTION 6.01. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing, telecopied or delivered:

          if to the Trustee:

               Wells Fargo Bank Minnesota, N.A.
               Corporate Trust
               South Street and Marquette Avenue
               MAC N 9303-120
               Minneapolis, MN 55479
               Attention: Corporate Trust
               Facsimile: 612-667-9825

          if to the Agent:

               [to be provided]
               Attention: [to be provided]
               Facsimile: [to be provided]

or, as to either party, at such other address as shall be designated by such
party in a written notice to the other party. All such notices and
communications shall, when delivered or telecopied, be effective when delivered
or transmitted by telecopier, respectively.

          SECTION 6.02. Waivers; Amendments.

          (a)  Waivers. No waiver of any provision of this Agreement, or consent
to any departure by any party therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section 6.02, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given.

          (b)  Amendments, Etc. Neither this Agreement, nor any provision
hereof, may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Trustee and the Agent.

          SECTION 6.03. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 15 -

          SECTION 6.04. Inconsistent Agreements. To the extent that any
provision of this Agreement shall be inconsistent with any provision of the
Indenture, the Notes, the Indenture Security Documents, the Working Capital
Facility Agreement or the Working Capital Facility Security Documents, the
provision of this Agreement shall be controlling.

          SECTION 6.05. Successors, Assigns and Transfers. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns or transferees.

          SECTION 6.06. No Third Party Beneficiaries. The agreements of the
parties hereto are solely for the benefit of the Trustee, the Noteholders, the
Agent and the Working Capital Facility Lenders and their respective successors
and assigns and no other Person shall have any rights hereunder.

          SECTION 6.07. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

          SECTION 6.08. Severability. In the event that one or more of the
provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality or
enforceability of the remaining provisions hereof shall not be affected or
impaired thereby.

          SECTION 6.09. Headings. Article and Section headings used herein are
for convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

          SECTION 6.10. Specific Performance. The Agent (on behalf of itself and
the Working Capital Facility Lenders) on the one hand, and the Trustee (on
behalf of itself and the Noteholders) on the other hand, (a) are hereby
authorized to demand specific performance of the provisions of this Agreement,
at any time when the Trustee or any Noteholder, on the one hand, or the Agent or
any Working Capital Facility Lender, on the other hand, shall have failed to
comply with any term or provision hereof and (b) hereby irrevocably waives any
defense based on the adequacy of a remedy at law that might be asserted as a bar
to such remedy of specific performance.

          SECTION 6.11. Trustee Rights. The rights, privileges, immunities and
indemnities provided to the Trustee under Article VIII of the Indenture shall,
to the extent applicable, apply in this Agreement as if fully set forth herein.

                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                     - 16 -

          IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Trustee


                                        By
                                          --------------------------------------
                                         Name:
                                         Title:


                                        [NAME OF AGENT], as
                                         Agent


                                        By
                                          --------------------------------------
                                         Name:
                                         Title:


                             Intercreditor Agreement
                             -----------------------

<PAGE>

                                                                       EXHIBIT D

                       [Form of Global Security Agreement]

          Without limiting the obligation of the Credit Parties (as hereinafter
defined) under Section 5.04 of this Agreement to pay any such tax that may be
imposed, please be advised that taking the original of this Agreement or any
certified copy thereof into the Republic of Austria may cause Austrian stamp
duty to be assessed by the Austrian tax authorities.

                            GLOBAL SECURITY AGREEMENT

          GLOBAL SECURITY AGREEMENT dated as of _____________, 2003, between
GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC., a corporation duly organized and
validly existing under the laws of the State of Delaware (the "Issuer"), GLOBAL
CROSSING LIMITED (formerly GC Acquisition Limited), a company duly organized and
validly existing under the laws of Bermuda (the "Company"), the other entities
identified on the signature pages hereto under the caption "GUARANTORS" (the
Company together with such other entities, and any entity that shall become a
Guarantor hereunder pursuant to Section 5.11 hereof, being herein called the
"Guarantors" and, together with the Issuer, the "Credit Parties") and WELLS
FARGO BANK MINNESOTA, N.A., as trustee and agent (in such capacities, the
"Trustee") for the benefit of the holders of the Notes (as hereinafter defined).

          Pursuant to an Indenture dated as of _________________, 2003 (as
modified and supplemented and in effect from time to time, the "Indenture") by
and between the Credit Parties and the Trustee, the Issuer has issued
$200,000,000 of its 11% Senior Secured Notes due 2006 (the "Notes") and the
Guarantors have unconditionally guaranteed all of the obligations of the Issuer
under and in respect of the Notes.

          To induce the holders of the Notes to accept the same on the terms and
conditions as provided in the Indenture, the Credit Parties wish to grant liens
on and security interests in substantially all of their Property (as hereinafter
defined) as collateral security for the obligations of the Credit Parties under
and in respect of, inter alia, the Indenture and the Notes. Accordingly, the
parties hereto agree as follows:

          Section 1. Definitions.

          (a)  Indenture Terms. Terms defined in the Indenture are used herein
as defined therein.

          (b)  Certain Uniform Commercial Code Terms. The terms "Accounts",
"Chattel Paper", "Deposit Account", "Document", "Electronic Chattel Paper",
"Equipment", "Fixtures", "General Intangible", "Goods", "Instrument",
"Inventory", "Investment Property", "Letter-of-Credit Right", "Payment
Intangible", "Proceeds" and "Software" have the respective meanings

                            Global Security Agreement
                            -------------------------

<PAGE>

                                      - 2 -

ascribed thereto in Article 9 of the Uniform Commercial Code. The term
"Financial Assets" shall have the meaning ascribed thereto in Article 8 of the
Uniform Commercial Code.

          (c)  Certain other Terms. In addition, as used herein:

          "Collateral" has the meaning assigned to such term in Section 3
     hereof.

          "Copyright Collateral" means all Copyrights, whether now owned or
     hereafter acquired by any Credit Party, including each Copyright identified
     in Annex 4.

          "Copyrights" means all copyrights and copyright registrations,
     including all renewals and extensions thereof, the right to recover for all
     past, present and future infringements thereof, and all other rights of any
     kind whatsoever accruing thereunder or pertaining thereto.

          "Dutch Security Document" means, collectively, each of the following
     documents to be entered into on, and to be dated, the Effective Date (i)
     the Deed of Establishment of a right of Pledge on Registered Shares GC Pan
     European Crossing Holdings B.V., (ii) the Deed of Establishment of a right
     of Pledge on Registered Shares Global Crossing Nederland B.V., (iii) the
     Deed of Establishment of a right of Pledge on Registered Shares GC Pan
     European Crossing Nederland B.V., (iv) the Deed of Establishment of a right
     of Pledge on Registered Shares GC Pan European Crossing Networks B.V., (v)
     the Deed of Establishment of a right of Pledge on Registered Shares Global
     Crossing Venezuela B.V., (vi) the Deed of Establishment of a right of
     Pledge on Registered Shares GT Netherlands B.V., (vii) the Agreement and
     Deed of Non-Possessory Pledge of Assets, (viii) the Agreement and Deed of
     Disclosed Pledge of Intercompany Accounts Receivable dated, (ix) the
     Agreement and Deed of Disclosed Pledge of Credit Balances on Bank Accounts,
     (x) the Agreement and Deed of Undisclosed Pledge of Third Party Accounts
     Receivable and (xi) the Deed of Establishment of a right of Mortgage and
     Pledge.

          "Equity Issuers" means, collectively, (a) the respective corporations,
     partnerships or other entities identified under the names of the Credit
     Parties on Annex 3 under the caption "Equity Issuer" and (b) any other
     entity that shall at any time be a Subsidiary of any Credit Party.

          "Indemnified Parties" has the meaning assigned such term in Section
     5.04 hereof.

          "Intellectual Property" means collectively, all Copyright Collateral,
     all Patent Collateral and all Trademark Collateral, together with (a) all
     inventions, processes, software, production methods, proprietary
     information, know-how and trade secrets; (b) all licenses or user or other
     agreements granted to any Credit Party with respect to any of the
     foregoing, including software licenses, in each case whether now or
     hereafter owned or used including the licenses or other agreements with
     respect to the Copyright Collateral, the Patent Collateral or the Trademark
     Collateral, listed in Annex 7; (c) all information, data, plans,
     blueprints, specifications, designs, drawings, recorded knowledge, surveys,
     engineering reports, test reports, manuals, materials standards, processing
     standards, performance standards, catalogs, computer and automatic

                            Global Security Agreement
                            -------------------------

<PAGE>

                                      - 3 -

     machinery software and programs with respect to any of the foregoing; (d)
     all field repair data, sales data and other information relating to sales
     or service of products now or hereafter manufactured; (e) all accounting
     information and all media in which or on which any information or knowledge
     or data or records may be recorded or stored and all computer programs used
     for the compilation or printout of such information, knowledge, records or
     data; (f) all licenses, consents, permits, variances, certifications and
     approvals of governmental agencies now or hereafter held by any Credit
     Party; and (g) all causes of action, claims and warranties now or hereafter
     owned or acquired by any Credit Party in respect of any of the items listed
     above.

          "Motor Vehicles" means motor vehicles, tractors, trailers and other
     like property, whether or not the title thereto is governed by a
     certificate of title or ownership.

          "Patent Collateral" means all Patents, whether now owned or hereafter
     acquired by any Credit Party, including each Patent identified in Annex 5.

          "Patents" means all patents, including the inventions and improvements
     described and claimed therein together with the reissues, divisions,
     continuations, renewals, extensions and continuations-in-part thereof, all
     income, royalties, damages and payments now or hereafter due and/or payable
     under and with respect thereto, including damages and payments for past or
     future infringements thereof, the right to sue for past, present and future
     infringements thereof, and all rights corresponding thereto throughout the
     world.

          "Pledged Indebtedness" means any Indebtedness of any Person held by
     any Credit Party.

          "Pledged Stock" has the meaning assigned to such term in Section 3(c)
     hereof.

          "Secured Obligations" means, collectively, (a) in the case of the
     Issuer, the obligations of the Issuer under and in respect of the Indenture
     and the Notes, (b) in the case of any Guarantor, all present and future
     obligations of such Guarantor under the Indenture and its Note Guarantee,
     and (c) in the case of each Credit Party, all obligations of such Credit
     Party hereunder or under any of the other Security Documents.

          "Stock Collateral" has the meaning assigned to such term in Section
     3(c)(ii) hereof.

          "Trademark Collateral" means all Trademarks, whether now owned or
     hereafter acquired by any Credit Party, including each Trademark identified
     in Annex 6. Notwithstanding the foregoing, the Trademark Collateral does
     not and shall not include any Trademark that would be rendered invalid,
     abandoned, void or unenforceable by reason of its being included as part of
     the Trademark Collateral.

          "Trademarks" means all trade names, trademarks and service marks,
     logos, trademark and service mark registrations, including, without
     limitation, all renewals of trademark and service mark registrations, all
     rights corresponding thereto throughout the

                            Global Security Agreement
                            -------------------------

<PAGE>

                                      - 4 -

     world, the right to recover for all past, present and future infringements
     thereof, all other rights of any kind whatsoever accruing thereunder or
     pertaining thereto, together, in each case, with the product lines and
     goodwill of the business connected with the use of, and symbolized by, each
     such trade name, trademark and service mark.

          "Uniform Commercial Code" means the Uniform Commercial Code as in
     effect from time to time in the State of New York.

          Section 2. Representations and Warranties. Each Credit Party
represents and warrants to the Trustee and the Holders that:

          (a)  Title and Priority. Such Credit Party legally or beneficially
     owns, or has valid rights as a lessee or licensee (by virtue of
     administrative resolution or through contractual rights) with respect to,
     the Collateral in which it purports to grant a security interest pursuant
     to Section 3 hereof and no Lien exists upon such Collateral except for
     Permitted Liens. To the extent the Uniform Commercial Code is applicable
     thereto, the security interest created pursuant hereto constitutes a valid
     security interest in the Collateral in which such Credit Party purports to
     grant a security interest pursuant to Section 3 hereof, which, upon
     perfection of such security interest under applicable law (to the extent
     such perfection is permitted under applicable law, not contractually
     prohibited and legally possible and not excluded from a perfection
     requirement pursuant to Section 6.02 of the Indenture), will be subject to
     no equal or prior Lien other than Permitted Liens referred to in clauses
     (e), (f), (h), (i), (j), (k), (l), (m), (n) or (o) of the definition of
     such term in Section 1.01 of the Indenture and other than as provided in
     any Intercreditor Agreement.

          (b)  Names, Etc. The full and correct legal name, type of
     organization, jurisdiction of organization, organizational ID number (if
     applicable) and mailing address of such Credit Party as of the date hereof
     are correctly set forth in Annex 1. Annex 1 correctly specifies (x) the
     place of business of such Credit Party or, if such Credit Party has more
     than one place of business, the location of the chief executive office of
     such Credit Party, and (y) each country where Equipment, Fixtures, network
     assets (including ducts or cable under IRU's), network equipment, office
     equipment, Inventory, Deposit Accounts, spares and other Goods in excess of
     $30,000 of such Credit Party is located (other than Motor Vehicles
     constituting Equipment, ships, Inventory in transit, Goods in transit and
     Equipment being repaired).

          (c)  Changes in Circumstances. Except as specified in Annex 1, such
     Credit Party has not (i) within the period of four months prior to the date
     hereof, changed its "location" (as defined in Section 9-307 of the Uniform
     Commercial Code), (ii) heretofore changed its name, or (iii) heretofore
     become a "new debtor" (as defined in Section 9-102(a)(56) of the Uniform
     Commercial Code) with respect to a currently effective security agreement
     previously entered into by any other Person.

          (d)  Pledged Stock. The Pledged Stock, if any, identified under the
     name of such Credit Party in Annex 3 is duly authorized, validly issued,
     fully paid and non-assessable and none of such Pledged Stock is subject to
     any contractual restriction, or any restriction under the charter, by-laws
     or other organizational document of the respective Equity

                            Global Security Agreement
                            -------------------------

<PAGE>

                                      - 5 -

     Issuer of such Pledged Stock, upon the transfer of such Pledged Stock
     (except for any restriction contained herein or under such organizational
     documents).

          The Pledged Stock, if any, identified under the name of such Credit
     Party in Annex 3 constitutes all the issued and outstanding shares of
     capital stock of whatever class of such Equity Issuer beneficially owned by
     such Credit Party on the date hereof (whether or not registered in the name
     of such Credit Party); Annex 3 correctly identifies, as at the date hereof,
     the respective Equity Issuers of such Pledged Stock and the respective
     class and par value or other identifying characteristics of the shares
     constituting such Pledged Stock and the respective number of shares (and
     registered owners thereof) represented by each such certificate.

          (e)  Pledged Indebtedness. The Pledged Indebtedness, if any,
     identified under the name of such Credit Party in Annex 8 constitutes all
     Indebtedness held by any Credit Party that is evidenced by an Instrument
     and Annex 8 correctly identifies, as of the date hereof, the respective
     obligors in respect of such Pledged Indebtedness, the amount and maturity
     thereof, and any collateral security or Guarantees therefor.

          (f)  Intellectual Property. Annexes 4, 5, and 6, respectively, set
     forth under the name of such Credit Party a complete and correct list of
     all Copyrights, Patents and Trademarks (in each case to the extent
     encompassed within the definition of "Intellectual Property" in Section
     1(b) hereof) owned by such Credit Party on the date hereof, and all
     registrations listed in Annexes 4, 5, and 6, are properly issued and in
     full force and effect. Annex 7 sets forth under the name of such Credit
     Party all licenses and other user agreements pursuant to which such Credit
     Party has been granted the right to use any Copyrights, Patents or
     Trademarks owned by others.

          To such Credit Party's knowledge, (i) except as set forth in Annex 4,
     5 or 6, there is no violation by others of any right of such Credit Party
     with respect to any Copyright, Patent or Trademark listed in Annexes 4, 5,
     and 6, respectively, under the name of such Credit Party and (ii) such
     Credit Party is not infringing upon any copyright, patent or trademark of
     any other Person (other than any other Credit Party, as to which no
     representation or warranty is made) by virtue of the conduct of its
     business; and no proceedings have been instituted, threatened or are
     pending against such Credit Party, and no claim against such Credit Party
     has been received by such Credit Party, alleging any such violation, except
     as may be set forth in Annex 7.

          Section 3. Collateral. As collateral security for the prompt payment
in full when due (whether at stated maturity, by acceleration or otherwise) of
the Secured Obligations, each Credit Party hereby pledges, charges and grants to
the Trustee, for the benefit of the Trustee and the Holders as hereinafter
provided, a security interest in and to all of such Credit Party's right, title
and interest in the following property, whether now owned by such Credit Party
or hereafter acquired and whether now existing or hereafter coming into
existence (all being collectively referred to herein as "Collateral"):

                            Global Security Agreement
                            -------------------------

<PAGE>

                                      - 6 -

          (a)  all Accounts, all General Intangibles, all Deposit Accounts, all
     Instruments, all Documents, all Chattel Paper (whether tangible or
     electronic), all Inventory, all Equipment, all Fixtures;

          (b)  all Goods not covered by the preceding clause (a);

          (c)  the Equity Interests of the Equity Issuers identified in Annex 3
     under the name of such Credit Party together with all rights, privileges,
     authority and power of such Equity Issuer with respect to such Equity
     Interests, in each case together with the certificates, instruments and
     agreements, if any, evidencing the same (collectively, the "Pledged
     Stock"), together with:

               (i)   all shares, securities, moneys or property representing a
          dividend on any of the Pledged Stock, or representing a distribution
          or return of capital upon or in respect of the Pledged Stock, or
          resulting from a split-up, revision, reclassification or other like
          change of the Pledged Stock or otherwise received in exchange
          therefor, and any subscription warrants, rights, agreements or options
          issued to the holders of, or otherwise in respect of, the Pledged
          Stock; and

               (ii)  without affecting the obligations of such Credit Party
          under any provision prohibiting such action hereunder or under the
          Indenture, in the event of any consolidation, amalgamation or merger
          in which an Equity Issuer is not the surviving corporation, all shares
          of each class of the capital stock of the successor corporation
          (unless such successor corporation is such Credit Party itself) formed
          by or resulting from such consolidation or merger (the Pledged Stock,
          together with all other certificates, shares, securities, properties
          or moneys as may from time to time be pledged or charged hereunder
          pursuant to this clause (ii) and clause (i) above being herein
          collectively called the "Stock Collateral");

          (d)  all Investment Property and Financial Assets not covered by
     clause (c) of this Section 3;

          (e)  all Intellectual Property;

          (f)  all rights, claims and benefits of such Credit Party against any
     Person arising out of, relating to or in connection with the Intellectual
     Property, and Inventory or Equipment purchased by such Credit Party,
     including, without limitation, any such rights, claims or benefits against
     any Person storing or transporting such Inventory or Equipment;

          (g)  all Payment Intangibles, Software and all other General
     Intangibles whatsoever not covered by the preceding clauses of this Section
     3;

          (h)  all Pledged Indebtedness;

                           Global Security Agreement
                           -------------------------

<PAGE>

                                      - 7 -

          (i)  the balance from time to time in the Asset Sale Proceeds Account,
     the Specified Subsidiary Asset Sale Proceeds Account and the Specified
     Subsidiary Casualty Event Proceeds Account, and all Investment Property and
     Financial Assets at any time held in any of such Accounts;

          (j)  all fiber optic submarine cable systems, including cables and
     materials, parts, tools, dies, jigs, fixtures, plans, information and
     contract rights, including all undersea fiber and cable, including all
     undersea fiber and cable in international waters;

          (k)  all real property, including all leasehold interests and all
     rights to use any real property interest;

          (l)  all other tangible and intangible real and personal property
     whatsoever of such Credit Party; and

          (m)  all Proceeds, products, offspring, accessions, rents, profits,
     income, benefits, substitutions and replacements of and to any of the
     foregoing and, to the extent related to any of the foregoing, all books,
     correspondence, credit files, records, invoices and other papers (including
     without limitation all tapes, cards, computer runs and other papers and
     documents in the possession or under the control of such Credit Party or
     any computer bureau or service company from time to time acting for such
     Credit Party),

          IT BEING UNDERSTOOD, HOWEVER, that, notwithstanding anything to the
contrary set forth herein, in the Indenture or any other Security Document (but
without limiting the undertakings of the Credit Parties under Article VI of the
Indenture), in no event shall the Collateral consist of, or the security
interest granted under this Section 3 attach, (A) to any lease, license,
governmental authorization, permit, concession, contract, property rights,
application or agreement to which any Credit Party is a party (or to any of its
rights or interests thereunder) if the grant of such security interest would
constitute or result in either (i) the abandonment, invalidation or
unenforceability of any right, title or interest of any Credit Party therein or
(ii) in a breach, cancellation, withdrawal or termination pursuant to the terms
of, or a default under, any such lease, license, governmental authorization,
permit, concession, contract, property rights, application or agreement (except
to the extent that any such term would be rendered ineffective pursuant to, or
any such breach, cancellation, withdrawal or termination would be overridden by,
Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other
applicable law), (B) without limiting the provisions of Section 6.02 of the
Indenture, to any Property in any jurisdiction, to the extent that obtaining a
Lien upon such Property in such jurisdiction is prohibited under applicable law,
or requires the obtaining of a governmental approval (which governmental
approval has not yet been obtained), (C) to any Excluded Collateral or (D) to
any Property located in The Netherlands or, in the case of Receivables, governed
by Netherlands law, and over which a valid security interest is or will be
created by any Dutch Security Document.

          It is contemplated that, with respect to Collateral of any Credit
Party that (x) consists of any real property or real property interest (wherever
located), (y) any Collateral of any Credit Party that may be located outside of
the United States, and (z) any Collateral wherever located of any Credit Party
that may be organized or that conducts business outside of

                           Global Security Agreement
                           -------------------------

<PAGE>

                                      - 8 -

the United States, such Credit Party will concurrently with the execution and
delivery of this Agreement (but subject to Section 6.02 of the Indenture)
execute and deliver such additional security agreements, pledge agreements,
assignments, mortgages and other similar instruments or documents as shall be
necessary or appropriate (and permitted under applicable law) in order to
create, perfect and make enforceable Liens upon and other security interests in
the Collateral owned by such Credit Party under the law of the jurisdiction in
which such Collateral is located or in which such Credit Party is organized or
conducts business. Any such additional security agreements, pledge agreements,
assignments, mortgages and similar instruments and documents shall be deemed to
supplement and not supersede the Liens and security interests provided herein.

          Anything herein to the contrary notwithstanding, no Credit Party shall
be required to perform any action which is illegal or which may violate any
applicable law or that carries a material risk of jeopardizing the rights it
holds in the Collateral.

          Section 4. Further Assurances; Remedies. In furtherance of the grant
of the pledge, charge and security interest pursuant to Section 3 hereof, the
Credit Parties hereby jointly and severally agree with the Trustee (but subject
to the provisions of Section 6.02 of the Indenture) as follows:

          4.01 Delivery and Other Perfection. Each Credit Party shall:

          (a)  if any of the shares, securities, moneys or property required to
     be pledged and charged by such Credit Party under clauses (c)(i) and
     (c)(ii) of Section 3 hereof are received by such Credit Party forthwith,
     either (x) transfer and deliver to the Trustee (or to the Agent or third
     party under any Intercreditor Agreement as provided in Article III thereof)
     such shares, securities, moneys or property so received by such Credit
     Party (together with the certificates, if any, for any such shares and
     securities duly endorsed in blank or accompanied by undated stock powers
     duly executed in blank), all of which thereafter shall be held by the
     Trustee (or the Agent or third party), pursuant to the terms of this
     Agreement, as part of the Collateral or (y) take such other action as shall
     be necessary to duly record the Lien created hereunder in such shares,
     securities, moneys or property in said clauses (c)(i) and (c)(ii),
     including, with respect to the Lien on the shares of an Equity Issuer which
     are not represented by certificates, the registration in the shareholders
     register of such Equity Issuer of appropriate entries evidencing said Lien;

          (b)  deliver and pledge to the Trustee (or to the Agent or third party
     under any Intercreditor Agreement as provided in Article III thereof) any
     and all Instruments (other than checks) constituting part of the Collateral
     in which such Credit Party purports to grant a security interest hereunder,
     endorsed and/or accompanied by such instruments of assignment and transfer
     in such form and substance necessary to effectuate the security interest
     granted hereunder; provided, that so long as no Event of Default shall have
     occurred and be continuing, unremedied and unwaived, such Credit Party may
     retain for collection in the ordinary course any Instruments received by
     such Credit Party in the ordinary course of its business and the Trustee
     shall, promptly upon request of such Credit Party through the Company, make
     arrangements against trust receipt or like

                            Global Security Agreement
                            -------------------------

<PAGE>

                                      - 9 -

     document for making any Instrument pledged by such Credit Party available
     to such Credit Party for purposes of presentation, collection or renewal;

          (c)  deliver and pledge to the Trustee (or to the Agent or third party
     under any Intercreditor Agreement as provided in Article III thereof) any
     and all promissory notes or other instruments constituting part of the
     Collateral and evidencing any of the Pledged Indebtedness in excess of
     $200,000, endorsed and/or accompanied by such instruments of assignment and
     transfer in such form as shall be necessary to perfect the Lien of the
     Trustee in such promissory notes and instruments;

          (d)  give, execute, deliver, file, record, authorize or obtain all
     such financing statements, notices, instruments, documents, agreements or
     consents or other papers as, subject to Section 6.02 of the Indenture,
     shall be necessary to create, preserve, perfect or validate the security
     interest granted pursuant hereto and the priority thereof or to enable the
     Trustee to exercise and enforce its rights hereunder with respect to such
     security interest, including, without limitation, causing any or all of the
     Stock Collateral to be transferred of record into the name of the Trustee
     or its nominee (and the Trustee agrees that if any Stock Collateral is
     transferred into its name or the name of its nominee, the Trustee will
     thereafter promptly upon request therefor by the Company give to such
     Credit Party copies of any notices and communications received by it with
     respect to the Stock Collateral pledged and charged by such Credit Party
     hereunder);

          (e)  keep accurate books and records relating to the Collateral, and
     stamp or otherwise mark such books and records in such manner as shall be
     necessary in order to reflect the security interests granted by this
     Agreement;

          (f)  following the occurrence and during the continuance, unremedied
     and unwaived, of an Event of Default, permit representatives of the
     Trustee, upon reasonable notice, at any time during normal business hours
     to inspect and make abstracts from its books and records pertaining to the
     Collateral, and permit representatives of the Trustee to be present at such
     Credit Party's place of business to receive copies of all communications
     and remittances relating to the Collateral, and forward copies of any
     notices or communications received by such Credit Party with respect to the
     Collateral, all in such manner as the Trustee may reasonably require; and

          (g)  subject to Section 6.02 of the Indenture, execute and deliver and
     cause to be filed, such continuation statements, and do such other acts and
     things, as may be necessary to maintain the perfection and priority of the
     security interest granted pursuant hereto.

          Anything herein to the contrary notwithstanding, it is understood and
agreed that, as provided in Section 6.03(a) of the Indenture:

          (i)   as to Property of any Credit Party located in any jurisdiction
     owned by such Credit Party on the date hereof that is not covered by the
     Lien of a particular Security Document other than this Agreement, such
     Credit Party shall be deemed to have complied with the requirements of this
     Section 4.01 if, as contemplated by Exhibit F to

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 10 -

     the Indenture, the Administrative Agent and the Official Creditors'
     Committee confirm in writing to the Trustee that the conditions set forth
     in said Exhibit F have been satisfied;

          (ii)  as to Property of any Credit Party located in any jurisdiction,
     whether now owned or hereafter acquired, that is covered by the Lien of a
     particular Security Document other than this Agreement (or that is
     contemplated by such Security Document to be covered by such Lien if
     acquired after the date hereof), such Credit Party shall be deemed to have
     complied with the requirements of this Section 4.01 if such Credit Party
     complies with the requirements of such Security Document;

          (iii) as to all other Property hereafter acquired by any Credit Party,
     such Credit Party shall (subject to Section 6.02 of the Indenture) comply
     with the requirements of this Section 4.01;

          (iv)  as to any contract or agreement to which any Credit Party is a
     party on the date hereof that requires the consent of a third party in
     order to create a lien in such contract or agreement, such Credit Party
     shall be deemed to have complied with the requirements of this Section 4.01
     if, after utilizing commercially reasonable efforts in an attempt to so
     obtain such consent, as contemplated by Exhibit F to the Indenture, the
     Administrative Agent and the Official Creditors' Committee confirm in
     writing to the Trustee that the conditions set forth in said Exhibit F have
     been satisfied; and

          (v)   as to any contract or agreement to which any Credit Party
     becomes a party after the date hereof that requires the consent of a third
     party in order to create a Lien in such contract or agreement, such Credit
     Party shall be deemed to have complied with the requirements of this
     Section 4.01, notwithstanding that such consent has been refused, if it
     shall have used commercially reasonable efforts to obtain such consent (and
     shall so certify in the first Officers' Certificate delivered pursuant to
     Section 6.03(c)(ii)(B) of the Indenture after the date of such refusal).

          4.02 Other Financing Statements and Liens. Except for Permitted Liens,
no Credit Party shall (i) file or suffer to be on file, or authorize or permit
to be filed or to be on file, in any jurisdiction, any financing statement or
like instrument or (ii) create or permit the creation of any Lien or allow any
Lien to subsist, with respect to the Collateral in which the Trustee is not
named as the sole secured party for the benefit of the Trustee and the Holders.

          4.03 Preservation of Rights. The Trustee shall not be required to take
steps necessary to preserve any rights against prior parties to any of the
Collateral, provided that the Trustee shall cooperate with the Credit Parties in
any request for documentation or evidence in any action taken by a Credit Party
to protect or preserve its rights in the Collateral, to the extent such request
is made pursuant to an Issuer Order.

          4.04 Special Provisions Relating to Certain Collateral.

          (a)  Stock Collateral. The Credit Parties will cause the Stock
Collateral to constitute at all times 100% of all the total number of shares of
Capital Stock of each Equity Issuer then issued and outstanding held by the
Credit Parties.

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 11 -

          So long as no Event of Default shall have occurred and be continuing,
unremedied and unwaived, the Credit Parties shall have the right to exercise all
voting, consensual and other powers of ownership pertaining to the Stock
Collateral for all purposes not inconsistent with the terms of this Agreement,
the Indenture or any other Security Document or any other instrument or
agreement referred to herein or therein, provided that the Credit Parties
jointly and severally agree that they will not vote the Stock Collateral in any
manner that results in a violation of the terms of this Agreement, the
Indenture, the Security Documents or any such other instrument or agreement; and
the Trustee shall execute and deliver to the Credit Parties or cause to be
executed and delivered to the Credit Parties all such proxies, powers of
attorney, dividend and other orders, and all such instruments, without recourse,
as the Credit Parties may reasonably request pursuant to an Issuer Request for
the purpose of enabling the Credit Parties to exercise the rights and powers
that they are entitled to exercise pursuant to this Section 4.04.

          (b)  Intellectual Property. Notwithstanding the pledge of its
Intellectual Property hereunder and any requirement contained in the Indenture
or any other Security Document, until notice to the Credit Parties has been
given by the Trustee following the occurrence and during the continuance,
unremedied and unwaived, of an Event of Default, each Credit Party shall have
the right to exploit and use the Intellectual Property in connection with its
business, including but not limited to the development, marketing, promotion,
distribution and sale of the underlying services related to such Intellectual
Property.

          4.05 Events of Default, Etc. During the period during which an Event
of Default shall have occurred and be continuing, unremedied and unwaived:

          (a)  each Credit Party shall, at the request of the Trustee, assemble
     the Collateral owned by it at such place or places, reasonably convenient
     to both the Trustee and such Credit Party, designated in the Trustee's
     request;

          (b)  the Trustee may make any reasonable compromise or settlement
     deemed desirable with respect to any of the Collateral and may extend the
     time of payment, arrange for payment in installments, or otherwise modify
     the terms of, any of the Collateral;

          (c)  the Trustee shall have all of the rights and remedies with
     respect to the Collateral of a secured party under the Uniform Commercial
     Code (whether or not the Uniform Commercial Code is in effect in the
     jurisdiction where the rights and remedies are asserted) and such
     additional rights and remedies to which a secured party is entitled under
     the laws in effect in any jurisdiction where any rights and remedies
     hereunder or under any of the other Security Documents may be asserted,
     including the right, to the fullest extent permitted by applicable law, to
     exercise all voting, consensual and other powers of ownership pertaining to
     the Collateral as if the Trustee were the sole and absolute owner thereof
     (and each Credit Party agrees to take all such action as may be appropriate
     to give effect to such right);

          (d)  the Trustee may, in its name or in the name of any Credit Party
     or otherwise, demand, sue for, collect or receive any money or property at
     any time payable or

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 12 -

     receivable on account of or in exchange for any of the Collateral, but
     shall be under no obligation to do so; and

          (e)  the Trustee may, upon ten Business Days' prior written notice to
     the Credit Parties of the time and place, with respect to the Collateral or
     any part thereof which shall then be or shall thereafter come into the
     possession, custody or control of the Trustee, or any of its agents, sell,
     lease, assign or otherwise dispose of all or any part of such Collateral,
     at such place or places as the Trustee deems best, and for cash or for
     credit or for future delivery (without thereby assuming any credit risk),
     at public or private sale, without demand of performance or notice of
     intention to effect any such disposition or of the time or place thereof
     (except such notice as is required above or by applicable statute and
     cannot be waived), and the Trustee or any other Holder or anyone else may
     be the purchaser, lessee, assignee or recipient of any or all of the
     Collateral so disposed of at any public sale (or, to the extent permitted
     by law, at any private sale) and thereafter, to the fullest extent
     permitted by law, hold the same absolutely, free from any claim or right of
     whatsoever kind, including any right or equity of redemption (statutory or
     otherwise), of the Credit Parties, any such demand, notice and right or
     equity being hereby expressly waived and released, to the fullest extent
     permitted by law. The Trustee may, without notice or publication, adjourn
     any public or private sale or cause the same to be adjourned from time to
     time by announcement at the time and place fixed for the sale, and such
     sale may be made at any time or place to which the sale may be so
     adjourned.

          In the event of any sale, assignment, or other disposition of any of
     the Trademark Collateral, the goodwill connected with and symbolized by the
     Trademark Collateral subject to such disposition shall be included, and the
     Credit Parties shall supply to the Trustee or its designee, for inclusion
     in such sale, assignment or other disposition, all Intellectual Property
     relating to such Trademark Collateral.

The proceeds of each collection, sale or other disposition under this Section
4.05 shall be applied in accordance with Section 4.09 hereof.

          The Credit Parties recognize that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, and applicable state
securities laws, the Trustee may be compelled, with respect to any sale of all
or any part of the Collateral, to limit purchasers to those who will agree,
among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. The Credit
Parties acknowledge that any such private sales may be at prices and on terms
less favorable to the Trustee than those obtainable through a public sale
without such restrictions, and, notwithstanding such circumstances, agree that
any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Trustee shall have no obligation to engage in
public sales and no obligation to delay the sale of any Collateral for the
period of time necessary to permit the Credit Parties or issuer thereof to
register it for public sale.

          4.06 Deficiency. If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Section 4.05 hereof are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Secured Obligations, the Credit Parties shall remain liable for
any deficiency.

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 13 -

          4.07 Locations; Names. Without at least 30 days' prior written notice
to the Trustee, and (in the case of a change of its name) delivery of an Opinion
of Counsel and an Issuer Order identifying any action required to be taken by
such Credit Party or the Trustee to perfect or continue the perfection of the
Liens hereunder granted by such Credit Party and protect the priority thereof,
no Credit Party shall change its "location" (as defined in Section 9-307 of the
Uniform Commercial Code) or change its name from the name shown as its current
legal name on Annex 1.

          Without the prior written consent of the Trustee, any Credit Party may
remove items of Collateral outside of any jurisdiction in which such Credit
Party conducts business, or in which such items are located, in order to have
them repaired or upgraded, subject to the obligation of returning such items to
their original location in such jurisdiction as soon as their repair or upgrade
has been completed and, if required in order to transport or relocate any such
item of Collateral, the Trustee shall, upon delivery to it of an Issuer Order
requesting a release (which shall state that such release is authorized under
this Section 4.07), promptly execute and deliver to such Credit Party such
release statement and such other documentation as shall be specified by such
Credit Party in such Issuer Order to effect the temporary release of the Lien on
such item of Collateral in order that it may be removed or relocated.

          4.08 Private Sale. The Trustee and the Holders shall incur no
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 4.05 hereof conducted in a commercially
reasonable manner. Each Credit Party hereby waives any claims against the
Trustee or any Holder arising by reason of the fact that the price at which the
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Trustee accepts the first offer
received and does not offer the Collateral to more than one offeree.

          4.09 Application of Proceeds. The proceeds of any collection, sale or
other realization of all or any part of the Collateral pursuant hereto, and any
other cash at the time held by the Trustee under this Section 4, shall be
applied by the Trustee in the manner set forth in Article IX of the Indenture.

          4.10 Attorney-in-Fact. Without limiting any rights or powers granted
by this Agreement to the Trustee while no Event of Default has occurred and is
continuing, upon the occurrence and during the continuance, unremedied and
unwaived, of any Event of Default the Trustee is hereby appointed the
attorney-in-fact of each Credit Party for the purpose of carrying out the
provisions of this Section 4 and taking any action and executing any instruments
which the Trustee may reasonably deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, so
long as the Trustee shall be entitled under this Section 4 to make collections
in respect of the Collateral, the Trustee shall have the right and power to
receive, endorse and collect all checks made payable to the order of any Credit
Party representing any dividend, payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 14 -

          4.11 Perfection. Each Credit Party consents that Uniform Commercial
Code financing statements may be filed describing the Collateral as "all assets"
or "all personal property" of such Credit Party (provided that no such
description shall be deemed to modify the description of Collateral set forth in
Section 3 hereof).

          Anything herein to the contrary notwithstanding, the obligations of
the Credit Parties to take any action to perfect the Liens granted hereunder and
under any other Security Document on any Collateral shall be subject to the
provisions of Sections 6.02 and 6.03 of the Indenture.

          4.12 Certain Releases of Collateral.

          (a)  Releases Upon Asset Sales, Etc. If at any time a Credit Party
consummates an Asset Sale, a Specified Subsidiary Asset Sale, or a Qualified
Receivables Transaction, in accordance with the terms of the Indenture and
satisfies all of the conditions precedent set forth in Section 6.05(b) of the
Indenture with respect thereto, the Trustee shall, upon the request of such
Credit Party, execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release prepared by such Credit
Party reasonably required to effect the release of the Liens on the Collateral
which is the subject of such Asset Sale, Specified Subsidiary Asset Sale, or
Qualified Receivables Transaction.

          (b)  Releases Upon Other Asset Sales. If at any time a Credit Party
sells, transfers, leases, conveys, substitutes, converts, abandons or otherwise
disposes of any item of Collateral in a transaction (i) not deemed to be an
Asset Sale under the Indenture as set forth in clauses (a) through (f),
inclusive, and (h) of the definition of "Asset Sale" therein or (ii) otherwise
permitted under the Indenture and for which such Credit Party has complied with
all requirements in respect thereof (each such transaction listed in clause (i)
and (ii) hereinabove, a "Permitted Sale"), any Lien on such item of Collateral
shall be automatically released and, if a formal, documented termination of
release shall be necessary, the Trustee shall, upon delivery to it of an Issuer
Order requesting such release (which shall state that such release is authorized
under this Section 4.12(b)), promptly execute and deliver to such Credit Party
upon the occurrence of such Permitted Sale such termination or release
statements and such other documentation as shall be specified by such Credit
Party in such Issuer Order to effect the termination and release of the Liens on
such item of Collateral which is the subject of the Permitted Sale.

          4.13 Termination. When all Secured Obligations shall have been paid in
full or otherwise discharged, this Agreement shall terminate and the Trustee
shall forthwith cause to be assigned, transferred and delivered, against receipt
but without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of the
respective Credit Party. The Trustee shall, at the expense of the Company, also
execute and deliver to the respective Credit Party upon such termination such
Uniform Commercial Code termination statements and such other documentation as
shall be reasonably requested by the respective Credit Party to effect the
termination and release of the Liens on the Collateral. Upon completion by the
Trustee of the duties enumerated in this Section 4.12 in

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 15 -

accordance herewith, the Trustee shall thenceforth be relieved of all further
obligations under this Agreement.

          Section 5. Miscellaneous.

          5.01 Notices. All notices, waivers, requests, consents, demands,
directions and other instruments delivered pursuant to the terms of this
Agreement and the other Security Documents shall be in writing in the English
language or accompanied by a certified English translation (which English
translation shall be considered the original instrument and shall control in
case of any conflict between the English and foreign language versions) and
telecopied or delivered to the respective parties hereto as provided in Section
12.02 of the Indenture. All such communications shall be deemed to have been
given at the times specified in said Section 12.02.

          5.02 No Waiver. No failure on the part of the Trustee or any Holder to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Trustee or any Holder of any right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies herein are cumulative
and are not exclusive of any remedies provided by law.

          5.03 Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by each Credit
Party and the Trustee in accordance with the provisions of Article XI of the
Indenture. Any such amendment or waiver shall be binding upon the Trustee, each
Holder and each Credit Party.

          5.04 Expenses. The Credit Parties jointly and severally agree to
indemnify and reimburse the Trustee, its officers, directors, employees,
representatives and agents (collectively, the "Indemnified Parties") for all
reasonable costs and expenses (including the reasonable fees and expenses of
legal counsel) incurred by such Indemnified Parties in connection with (i) any
filing, registration, recording or perfection of any security interest
contemplated by any Security Document or any other document referred to therein
(including the reasonable fees and expenses of counsel in any jurisdiction
retained by the Trustee in connection therewith), (ii) any Default and any
enforcement or collection proceeding resulting therefrom, including all manner
of participation in or other involvement with (w) performance by the Trustee of
any obligations of the Credit Parties in respect of the Collateral that the
Credit Parties have failed or refused to perform (to the extent that, taking
into account Section 6.02 of the Indenture, performance of such obligations is
required), (x) bankruptcy, insolvency, receivership, foreclosure, winding up or
liquidation proceedings, or any actual or attempted sale, or any exchange,
enforcement, collection, compromise or settlement in respect of any of the
Collateral, and for the care of the Collateral and defending or asserting rights
and claims of the Trustee in respect thereof, by litigation or otherwise,
including expenses of insurance, (y) judicial or regulatory proceedings and (z)
workout, restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated) and
(iii) the enforcement of this Section 5.04, and all such costs and expenses
shall be Secured Obligations entitled to the benefits of the collateral security
provided pursuant to Section 3 hereof.

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 16 -

          5.05 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of each Credit
Party, the Trustee and each Holder (provided that (i) no Credit Party shall
assign or transfer its rights or obligations hereunder without the prior written
consent of the Trustee, and (ii) any assignment by the Trustee shall be made in
accordance with the applicable provisions of the Indenture).

          5.06 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

          5.07 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

          5.08 Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

          5.09 Agents and Attorneys-in-Fact. The Trustee may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
gross negligence or willful misconduct of any such agents or attorneys-in-fact
selected by it in good faith. The reasonable fees and expenses of such agents
and attorneys shall be reimbursed pursuant to Section 5.04 hereof.

          5.10 Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other provisions hereof shall remain in full force and effect in such
jurisdiction and (b) the invalidity or unenforceability of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

          5.11 Additional Guarantors. As contemplated by Section 4.19 of the
Indenture, if at any time after the date of the Indenture the Company shall form
or acquire any new Subsidiary that shall constitute a Material Subsidiary, or if
after the date of the Indenture any existing Subsidiary not a Material
Subsidiary shall become a Material Subsidiary, the Company will within three
Business Days thereof cause such new or existing Subsidiary to execute and
deliver to the Trustee a Guarantee Supplement in substantially the form of
Exhibit B to the Indenture, and thereby to become a "Guarantor" under the
Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New
York and applicable foreign jurisdictions as to (x) the valid existence of such
Guarantor, (y) the due authorization, execution and enforceability of such
Guarantee Supplement and (z) such other matters as the Trustee may reasonably
request and (ii) take such action (including executing and delivering such
Security Documents, instruments of further assurance and amendments or
supplements thereto, and delivering such additional Opinions of Counsel and
other documents or instruments as required under Section 6.03(c) of the
Indenture), in order that such new or existing Subsidiary shall grant Liens on
all Property owned by it then existing or thereafter arising that are included
in the definition of "Collateral" in Section 3 hereof.

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 17 -

          Accordingly, upon the execution and delivery of any such Guarantee
Supplement by any such Subsidiary, such Subsidiary shall automatically and
immediately, and without any further action on the part of any Person, become a
"Guarantor" and a "Credit Party" for all purposes of this Agreement, and Annexes
1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner
specified in such Guarantee Supplement. In addition, upon execution and delivery
of any such Guarantee Supplement, the new Guarantor makes the representations
and warranties set forth in Section 2 hereof.

          5.12 Trustee Rights. The rights, privileges, immunities, indemnities
and standard of care provided to the Trustee under Article VIII of the Indenture
shall, to the extent applicable, apply in this Agreement and to the Trustee's
acts and omissions related to this Agreement, the Collateral and the Security
Documents as if fully set forth herein. In addition to the foregoing, the
parties hereto agree that:

          (a)  the permissive rights of the Trustee to do things enumerated in
     this Agreement shall not be construed as a duty and the Trustee shall not
     be answerable for other than its gross negligence or willful misconduct;

          (b)  except as expressly instructed by the Holders or the Issuer or
     any other Credit Party, the Trustee shall have no obligation to give,
     execute, deliver, file, record, authorize or obtain any financing
     statements, notices, instruments, documents, agreements, consents or other
     papers as shall be necessary to create, preserve, perfect or validate the
     security interest granted pursuant hereto or to enable the Trustee to
     exercise and enforce its rights hereunder with respect to such pledge and
     security interest, and the Trustee have no responsibility or liability (i)
     in connection with the acts or omissions of the Credit Parties in respect
     of the foregoing or (ii) for or with respect to the legality, validity and
     enforceability of any security interest created in the Collateral or the
     perfection and priority of such security interest; and

          (c)  the Trustee shall have no obligation to obtain title to any piece
     of real property by foreclosure, deed in lieu of foreclosure or otherwise,
     or take any other action with respect to any real property, if, in its
     reasonable, good faith judgment, it shall determine that, as a result of
     such action, the Trustee would be liable, in its individual capacity for
     any environmental liability in connection with, or responsibility for the
     clean-up or remediation of, such real property under any applicable
     environmental laws and regulations.

          5.13 Liens Junior to any Working Capital Facility. Notwithstanding
anything to the contrary contained herein or under applicable law as to the
priority of the Lien created by this Agreement, the Trustee acknowledges and
agrees, for and on behalf of the Holders of the Notes, that such Lien is subject
and subordinate to any Lien securing the obligations of the Credit Parties under
and in respect of the Working Capital Facility in the manner and to the extent
provided in the applicable Intercreditor Agreement.

          5.14 Enforcement. By its acceptance of the benefits of this Agreement,
except to the extent otherwise provided in Section 7.06 of the Indenture, each
Holder agrees that this

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 18 -

Agreement may only be enforced by the Trustee, and that no Holder shall have any
right individually to enforce or seek to enforce this Agreement or to realize
upon the Collateral or other security given to secure the payment and
performance of the Secured Obligations.

                            Global Security Agreement
                            -------------------------

<PAGE>

                                     - 19 -

          IN WITNESS WHEREOF, the parties hereto have caused this Global
Security Agreement to be duly executed as of the date first written above.


                                        ISSUER
                                        ------

                                        GLOBAL CROSSING NORTH AMERICAN
                                         HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GUARANTORS
                                        ----------

                                        GLOBAL CROSSING LIMITED


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        [Names of additional Guarantors to be
                                        inserted]


                                        TRUSTEE
                                        -------

                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                            Global Security Agreement
                            -------------------------

<PAGE>

                                                                         ANNEX 1

                                 ENTITY DETAILS

                       [See Sections 2(b), 2(c) and 4.07]

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------
                   Type of
                 Organization                 Organizational               Place of
                (corporation,                      ID                     Business or               Former
Current Legal      limited      Jurisdiction      Number       Current    Location of    Location   Legal
Name (no trade    liability          of            (if         Mailing  Chief Executive     of      Name(s)
    names)      company, etc.)  Organization    applicable)    Address      Officer       Goods    (if any)
-----------------------------------------------------------------------------------------------------------
<S>             <C>             <C>            <C>             <C>      <C>              <C>       <C>
-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
</TABLE>

                      Annex 1 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 2

                               "NEW DEBTOR" EVENTS

                               [See Section 2(c)]

                                [To be completed]


                      Annex 2 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 3

                                  PLEDGED STOCK

      [See definition of "Equity Issuers" and Sections 2(d), 2(e) and 3(c)]

--------------------------------------------------------------------------------

                                                              Number of Shares
Equity Issuer     Certificate No(s).     Registered Owner          Pledged
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                      Annex 3 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 4

                 LIST OF COPYRIGHTS AND COPYRIGHT REGISTRATIONS

           [See definition of "Copyright Collateral" and Section 2(f)]

                                [To be completed]


                      Annex 4 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 5

                                 LIST OF PATENTS

            [See definition of "Patent Collateral" and Section 2(f)]

                                [To be completed]


                      Annex 5 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 6

                LIST OF TRADE NAMES, TRADEMARKS, SERVICES MARKS,
                    TRADEMARK AND SERVICE MARK REGISTRATIONS

           [See definition of "Trademark Collateral" and Section 2(f)]

                                [To be completed]


                      Annex 6 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 7

                LIST OF CONTRACTS, LICENSES AND OTHER AGREEMENTS

          [See definition of "Intellectual Property" and Section 2(f)]

                                [To be completed]


                      Annex 7 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                         ANNEX 8

                              PLEDGED INDEBTEDNESS

                               [See Section 2(e)]

                                [To be completed]


                      Annex 8 to Global Security Agreement
                      ------------------------------------

<PAGE>

                                                                     EXHIBIT E-1

                   [Form of Affiliate Subordination Agreement]

                        AFFILIATE SUBORDINATION AGREEMENT

          AFFILIATE SUBORDINATION AGREEMENT dated as of ____________, 2003,
between GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC., a corporation duly
organized and validly existing under the laws of the State of Delaware (the
"Issuer"), GLOBAL CROSSING LIMITED (formerly GC Acquisition Limited), a company
duly organized and validly existing under the laws of Bermuda (the "Company"),
the other entities identified on the signature pages hereto under the caption
"GUARANTORS" (the Company together with such other entities being herein called
the "Guarantors" and, together with the Issuer, the "Credit Parties") and WELLS
FARGO BANK MINNESOTA, N.A., as trustee and agent under the below-referenced
Indenture (in such capacity, together with its successors in such capacity, the
"Trustee").

          Pursuant to an Indenture dated as of ______________, 2003 (as modified
and supplemented and in effect from time to time, the "Indenture") by and
between the Credit Parties and the Trustee for the benefit of the holders of the
Notes (as hereinafter defined), the Issuer has issued $200,000,000 of its 11%
Senior Secured Notes due 2006 (the "Notes") and the Guarantors have
unconditionally guaranteed all of the obligations of the Issuer under and in
respect of the Notes.

          To induce the holders of the Notes to accept the same on the terms and
conditions as provided in the Indenture, and in accordance with Section
4.09(e)(i) of the Indenture, each Credit Party has agreed to subordinate any
Subordinated Indebtedness (as hereinafter defined) held by it to all Senior
Indebtedness (as hereinafter defined), all in the manner and to the extent
hereinafter provided. Accordingly, the parties hereto agree as follows:

          Section 1. Definitions. Terms defined in the Indenture are used herein
as defined therein. In addition, as used herein:

          "Senior Indebtedness" shall mean the following indebtedness and
obligations:

          (a)  all indebtedness and other obligations of the Issuer under the
     Notes, of the Guarantors under the Note Guarantees and (without
     duplication) of the Credit Parties under the Indenture (as the same may be
     modified and supplemented from time to time, and including all agreements
     extending, renewing or refinancing the same); and

          (b)  all interest accruing after the commencement of any proceedings
     referred to in Section 2.01(ii) below, whether or not such interest is an
     allowed claim in such proceeding.

                       Affiliate Subordination Agreement
                       ---------------------------------

<PAGE>

                                      - 2 -

          "Subordinated Indebtedness" shall mean any intercompany indebtedness
or intercompany accounts payable or other intercompany obligations of a Credit
Party owing to any other Credit Party or (without duplication) to any Restricted
Subsidiary.

          "Subordinated Indebtedness Documents" shall mean any credit agreement,
promissory note, indenture or other agreement or instrument evidencing any
Subordinated Indebtedness.

          Section 2. Subordination.

          2.01 Subordination of Subordinated Indebtedness. Anything in any
Subordinated Indebtedness Document to the contrary notwithstanding, each Credit
Party, for itself and its successors and assigns, covenants and agrees that, to
the extent and in the manner hereinafter set forth, all Subordinated
Indebtedness held by such Credit Party and its successors and assigns (such
Credit Party and its successors and assigns, the "Affiliate Holder"), and the
payment from whatever source of the principal of, and interest and premium (if
any) on, such Subordinated Indebtedness, are hereby expressly made subordinate
and subject in right of payment to the prior payment in full in cash of all
Senior Indebtedness:

          (i)   The holders of Senior Indebtedness shall be entitled to receive
     payment in full in cash of all amounts constituting Senior Indebtedness
     before such Affiliate Holder is entitled to receive any payment on account
     of the Subordinated Indebtedness held by it (and unless and until all
     Senior Indebtedness has been so paid, such Affiliate Holder will not (x)
     ask, demand, sue for, take or receive from any Credit Party obligated in
     respect of such Subordinated Indebtedness (each, a "Credit Party Obligor"),
     by set-off or in any other manner, or (y) seek any other remedy allowed at
     law or in equity against any Credit Party Obligor for breach of such Credit
     Party Obligor's obligations under any Subordinated Indebtedness Document,
     provided that, so long as at the time thereof and after giving effect
     thereto no Event of Default shall have occurred and be continuing,
     unremedied and unwaived, under the Indenture, any Credit Party Obligor may
     make, and such Affiliate Holder shall be entitled to receive and retain,
     payments in respect of the principal of and interest of the Subordinated
     Indebtedness.

          (ii)  In the event of any insolvency or bankruptcy proceedings, and
     any receivership, liquidation, reorganization or other similar proceedings
     in connection therewith, relative to any Credit Party Obligor or to its
     creditors, as such, or to its property, and in the event of any proceedings
     for voluntary liquidation, dissolution or other winding up of any Credit
     Party Obligor, whether or not involving insolvency or bankruptcy, then the
     holders of Senior Indebtedness shall be entitled to receive payment in full
     of all amounts constituting Senior Indebtedness before such Affiliate
     Holder is entitled to receive, or make any demand for, any payment on
     account of the Subordinated Indebtedness, and to that end the holders of
     Senior Indebtedness shall be entitled to receive for application in payment
     thereof any payment or distribution of any kind or character, whether in
     cash or property or securities.

                        Affiliate Subordination Agreement
                        ---------------------------------

<PAGE>

                                      - 3 -

          (iii) If any payment or distribution of any character, whether in
     cash, securities or other property, in respect of any Subordinated
     Indebtedness shall (despite these subordination provisions) be received by
     such Affiliate Holder before all Senior Indebtedness shall have been paid
     in full in cash, such payment or distribution shall be held in trust for
     the benefit of, and shall be paid over or delivered to, the holders of
     Senior Indebtedness (or their representatives), and to holders of any other
     Indebtedness to which the Subordinated Indebtedness is similarly
     subordinated, ratably according to the respective aggregate amounts
     remaining unpaid thereon, to the extent necessary to pay all Senior
     Indebtedness, and all such other Indebtedness, in full.

          No present or future holder of Senior Indebtedness shall be prejudiced
in its right to enforce subordination of any Subordinated Indebtedness or any
Subordinated Indebtedness Document by any act or failure to act on the part of
any Credit Party Obligor or by any act or failure to act, in good faith on the
part of such holder or any trustee or agent for such holder. The foregoing
provisions are solely for the purpose of defining the relative rights of the
holders of Senior Indebtedness on the one hand, and each Affiliate Holder on the
other hand, and nothing herein shall impair, as between any Credit Party Obligor
and any Affiliate Holder, the obligation of such Credit Party Obligor, which is
unconditional and absolute, to pay to such Affiliate Holder any principal of
Subordinated Indebtedness and interest thereon in accordance with the terms of
any Subordinated Indebtedness Document.

          2.02 Subrogation. Subject to the payment in full in cash of all Senior
Indebtedness, each Affiliate Holder shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of, and interest on, the Subordinated Indebtedness held by such
Affiliate Holder shall be paid in full in cash. For purposes of such
subrogation, no payments or distributions to the holders of Senior Indebtedness
of any cash, property or securities to which any Affiliate Holder would be
entitled except for the provisions of Section 2.01, and no payments over
pursuant to the provisions of Section 2.01 to the holders of Senior Indebtedness
by any Affiliate Holder, shall, as between the applicable Credit Party Obligor,
its creditors other than holders of Senior Indebtedness, and such Affiliate
Holder, be deemed to be a payment or distribution by such Credit Party Obligor
to or on account of the Senior Indebtedness.

          2.03 Defaults. If after payment in full in cash of the Senior
Indebtedness, any payment of Subordinated Indebtedness is not made when due or
any other event of default shall occur in respect of such Subordinated
Indebtedness, the applicable Affiliate Holder may declare all amounts owing in
respect of such Subordinated Indebtedness due and payable, provided that if
after repayment in full of the Senior Indebtedness, any payments of Senior
Indebtedness shall at any time be rescinded or otherwise must be returned by the
holder of any Senior Indebtedness, such demand, if made, shall be automatically
rescinded.

          Section 3. Miscellaneous.

          3.01 Notices. All notices, waivers, requests, consents, demands,
directions and other instruments delivered pursuant to the terms of this
Agreement shall be in writing in the

                        Affiliate Subordination Agreement
                        ---------------------------------

<PAGE>

                                      - 4 -

English language or accompanied by a certified English translation (which
English translation shall be considered the original instrument and shall
control in case of any conflict between the English and foreign language
versions) and telecopied or delivered to the respective parties hereto as
provided in Section 12.02 of the Indenture. All such communications shall be
deemed to have been given at the times specified in said Section 12.02. The
Trustee shall receive a copy of any notice under this Agreement from any Credit
Party to any other Credit Party.

          3.02 No Waiver. No failure on the part of the Trustee or any Holder to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Trustee or any Holder of any right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies herein are cumulative
and are not exclusive of any remedies provided by law.

          3.03 Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by each Credit
Party and the Trustee. Any such amendment or waiver shall be binding upon the
Trustee, each Holder and each Credit Party. The Trustee shall not be obligated
to enter into any amendment, waiver or alteration that affects the Trustee's own
rights, duties, immunities or indemnities hereunder or under the Indenture, the
Global Security Agreement or otherwise except in accordance with the terms
hereof.

          3.04 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of each Credit
Party, the Trustee and each Holder.

          3.05 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

          3.06 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

          3.07 Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

          3.08 Agents and Attorneys-in-Fact. The Trustee may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
gross negligence or willful misconduct of any such agents or attorneys-in-fact
selected by it in good faith.

          3.09 Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other provisions hereof shall remain in full force and effect in such
jurisdiction and (b) the invalidity or unenforceability of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

                        Affiliate Subordination Agreement
                        ---------------------------------

<PAGE>

                                      - 5 -

          3.10 Rights, Privileges; Etc. The rights, privileges, immunities,
indemnities and standard of care provided to the Trustee under Article VIII of
the Indenture and the Global Security Agreement shall, to the extent applicable,
apply in this Agreement and to the Trustee's acts and omissions related to this
Agreement as if fully set forth herein.

          3.11 Enforcement. By the Trustee's signature below and its acceptance
of the benefits of this Agreement, except to the extent otherwise provided in
Section 7.06 of the Indenture, each Holder agrees that this Agreement may only
be enforced by the Trustee, and that no Holder shall have any right individually
to enforce or seek to enforce this Agreement or to realize upon the Collateral
or other security given to secure the payment and performance of the Secured
Obligations.

                        Affiliate Subordination Agreement
                        ---------------------------------

<PAGE>

                                      - 6 -

          IN WITNESS WHEREOF, the parties hereto have caused this Affiliate
Subordination Agreement to be duly executed and delivered as of the day and year
first above written.


                                        ISSUER
                                        ------

                                        GLOBAL CROSSING NORTH
                                         AMERICAN HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GUARANTORS
                                        ----------

                                        GLOBAL CROSSING LIMITED


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        [Additional Guarantors to be added]


                        Affiliate Subordination Agreement
                        ---------------------------------

<PAGE>

                                      - 7 -

                                        TRUSTEE
                                        -------

                                        Acknowledged:

                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                         not in its individual capacity, but
                                        solely as Trustee under the Indenture on
                                        behalf of the Holders


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                        Affiliate Subordination Agreement
                        ---------------------------------

<PAGE>

                                                                     EXHIBIT E-2

                [Form of Non-Affiliate Subordination Provisions]

          Set forth below are certain definitions and the terms of subordination
that, pursuant to the last paragraph of Section 4.09 of the Indenture, are to be
applicable to certain Indebtedness incurred by the Credit Parties in accordance
with said Section 4.09. In addition to the terms set forth below, such
Indebtedness must provide that, unless a bankruptcy or insolvency event has
occurred, or the principal of and interest on the Notes under the Indenture
shall have been declared (or shall have become) due and payable, no acceleration
of such Indebtedness may occur without at least 30 days notice being given to
the Trustee.

                                   ARTICLE ONE

                                   DEFINITIONS

          Section 1.01   Certain Definitions. For purposes of this Exhibit E-2,
terms used herein have the respective meanings assigned to them in the
Indenture.

          "Debtholder" means the registered holders from time to time of the
Subordinated Debt Instruments.

          "Designated Senior Indebtedness" means, collectively (i) the
obligations of the [Credit Parties] in respect of the Notes and the Note
Guarantees, (ii) the obligations of the [Credit Parties] in respect of the
Working Capital Facility and (iii) any other Senior Indebtedness in an aggregate
principal amount (or that may be issued pursuant to commitments in an aggregate
principal amount) of $50,000,000 or more.

          "Permitted Junior Securities" means any securities (i) of the Company
that are equity securities without special covenants or (ii) of any [Credit
Party] that are debt securities expressly subordinated in right of payment to
all Senior Indebtedness that may at the time be outstanding, to substantially
the same extent as, or to a greater extent than, the Subordinated Debt
Instruments are subordinated as provided in this [Subordinated Debt Agreement],
in any event pursuant to a court order so providing and as to which such
securities shall not provide for amortization (including sinking fund and
mandatory prepayment provisions, other than change of control and asset sale
provisions similar to those in this [Subordinated Debt Agreement]) commencing
prior to the date 91 days following the final scheduled maturity date of the
Senior Indebtedness (as modified by the plan of reorganization or readjustment
pursuant to which such securities are issued).

          "Senior Indebtedness" means (a) all indebtedness and other obligations
of the [Credit Party] under the [Notes] [Note Guarantee] and the Indenture (as
the same may be modified and supplemented from time to time, and including all
agreements extending, renewing or refinancing the same), (b) all indebtedness
and other obligations of the [Credit Party] under and in respect of the Working
Capital Facility (as the same may be modified and supplemented

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 2 -

from time to time, and including all agreements extending, renewing or
refinancing the same), (c) all other Indebtedness of the [Credit Party] for
borrowed money, including principal, premium, if any, and interest on such
Indebtedness, if the instrument under which such obligations or Indebtedness of
the [Credit Party] for money borrowed is incurred expressly provides that such
obligations or Indebtedness for money borrowed is senior or superior in right of
payment to the Subordinated Debt Instruments (in each case, as the same may be
modified and supplemented from time to time, and including all agreements
extending, renewing or refinancing the same) and (d) all interest accruing after
the commencement of any bankruptcy or insolvency proceedings, whether or not
such interest is an allowed claim in such proceeding.

          Notwithstanding the foregoing, Senior Indebtedness shall not include
(i) to the extent that it may constitute Indebtedness, any obligations for
Federal, state, local or other taxes; (ii) any Indebtedness among or between the
[Credit Party] and any Subsidiary of the Company; (iii) to the extent that it
may constitute Indebtedness, any obligation in respect of any trade payable
incurred for the purchase of goods or materials, or for services obtained, in
the ordinary course of business; (iv) that portion of any Indebtedness that is
incurred in violation of this [Subordinated Debt Agreement]; (v) Indebtedness
evidenced by the Subordinated Debt Instruments; (vi) Indebtedness of the [Credit
Party] that is expressly subordinate or junior in right of payment to any other
Indebtedness of the [Credit Party]; (vii) to the extent that it may constitute
Indebtedness, any obligation owing under leases (other than Capital Lease
Obligations and obligations under Attributable Debt) or management agreements;
and (viii) any obligation that by operation of law is subordinate to any general
unsecured obligations of the [Credit Party].

          "Subordinated Debt Instrument" means the securities or other
agreements or instruments from time to time evidencing the [Indebtedness to be
subject to these Non-Affiliate Subordination Provisions].

          ["Subordinated Debt Trustee" means the trustee or agent, as the case
may be, under the [Subordinated Debt Agreement] and, where relevant, includes
any paying agent.]

                                   ARTICLE TWO

                           SUBORDINATION OF SECURITIES

          Section 2.01.  Subordinated Debt Instruments Subordinated to Senior
                         Indebtedness.

          The [Credit Party] covenants and agrees, and [the Subordinated Debt
Trustee and] each Debtholder of the Subordinated Debt Instruments by its
acceptance thereof likewise covenants and agrees, that all Subordinated Debt
Instruments shall be issued subject to the provisions of this Article Two; and
each person holding any Subordinated Debt Instruments, whether upon original
issue or upon transfer, assignment or exchange thereof, accepts and agrees that
all payments of the principal of and interest on the Subordinated Debt
Instruments by the [Credit Party] shall, to the extent and in the manner set
forth in this Article Two, be subordinated and junior in right of payment to the
prior payment in full in cash of all amounts payable under Senior Indebtedness.

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 3 -

          Section 2.02.  No Payment on Subordinated Debt Instruments in Certain
                         Circumstances.

          (a)  Payment Blockage. No direct or indirect payment (excluding any
payment or distribution of Permitted Junior Securities) by or on behalf of the
[Credit Party] of principal of or interest on the Subordinated Debt Instruments,
whether pursuant to the terms of the Subordinated Debt Instruments, upon
acceleration, pursuant to an offer to purchase or otherwise, shall be made if,
at the time of such payment, there exists a default in the payment of all or any
portion of the obligations on any Designated Senior Indebtedness, whether at
maturity, on account of mandatory redemption or prepayment, acceleration or
otherwise, and such default shall not have been cured or waived or the benefits
of this sentence waived by or on behalf of the holders of such Designated Senior
Indebtedness. In addition, during the continuance of any non-payment event of
default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be immediately accelerated, and upon receipt by the
[Debtholders] [Subordinated Debt Trustee] of written notice (a "Payment Blockage
Notice") from the holder or holders of such Designated Senior Indebtedness or a
trustee or agent acting on behalf of such Designated Senior Indebtedness, then,
unless and until such non-payment event of default has been cured or waived or
has ceased to exist or such Designated Senior Indebtedness has been discharged
or repaid in full in cash or the benefits of these provisions have been waived
by the holders of such Designated Senior Indebtedness, no direct or indirect
payment (excluding any payment or distribution of Permitted Junior Securities)
shall be made by or on behalf of the [Credit Party] of principal of or interest
on the Subordinated Debt Instruments, to such holders, during a period (a
"Payment Blockage Period") commencing on the date of receipt of such notice by
[the Debtholders] [the Subordinated Debt Trustee] and ending 179 days
thereafter.

          Notwithstanding anything herein or in the Subordinated Debt
Instruments to the contrary, (x) in no event shall a Payment Blockage Period
extend beyond 179 days from the date the Payment Blockage Notice in respect
thereof was given, (y) there shall be a period of at least 181 consecutive days
in each 360-day period when no Payment Blockage Period is in effect and (z) not
more than one Payment Blockage Period may be commenced with respect to the
Subordinated Debt Instruments during any period of 360 consecutive days. No
non-payment event of default that existed or was continuing on the date of
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period (to the extent the
holder of Designated Senior Indebtedness, or trustee or agent, giving notice
commencing such Payment Blockage Period had knowledge of such existing or
continuing event of default) may be, or be made, the basis for the commencement
of any other Payment Blockage Period by the holder or holders of such Designated
Senior Indebtedness or a trustee or agent acting on behalf of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such non-payment event of default has been cured or waived for a period
of not less than 90 consecutive days.

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 4 -

          (b)  Payments Held in Trust. In the event that, notwithstanding the
foregoing, either

          (i)  the [Credit Party] shall have made payment to [the Subordinated
     Debt Trustee or] any Debtholder when such payment is prohibited by Section
     2.02(a), or

          (ii) if during any Payment Blockage Period [the Subordinated Debt
     Trustee or] any Debtholder shall receive any payment representing the
     proceeds of a turnover to [the Subordinated Debt Trustee or] any Debtholder
     of a payment made in respect of an obligation that is subordinated to the
     Subordinated Debt Instruments,

then in each such case such payment shall be held in trust for the benefit of,
and shall be paid over or delivered by [the Subordinated Debt Trustee (if the
notice required by Section 2.06 has been received by the Subordinated Debt
Trustee) or] such Debtholder to, holders of Designated Senior Indebtedness or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Designated Senior Indebtedness may have
been issued, as their respective interests may appear[, but only to the extent
that, upon notice from the Subordinated Debt Trustee to the holders of
Designated Senior Indebtedness that such prohibited payment has been made, the
holders of the Designated Senior Indebtedness (or their representative or
representatives or a trustee or trustees) notify the Subordinated Debt Trustee
in writing of the amounts then due and owing on the Designated Senior
Indebtedness, if any, and only the amounts specified in such notice to the
Subordinated Debt Trustee shall be paid to the holders of Designated Senior
Indebtedness]/1/.

          Section 2.03.  Payment Over of Proceeds upon Dissolution, etc.

          (a)  Payment Over upon Dissolution. Upon any payment or distribution
of assets or securities of the [Credit Party] of any kind or character, whether
in cash, property or securities (excluding any payment or distribution of
Permitted Junior Securities), upon any dissolution or winding-up or total
liquidation or reorganization of the [Credit Party], whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
Senior Indebtedness shall first be paid in full in cash before the holders of
the Subordinated Debt Instruments [or the Subordinated Debt Trustee on behalf of
such holders] shall be entitled to receive any payment by the [Credit Party] of
the principal of or interest on the Subordinated Debt Instruments, or any
payment by the [Credit Party] to acquire any of the Subordinated Debt
Instruments for cash, property or securities, or any distribution with respect
to the Subordinated Debt Instruments of any cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities). Before
any payment may be made by, or on behalf of, the [Credit Party] of the principal
of or interest on the Subordinated Debt Instruments upon any such dissolution or
winding-up or total liquidation or reorganization, any payment or distribution
of assets or securities of the [Credit Party] of any kind or character, whether
in cash, property or securities (excluding any payment or distribution of
Permitted Junior Securities), to which the holders of the Subordinated Debt
Instruments [or the Subordinated Debt Trustee on their behalf] would be
entitled, but for the subordination provisions of this [Subordinated Debt
Agreement],

----------
/1/  Bracketed clause for insertion in deals with a Subordinated Debt Trustee.

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 5 -

shall be made by the [Credit Party] or by any receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such payment or distribution,
directly to the holders of the Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or their representatives or to the trustee or trustees or agent or agents under
any agreement or [Subordinated Debt Agreement] pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all such Senior Indebtedness in full in
cash after giving effect to any prior or concurrent payment, distribution or
provision therefor to or for the holders of such Senior Indebtedness.

          (b)  Payments Held in Trust. In the event that, notwithstanding the
foregoing provision prohibiting such payment or distribution, if before all
obligations in respect of Senior Indebtedness are paid in full in cash either

          (i)  any payment or distribution of assets or securities of the
     [Credit Party] of any kind or character, whether in cash, property or
     securities (excluding any payment or distribution of Permitted Junior
     Securities), shall be paid by the [Credit Party] to [the Subordinated Debt
     Trustee or] any holder of the Subordinated Debt Instruments or

          (ii) [the Subordinated Debt Trustee or] any Debtholder shall receive
     any payment representing the proceeds of a turnover to [the Subordinated
     Debt Trustee or] any Debtholder of a payment made in respect of an
     obligation that is subordinated to the Subordinated Debt Instruments,

in either case at a time when such payment or distribution is prohibited by
Section 2.03(a), such payment or distribution shall be received and held in
trust for the benefit of, and shall be paid over or delivered by [the
Subordinated Debt Trustee (if the notice required by Section 2.06 has been
received by the Subordinated Debt Trustee at least two Business Days prior to
receipt of such payment or distribution) or] such Debtholder to, the holders of
Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders) or their respective
representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, for application to the payment
of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has
been paid in full in cash after giving effect to any prior or concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Indebtedness.

          The consolidation of the [Credit Party] with, or the merger of the
[Credit Party] with or into, another corporation or the liquidation of the
[Credit Party] following the conveyance or transfer of its property as an
entirety, or substantially as an entity, to another corporation upon the terms
and conditions provided in Article V of the Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 2.03 if such other corporation shall, as a party of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article V
of the Indenture.

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 6 -

          Section 2.04.  Subrogation.

          Upon the payment in full in cash of all Senior Indebtedness, or
provision for payment, the holders of the Subordinated Debt Instruments shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the [Credit Party]
made on such Senior Indebtedness until the principal of and interest on the
Subordinated Debt Instruments shall be paid in full in cash; and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the holders of
the Subordinated Debt Instruments [or the Subordinated Debt Trustee on their
behalf] would be entitled except for the provisions of this Article Two, and no
payment over pursuant to the provisions of this Article Two to the holders of
Senior Indebtedness by holders of the Subordinated Debt Instruments [or the
Subordinated Debt Trustee on their behalf] shall, as between the [Credit Party],
its creditors other than holders of Senior Indebtedness, and the holders of the
Subordinated Debt Instruments, be deemed to be a payment by the [Credit Party]
to or on account of the Senior Indebtedness. It is understood that the
provisions of this Article Two are and are intended solely for the purpose of
defining the relative rights of the holders of the Subordinated Debt
Instruments, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

          If any payment or distribution to which the holders of the
Subordinated Debt Instruments would otherwise have been entitled but for the
provisions of this Article Two shall have been applied, pursuant to the
provisions of this Article Two, to the payment of all amounts payable under
Senior Indebtedness, then and in such case, the holders of the Subordinated Debt
Instruments shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount required to make payment in full in cash of
such Senior Indebtedness.

          Section 2.05.  Obligations of [Credit Party] Unconditional.

          Nothing contained in this Article Two or elsewhere in this
[Subordinated Debt Agreement] or in the Subordinated Debt Instruments is
intended to or shall impair, as among the [Credit Party] and the holders of the
Subordinated Debt Instruments, the obligation of the [Credit Party], which is
absolute and unconditional, to pay the holders of the Subordinated Debt
Instruments the principal of and interest on the Subordinated Debt Instruments
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Subordinated Debt Instruments and creditors of the [Credit Party] other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the holders of any Subordinated Debt Instrument [or the Subordinated
Debt Trustee on their behalf] from exercising all remedies otherwise permitted
by applicable law upon default under this [Subordinated Debt Agreement], subject
to the rights, if any, under this Article Two of the holders of the Senior
Indebtedness in respect of cash, property or securities of the [Credit Party]
received upon the exercise of any such remedy.

          Without limiting the generality of the foregoing, nothing contained in
this Article Two shall restrict the right of [the Subordinated Debt Trustee or]
the holders of Subordinated Debt Instruments to take any action to declare the
Subordinated Debt Instruments to be due and

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 7 -

payable prior to their stated maturity or to pursue any rights or remedies
hereunder; provided, however, that all Senior Indebtedness then due and payable
shall first be paid in full in cash before the holders of the Subordinated Debt
Instruments [or the Subordinated Debt Trustee on their behalf] are entitled to
receive any direct or indirect payment from the [Credit Party] of principal of
or interest on the Subordinated Debt Instruments.

          Section 2.06.  Notice to [Debtholders] [Subordinated Debt Trustee].

          The [Credit Party] shall give prompt written notice to the
[Debtholders] [Subordinated Debt Trustee] of any fact known to the [Credit
Party] which would prohibit the making of any payment to [the Debtholders] [or
by the Subordinated Debt Trustee] in respect of the Subordinated Debt
Instruments pursuant to the provisions of this Article Two. The [Debtholders]
[Subordinated Debt Trustee] shall not be charged with knowledge of the existence
of any event of default with respect to any Senior Indebtedness or of any other
facts which would prohibit the making of any payment to [the Debtholders] [or by
the Subordinated Debt Trustee] unless and until the [Debtholders] [Subordinated
Debt Trustee] shall have received notice in writing at ___________ to that
effect signed by a [designated officer] of the [Credit Party], or by a holder of
Senior Indebtedness or trustee or agent therefor; and prior to the receipt of
any such written notice, the [Debtholders] [Subordinated Debt Trustee] shall be
entitled to assume that no such facts exist[; provided, however, that if the
Subordinated Debt Trustee shall not have received the notice provided for in
this Section 2.06 at least two Business Days prior to the date upon which by the
terms of this [Subordinated Debt Agreement] any moneys shall become payable for
any purpose (including, without limitation, the payment of the principal of or
interest on any Subordinated Debt Instrument), then, regardless of anything
herein to the contrary, the Subordinated Debt Trustee shall have full power and
authority to receive any moneys from the [Credit Party] and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior
date]./2/ Nothing contained in this Section 2.06 shall limit the right of the
holders of Senior Indebtedness to recover payments as contemplated by Section
2.03. The Subordinated Debt Trustee shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself or itself to be a holder
of any Senior Indebtedness (or a trustee on behalf of, or other representative
of, such holder) to establish that such notice shall been given by a holder of
such Senior Indebtedness or a trustee or representative on behalf of any such
holder.

          In the event that [any Debtholder] [the Subordinated Debt Trustee]
determines in good faith that any evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article Two, [such Debtholder] [the
Subordinated Debt Trustee] may request such Person to furnish evidence to the
reasonable satisfaction of [such Debtholder] [the Subordinated Debt Trustee] as
to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article Two, and
if such evidence is not furnished, [such Debtholder] [the Subordinated Debt
Trustee] may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

----------
/2/  Bracketed clause for insertion in deals with a Subordinated Debt Trustee.

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 8 -

          Section 2.07.  Reliance on Judicial Order or Certificate of
                         Liquidating Agent.

          Upon any payment or distribution of assets or securities referred to
in this Article Two, the [Subordinated Debt Trustee and the] holders of the
Subordinated Debt Instruments shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to [the
Subordinated Debt Trustee or] the holder of the Subordinated Debt Instruments
for the purpose of ascertaining the person entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of
the [Credit Party], the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Two.

          Section 2.08.  Subordination Rights Not Impaired by Acts or Omissions
                         of the [Credit Party] or holders of Senior
                         Indebtedness.

          No right of any present or future holders of any Senior Indebtedness
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the [Credit
Party] or by any act or failure to act, in good faith, by any such holder, or by
any noncompliance by the [Credit Party] with the terms of this [Subordinated
Debt Agreement], regardless of any knowledge thereof which any such holder may
have or otherwise be charged with. The provisions of this Article Two are
intended to be for the benefit of, and shall be enforceable directly by, the
holders of Senior Indebtedness.

          Section 2.09.  This Article Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Subordinated Debt Instruments by reason of any provision of this Article
Two shall not be construed as preventing the occurrence of an Event of Default
specified in [payment default Sections].

          Section 2.10.  No Waiver of Subordination Provisions.

          Without in any limiting the generality of Section 2.08, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to [the Subordinated Debt Trustee or] the holders of the
Subordinated Debt Instruments, without incurring responsibility to the holders
of the Subordinated Debt Instruments and without impairing or releasing the
subordination provided in this Article Two or the obligations hereunder of the
holders of the Subordinated Debt Instruments to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise secured Senior
Indebtedness; (c) release any Person liable in any manner

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                      - 9 -

for the collection of Senior Indebtedness; and (d) exercise or refrain from
exercising any rights against the [Credit Party] and any other Person.

          Section 2.11.  Acceleration of Subordinated Debt Instruments.

          If payment of the Subordinated Debt Instruments is accelerated because
of an Event of Default, the [Credit Party] shall promptly notify holders of the
Senior Indebtedness of the acceleration.

          [Section 2.12. Subordinated Debt Trustee's Relation to Senior
                         Indebtedness.

          The Subordinated Debt Trustee shall be entitled to all the rights set
forth in this Article Two with respect to any Senior Indebtedness which may at
any time be held by it in its individual or any other capacity to the same
extent as any other holder of Senior Indebtedness, and nothing in this
[Subordinated Debt Agreement] shall deprive the Subordinated Debt Trustee of any
of its rights as such holder.

          With respect to the holders of Senior Indebtedness, the Subordinated
Debt Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in Article Two, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this [Subordinated Debt Agreement] against the Subordinated
Debt Trustee. The Subordinated Debt Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness (except as provided in
Section 2.03(b)). The Subordinated Debt Trustee shall not be liable to any such
holders if the Subordinated Debt Trustee shall in good faith mistakenly pay over
or distribute to holders of Subordinated Debt Instruments or to the [Credit
Party] or to any other person cash, property or securities to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article Two or
otherwise.

          Section 2.13.  Debtholders Authorize Subordinated Debt Trustee To
                         Effectuate Subordination of Subordinated Debt
                         Instruments.

          Each holder of Subordinated Debt Instruments by its acceptance of such
Subordinated Debt Instruments authorizes and expressly directs the Subordinated
Debt Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article Two, and
appoints the Subordinated Debt Trustee its attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, total liquidation or
reorganization of the [Credit Party] (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of the [Credit Party], the filing of a claim for the unpaid
balance of its Subordinated Debt Instruments in the form required in those
proceedings.

          Section 2.14.  Subordinated Debt Trustee's Compensation Not
                         Prejudiced.

          Nothing in this Article Two shall apply to amounts due to the
Subordinated Debt Trustee pursuant to other sections in this [Subordinated Debt
Agreement].

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                     - 10 -

          Section 2.15.  Subordination Provisions Not Applicable to Money Held
                         in Trust for Debtholders; Payments May be Paid Prior to
                         Dissolution.

Nothing contained in this Article Two or elsewhere in this [Subordinated Debt
Agreement] shall prevent (i) the [Credit Party], except under the conditions
described in Section 2.02, from making payments of principal of and interest on
the Subordinated Debt Instruments or from depositing with the Subordinated Debt
Trustee any moneys for such payments or from effecting a termination of the
[Credit Party]'s obligations under the Subordinated Debt Instruments and this
[Subordinated Debt Agreement] as provided in Article [___]
[Discharge/Defeasance], or (ii) the application by the Subordinated Debt Trustee
of any moneys deposited with it for the purpose of making such payments of
principal of and interest on the Subordinated Debt Instruments, to the
Debtholders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Subordinated Debt Trustee
shall have received the written notice provided for in Section 2.02(b) or in
Section 2.06. The [Credit Party] shall give prompt written notice to the
Subordinated Debt Trustee of any dissolution, winding-up, liquidation or
reorganization of the [Credit Party].]/3/

----------
/3/  Sections 2.12 through 2.15 for insertion in deals with a Subordinated Debt
     Trustee.

                     Non-Affiliate Subordination Provisions
                     --------------------------------------

<PAGE>

                                                                       EXHIBIT F

                            [Issue Date Deliverables]

          As a condition precedent to the execution and delivery by the Trustee
on the Issue Date of the Indenture and the Security Documents referred to below,
the Trustee shall have received the following:

          (a)  Execution of Indenture. A copy of the Indenture executed by each
     of the Credit Parties.

          (b)  Execution of Security Documents. From each Credit Party, a duly
     executed copy of the Global Security Agreement and, with respect to each
     Credit Party, such additional Security Documents as are contemplated by the
     last paragraph of Section 3 of the Global Security Agreement with respect
     to Collateral of such Credit Party.

          (c)  Corporate Documents. For each Credit Party, a copy of its
     charter, bylaws or other organizational documents, as in effect on the
     Issue Date, duly certified by the Secretary, an Assistant Secretary or a
     Director thereof, together with in each case a copy of the resolutions or
     other director, shareholder or corporate action taken by such Credit Party
     to authorize the execution, delivery and performance by such Credit Party
     of this Indenture and the Security Documents to which such Credit Party is
     to be a party.

          (d)  Opinions of Counsel.

          (i)  United States Jurisdictions.

               (1) U.S. Credit Parties. In the case of each Credit Party
          organized under the law of a State of the United States (herein, a
          "U.S. Credit Party"), one or more opinions of counsel to each such
          Credit Party in New York, and each other applicable jurisdiction in
          the United States, as to (x) the valid existence of such Credit Party,
          and power to execute, deliver and perform this Indenture and the
          Security Documents to be executed and delivered by such Credit Party,
          (y) the due authorization, execution and delivery of this Indenture
          and the Security Documents by such Credit Party and (z) the absence of
          any required approval of, filing with or any other action by any
          Federal or State governmental authority with respect to the execution,
          delivery and performance by such Credit Party of this Indenture and
          the Security Documents.

               (2) All Credit Parties. In the case of each Credit Party
          (assuming due authorization, execution and delivery thereof in the
          case of any non-U.S. Credit Party), one or more opinions of counsel to
          each such Credit Party as to (x) the validity and enforceability of
          this Indenture and the Global Security Agreement under New York law
          and (y) the validity, enforceability, priority (with respect to
          priority, unless determined to be non-customary) and perfection of the
          Liens

                             Issue Date Deliverables
                             -----------------------

<PAGE>

                                      - 2 -

          granted to the Trustee under the Global Security Agreement, in the
          case of each of the foregoing clauses (1) and (2), with such
          exceptions, exclusions and qualifications as shall be customary.

          (ii) Foreign Jurisdictions. An opinion of counsel with respect to each
     non-U.S. Credit Party as to (1) the valid existence of such Credit Party,
     and power to execute, deliver and perform this Indenture and the Security
     Documents to be executed and delivered by such Credit Party, (2) the due
     authorization, execution and delivery of this Indenture and the Security
     Documents to be executed and delivered by such Credit Party, (3) the
     absence of any required approval of, filing with or any other action by any
     governmental authority in any jurisdiction of or applicable to such Credit
     Party with respect to the execution, delivery and performance by such
     Credit Party of this Indenture and the Security Documents to be executed
     and delivered by such Credit Party, (4) the validity and enforceability of
     the Security Documents executed and delivered by such Credit Party and (5)
     the validity, enforceability, priority and perfection of the Liens granted
     to the Trustee under the Security Documents executed and delivered by such
     Credit Party, in the case of each of the foregoing clauses (1) through (5),
     with such exceptions, exclusions and qualifications as shall be customary.

          (e)  Perfection Actions. Evidence that each Credit Party shall have
     delivered to the Trustee, its agent or its counsel, or filed on the
     Trustee's behalf, such financing statements and other documents in such
     offices in the United States and in such foreign jurisdictions as shall be
     applicable to such Credit Party, and taken such other actions, as shall be
     necessary to enable the perfection of the Liens created pursuant to the
     Global Security Agreement and each of the other Security Documents to which
     such Credit Party is a party, including (i) delivered to the Trustee
     originals of the certificates, if any, evidencing any Equity Interests
     owned by any Credit Party, accompanied by undated stock powers duly
     executed in blank (including those Equity Interests identified in Annex 1
     to this Exhibit F), (ii) recorded such Liens in the appropriate stock or
     other equity registers of such Credit Party to the extent necessary under
     any foreign law applicable to such Credit Party in order to perfect such
     Liens and (iii) delivered to the Trustee originals of any promissory notes
     or other Instruments held by any of the Credit Parties to the extent
     required by the Global Security Agreement, together with any related
     guarantees or security instruments (including those Instruments and related
     guarantees and security instruments identified on Annex 1 to this Exhibit
     F), provided that the actions required under this clause (e) shall be
     subject to the same qualifications referred to in the proviso to clause (b)
     above.

          (f)  Insurance. Certificates of insurance evidencing the existence of
     all casualty and business interruption insurance maintained by the Credit
     Parties, and evidence of the designation of the Trustee as the loss payee
     or additional named insured, as the case may be, thereunder.

          (g)  Bankruptcy Orders; Consummation of Reorganization Plan. Evidence
     that the United States Bankruptcy Court for the District of Delaware shall
     have entered orders confirming the Plan and Schemes of Arrangement without
     amendment from the form of

                             Issue Date Deliverables
                             -----------------------

<PAGE>

                                      - 3 -

     the Plan and Schemes of Arrangement approved by the Bankruptcy Court and
     Bermuda Court on December 4, 2002, other than such amendments thereto as
     shall be satisfactory to the Administrative Agent under the Credit
     Agreement and to the Official Creditors' Committee. Each of such orders
     shall be in full force and effect and none of such orders shall be subject
     to any appeal or stay, and the Debtors shall have emerged (or be
     simultaneously emerging) from the cases initiated under the Bankruptcy Code
     and under the law of Bermuda and shall have consummated (or shall be
     simultaneously consummating) the Plan in accordance with the terms thereof
     with such amendments thereto as shall be satisfactory to the Administrative
     Agent under the Credit Agreement and to the Official Creditors' Committee.

          (h)  Perfection Certificate. A Perfection Certificate in the form of
     Annex 1 to this Exhibit F, duly completed, signed by two Officers of the
     Company, complying with the requirements of the Indenture and including the
     statements provided for in Section 12.04 of the Indenture.

          (i)  Officers' Certificate. An Officers' Certificate (i) to the effect
     that (A) no Default or Event of Default has occurred and is continuing on
     the Issue Date and (B) each of the conditions set forth in this Exhibit F
     have been satisfied on the Issue Date (to the extent required to be
     satisfied on the Issue Date) and (ii) setting forth schedules identifying
     all Indebtedness, Liens and Investments outstanding on September 30, 2002,
     and all Indebtedness, Liens and Investments Incurred or made during the
     period between September 30, 2002 and the Issue Date.

                             Issue Date Deliverables
                             -----------------------

<PAGE>

                                                            ANNEX 1 TO Exhibit F

                            [Perfection Certificate]

                             Global Crossing Limited

                             PERFECTION CERTIFICATE
                             ----------------------

          This certificate is delivered pursuant to clause (h) of Exhibit F
(Issue Date Deliverables) of the Indenture dated as of the date hereof by and
between Global Crossing North American Holdings, Inc., a Delaware corporation
(the "Issuer"), Global Crossing Limited (formerly GC Acquisition Limited), a new
company duly organized and validly existing under the laws of Bermuda (the
"Company") and the other entities identified on the signature pages thereto as
guarantors (the "Guarantors"; the Company together with such other entities,
together with the Issuer, the "Credit Parties") and Wells Fargo Bank Minnesota,
N.A., as trustee and agent (the "Trustee"), as amended, supplemented or restated
from time to time in accordance with the provisions thereof (the "Indenture") on
behalf of the Credit Parties. Reference is made to the Global Security Agreement
dated as of the date hereof (the "Global Security Agreement") between the Credit
Parties and the Trustee. Capitalized terms used herein that are not otherwise
defined shall have the meaning ascribed thereto in the Indenture and the Global
Security Agreement, as applicable.

          I, [NAME], hereby certify that I am the [POSITION] of the Company, and

          I, [NAME], hereby certify that I am the [POSITION] of the Company, and

          we each certify, in our capacities as Officers of the Company and not
in any individual capacity, on behalf of the Credit Parties, that:

          We have read the applicable provisions of the Indenture, including
Section 12.04 thereof and clause (h) of Exhibit F thereto. We have also examined
such corporate records and other documents and satisfied ourselves as to such
other matters as we have deemed necessary to enable us to express the opinions
as to the matters covered by this certificate, including as to whether the
provisions in Section 12.04 thereof and clause (h) of Exhibit F thereto to which
this certificate relates have been complied with; and

                             Perfection Certificate
                             ----------------------

<PAGE>

                                      - 2 -

          1.   NAMES AND IDENTIFYING INFORMATION.

          (a)  The exact legal name of each Credit Party as it appears in its
certificate of incorporation or other equivalent organizational document, as
amended to date, is as set forth on Annex 1 to the Global Security Agreement.

          (b)  All other names (including prior legal names) used by each Credit
Party, now or at any time during the past five years, are as listed on Annex 1
to the Global Security Agreement.

          (c)  A corporate organization table showing the ownership structure of
each subsidiary of each Credit Party is shown on Schedule A hereto.

          (d)  The type of organization of each Credit Party is as listed on
Annex 1 to the Global Security Agreement.

          (e)  The jurisdiction of organization of each Credit Party is as
listed on Annex 1 to the Global Security Agreement.

          (f)  The organizational ID number of each Credit Party (if applicable)
is as listed on Annex 1 to the Global Security Agreement.

          2.   LOCATIONS

          Annex 1 to the Global Security Agreement correctly specifies (x) the
place of business of each Credit Party or, if such Credit Party has more than
one place of business, the location of the chief executive office of such Credit
Party, and (y) each country where Equipment, Fixtures, network assets (including
ducts or cable under IRU's), network equipment, office equipment, Inventory,
Deposit Accounts, spares and other Goods in excess of $30,000 of such Credit
Party is located (other than Motor Vehicles constituting Equipment, ships,
Inventory in transit, Goods in transit and Equipment being repaired).

          3.   INTELLECTUAL PROPERTY

          (a)  Set forth on Annex 4 to the Global Security Agreement is a
description of all Copyrights (whether or not registered) owned by such Credit
Party or that, following the consummation of the transactions contemplated to
occur on the Issue Date, will be owned.

          (b)  Set forth on Annex 5 to the Global Security Agreement is a
description of all Patents owned by such Credit Party or that, following the
consummation of the transactions contemplated to occur on the Issue Date, will
be owned.

          (c)  Set forth on Annex 6 to the Global Security Agreement is a
description of all Trademarks (whether or not registered) owned by such Credit
Party or that, following the consummation of the transactions contemplated to
occur on the Issue Date, will be owned.

          4.   EQUITY CAPITAL AND PROMISSORY NOTES, ETC.

          (a)  A true and correct list of all of the duly authorized, issued and
outstanding stock or other ownership interests of each Equity Issuer (where
applicable) and the record and

                             Perfection Certificate
                             ----------------------

<PAGE>

                                      - 3 -

beneficial owners of such stock or such other ownership interests is as listed
on Annex 3 to the Global Security Agreement.

          (b)  Set forth on Annex 8 to the Global Security Agreement is a list
of all Instruments and related guarantees and security interests held by a
Credit Party (including any intercompany Indebtedness), and such list correctly
identifies (i) the payee, (ii) the principal amount, (iii) the payor, (iv) date
and (v) collateral security, if any, for such promissory note, document or
instrument.

          5.   SECURITIES ACCOUNTS AND DEPOSIT ACCOUNTS

          Set forth on Schedule B hereto is a description of each Securities
Account, Commodities Account and Deposit Account of each of (a) Global Marine
Systems Limited and its Subsidiaries and (b) Global Crossing Intermediate UK
Holdings Ltd. and its subsidiaries including, in each case, (i) the name of the
financial institution, (ii) the type of account, and (iii) the account number.

          Each of the undersigned is of the opinion that the condition set forth
in clause (h) of Exhibit F has been complied with in the delivery of this
Certificate and each hereby acknowledges and agrees that the Trustee is relying
on the representations and warranties made herein in connection with its
execution of the Indenture.

          IN WITNESS WHEREOF, each of the undersigned has duly executed this
Certificate.

                                        GLOBAL CROSSING LIMITED


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                             Perfection Certificate
                             ----------------------

<PAGE>

                                                                      Schedule A

                          Corporate Organization Table
                          ----------------------------

--------------------------------------------------------------------------------
  Exact
corporate
 name of                 Jurisdiction                       Check if   Check if
  each        Type of         of        Record  Ownership   Material   Relevant
 entity    Organization  Incorporation  Owners  Interest   Subsidiary   Entity
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                             Perfection Certificate
                             ----------------------

<PAGE>

                                                                      Schedule B

                  Securities, Commodities and Deposit Accounts
                  --------------------------------------------

     Entity              Bank          Type of Account        Account Number



                             Perfection Certificate
                             ----------------------

<PAGE>

                                                                       EXHIBIT G

           [Form of Officers' Certificate pursuant to Section 6.05(c)]

                  GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC.

                              Officers' Certificate

          Pursuant to Section 6.05(c) and Section 12.04 of the Indenture dated
as of _________, 2003, between GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC., a
Delaware corporation (the "Issuer"), GLOBAL CROSSING LIMITED, a Bermuda company
(the "Company") and WELLS FARGO BANK MINNESOTA, N.A. (the "Trustee"), as
amended, supplemented or restated from time to time in accordance with the
provisions thereof (the "Indenture"), the undersigned, [Officer] and [Officer],
[Chairman of the Board/President/Chief Financial Officer/Senior Vice
President/Vice President/Treasurer/Secretary] and [Chairman of the
Board/President/Chief Financial Officer/Senior Vice President/Vice
President/Treasurer/Secretary] of the Company, respectively, DO HEREBY CERTIFY
that:

     (a)  I have read the applicable provisions of the Indenture, including
          Section 6.05 thereof. I have also examined such corporate records and
          other documents and satisfied myself as to such other matters as I
          have deemed necessary to enable me to express informed opinions as to
          the matters covered by this certificate, including as to whether the
          provisions in Section 6.05(c) to which this certificate relates have
          been complied with; and

     (b)  In my opinion, the particular Collateral that is the subject of the
          Issuer Order accompanying this Officers' Certificate and requesting
          confirmation by the Trustee in writing of the release of the Lien of
          the Indenture and the Security Documents, as more fully set out in
          Section 6.05(c) of the Indenture, were sold in the ordinary course of
          business and Section 6.05(c) of the Indenture has been complied with
          in this regard.

          Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Indenture.

                              Officers' Certificate
                              ---------------------

<PAGE>

                                      - 2 -

          IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
__ day of ______, _____.


                                        ----------------------------------------
                                        Name:
                                        Title:


                                        ----------------------------------------
                                        Name:
                                        Title:

                              Officers' Certificate
                              ---------------------

<PAGE>

                                                                       EXHIBIT H

                        [General Notification Agreement]

                         GENERAL NOTIFICATION AGREEMENT

          GENERAL NOTIFICATION AGREEMENT dated as of __________, 2003, between
GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC., a corporation duly organized and
validly existing under the laws of the State of Delaware (the "Issuer"), GLOBAL
CROSSING LIMITED (formerly GC Acquisition Limited), a company duly organized and
validly existing under the laws of Bermuda (the "Company"), the other
SUBSIDIARIES of the Company identified on the signature pages hereto under the
caption "SUBSIDIARIES" (collectively, together with the Issuer and the Company,
the "Credit Parties") and WELLS FARGO BANK MINNESOTA, N.A., as trustee and agent
under the below-referenced Indenture (in such capacity, together with its
successors in such capacity, the "Trustee").

          Pursuant to an Indenture dated as of __________, 2003 (as modified and
supplemented and in effect from time to time, the "Indenture") by and between
the Credit Parties and the Trustee for the (direct or indirect) benefit of
itself and the holders of the Notes (as hereinafter defined), the Issuer has
issued $200,000,000 of its 11% Senior Secured Notes due 2006 (the "Notes") and
the Company and the other Guarantors referred to therein have unconditionally
guaranteed the obligations of the Issuer under and in respect of the Notes.

          In that connection, the Credit Parties and the Trustee are
concurrently entering into certain agreements, including, without limitation, a
Global Security Agreement dated as of the date hereof (the "Global Security
Agreement") and other Security Documents (as defined in the Indenture), under
which the Credit Parties are granting, among other things, liens, charges and
security interests in favor of the Trustee, for the benefit (direct or indirect)
of itself and the holders of the Notes, as collateral and continuing security
for the obligations of the Credit Parties under and in respect of the Indenture,
the Notes and the Security Documents on certain property of the Credit Parties,
including, without limitation, Equity Interests (as defined in the Indenture)
and Accounts, Chattel Paper, Documents, General Intangibles, Letter-of-Credit
Rights and Payment Intangibles, and the Proceeds thereof (in each case as such
respective terms are defined in the respective Security Documents).

          Section 1. Definitions. Capitalized terms used herein shall, except as
expressly defined herein, have the same meanings assigned thereto in the
Indenture and the Global Security Agreement.

          Section 2. Notification and Acknowledgment.

          2.01 Equity Interests. Each Credit Party hereby notifies each other
Credit Party (other than Excluded Subsidiaries and other than Subsidiaries the
Equity Interests of which

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                                      - 2 -

constitute Excluded Assets) in which, as of the date of this Agreement, it owns
any Equity Interests that pursuant to one or more of the Security Documents it
has pledged and/or charged such Equity Interests to the Trustee on behalf of the
Holders as collateral and continuing security for the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of the
obligations of the Credit Parties under and in respect of the Indenture, the
Notes and the Security Documents. Each Credit Party that has issued any such
pledged and/or charged Equity Interests hereby acknowledges notice of such
pledge and/or charge.

          2.02 Accounts, Etc. Each Credit Party hereby notifies each other
Credit Party that pursuant to one or more Security Documents it has pledged,
charged or assigned, for the purpose of security, certain property, including,
without limitation, its Accounts, Chattel Paper, Documents, General Intangibles,
Letter-of-Credit Rights and Payment Intangibles, and the Proceeds thereof, if
any, among other property, to the Trustee on behalf itself and of the Holders as
collateral and continuing security for the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the obligations of
the Credit Parties under and in respect of the Indenture, the Notes and the
Security Documents. Each Credit Party hereby acknowledges notice of, and
consents to, such pledge, charge or assignment.

          2.03 Payments. Each Credit Party hereby agrees that any payment made
by such Credit Party to any other Credit Party with respect to any of the
Property described in Sections 2.01 or 2.02 above after the occurrence and
during the continuance of any Event of Default shall be made directly to the
Trustee, or to such person as directed by the Trustee. The failure of any Credit
Party to comply with the provisions of the applicable Security Documents shall
not constitute a valid discharge of the respective debt.

          Section 3. Miscellaneous

          3.01 Notices. All notices, waivers, requests, consents, demands,
directions and other instruments delivered pursuant to the terms of this
Agreement shall be in writing in the English language or accompanied by a
certified English translation (which English translation shall be considered the
original instrument and shall control in case of any conflict between the
English and foreign language versions) and telecopied or delivered to the
respective parties hereto as provided in Section 12.02 of the Indenture. All
such communications shall be deemed to have been given at the times specified in
said Section 12.02.

          3.02 No Waiver. No failure on the part of the Trustee or any Holder to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Trustee or any Holder of any right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies herein are cumulative
and are not exclusive of any remedies provided by law.

          3.03 Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by each Credit
Party and the Trustee. Any such amendment or waiver shall be binding upon the
Trustee, each Holder and each Credit Party. The Trustee shall not be obligated
to enter into any amendment, waiver or alteration that

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<PAGE>

                                      - 3 -

affects the Trustee's own rights, duties, immunities or indemnities hereunder or
under the Indenture, the Global Security Agreement or otherwise except in
accordance with the terms hereof.

          3.04 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of each Credit
Party, the Trustee and each Holder.

          3.05 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

          3.06 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

          3.07 Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

          3.08 Agents and Attorneys-in-Fact. The Trustee may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
gross negligence or willful misconduct of any such agents or attorneys-in-fact
selected by it in good faith.

          3.09 Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other provisions hereof shall remain in full force and effect in such
jurisdiction and (b) the invalidity or unenforceability of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

          3.10 Rights, Privileges; Etc. The rights, privileges, immunities,
indemnities and standard of care provided to the Trustee under Article VIII of
the Indenture and the Global Security Agreement shall, to the extent applicable,
apply in this Agreement and to the Trustee's acts and omissions related to this
Agreement as if fully set forth herein.

          3.11 Enforcement. By the Trustee's signature below and its acceptance
of the benefits of this Agreement, except to the extent otherwise provided in
Section 7.06 of the Indenture, each Holder agrees that this Agreement may only
be enforced by the Trustee, and that no Holder shall have any right individually
to enforce or seek to enforce this Agreement or to realize upon the Collateral
or other security given to secure the payment and performance of the Secured
Obligations.

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<PAGE>

                                      - 4 -

          IN WITNESS WHEREOF, the parties hereto have caused this General
Notification Agreement to be duly executed and delivered as of the day and year
first above written.

                                        ISSUER
                                        ------

                                        GLOBAL CROSSING NORTH AMERICAN HOLDINGS,
                                         INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        COMPANY
                                        -------

                                        GLOBAL CROSSING LIMITED


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        OTHER CREDIT PARTIES:
                                        --------------------

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<PAGE>

                                      - 5 -

                                        TRUSTEE:

                                        Acknowledged:

                                        WELLS FARGO BANK MINNESOTA,
                                         N.A., not in its individual capacity
                                        but solely as Trustee under the
                                        Indenture on behalf of the Holders


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                         General Notification Agreement
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