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                                                                   Exhibit 10.13

                                    AGREEMENT

     This AGREEMENT is made as of the date of the last signature affixed hereto
by and among: Global Crossing Ltd. ("GCL"), GC Acquisition Limited ("New GX")
and Singapore Technologies Telemedia Pte Ltd ("ST Telemedia"), on the one hand,
and the Federal Bureau of Investigation ("FBI"), the U.S. Department of Justice
("DOJ"), the Department of Defense ("DOD"), and the Department of Homeland
Security ("DHS"), on the other (referred to individually as a "Party" and
collectively as the "Parties").

                                    RECITALS

     WHEREAS, U.S. communication systems are essential to the ability of the
U.S. government to fulfill its responsibilities to the public to preserve the
national security of the United States, to enforce the laws, and to maintain the
safety of the public;

     WHEREAS, the U.S. government has an obligation to the public to ensure that
U.S. communications and related information are secure in order to protect the
privacy of U.S. persons and to enforce the laws of the United States;

     WHEREAS, it is critical to the well being of the nation and its citizens to
maintain the viability, integrity, and security of the communications systems of
the United States (see, e.g., Executive Order 13231, Critical Infrastructure
Protection in the Information Age and Presidential Decision Directive 63,
Critical Infrastructure Protection);

     WHEREAS, protection of Classified, Controlled Unclassified, and Sensitive
Information is also critical to U.S. national security;

     WHEREAS, GCL and New GX have an obligation to protect from unauthorized
disclosure the contents of wire and electronic communications;

     WHEREAS, New GX, through one or more of its subsidiaries, provides or will
provide the following services: (1) local, long distance and international voice
services including IP-based voice services, calling card and toll free voice
service, and international toll free service; (2) private data and virtual
private networking services, including global ATM service, and frame relay
service; (3) broadband fiber-optic capacity on a leased and IRU basis, including
private line service and wavelength service; (4) Internet access services
including IP peering and transit service, dedicated Internet access service and
internet dial-up service; (5) audio and video conferencing services; (6)
maintenance and installation services in connection with the above, including
colocation service, remote access service and managed services; and (7) any
other telecommunications service that New GX may offer in the future;

     WHEREAS, New GX has or will have direct physical or electronic access to
certain customer facilities, including servers, storage media, network
connections, bandwidth transport, and firewalls, and thereby has access to a
variety of customer and end-user information that is subject to U.S. privacy and
electronic surveillance laws;

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     WHEREAS, GCL has entered into a Purchase Agreement dated August 9, 2002 and
amended December 20, 2002 and May 13, 2003 (the "Purchase Agreement"), whereby
GCL and its wholly- owned Bermuda subsidiary, Global Crossing Holdings, Ltd.,
will transfer all of their assets and operations, including ownership of their
U.S. subsidiaries, to New GX, and ST Telemedia will acquire, directly or through
a subsidiary, a 61.5 percent equity and voting interest in New GX in exchange
for, inter alia, an investment of $250 million in New GX which Purchase
Agreement has been approved by the United States Bankruptcy Court for the
Southern District of New York; and GCL, New GX and ST Telemedia have represented
that the proposed transaction does not involve, directly or indirectly,
investment in GCL, its subsidiaries, assets and operations by any foreign
company other than ST Telemedia;

     WHEREAS, GCL and New GX have filed with the Federal Communications
Commission ("FCC") applications (in FCC IB Docket No. 02-286) under Sections 214
and 310(d) of the Communications Act of 1934, as amended (the "1996 Act"), 47
U.S.C. Sections 214 and 310(d), and the Act Relating to the Landing and
Operation of Submarine Cables in the United States, as amended (the "Cable
Landing License Act"), 47 U.S.C. Sections 34-39, seeking FCC approval of the
transfer of control to New GX of GCL's subsidiaries that hold FCC authorizations
and licenses, and in connection therewith have also filed with the FCC a
petition pursuant to Section 310(b)(4) of the 1996 Act for a declaratory ruling
that the proposed indirect foreign ownership interest of ST Telemedia in the
FCC-licensed subsidiaries is in the public interest;

     WHEREAS, ST Telemedia is a company organized and existing under the laws of
Singapore that is a wholly-owned subsidiary of Singapore Technologies Pte Ltd,
that in turn ultimately is wholly-owned by the government of the Republic of
Singapore;

     WHEREAS, the FCC's grant of the applications in FCC IB Docket No. 02-286
may be made subject to conditions relating to national security, law
enforcement, and public safety, and whereas GCL, New GX and ST Telemedia have
agreed to enter into this Agreement with the FBI, the DOJ, the DOD and the DHS
to address issues raised by those departments and agencies and to request that
the FCC condition the transfer of control approved by the FCC on their
compliance with this Agreement;

     WHEREAS, by Executive Order 12661, the President, pursuant to Section 721
of the Defense Production Act, as amended, authorized the Committee on Foreign
Investment in the United States ("CFIUS") to review, for national security
purposes, foreign acquisitions of U.S. companies;

     WHEREAS, GCL, New GX and ST Telemedia have submitted a voluntary notice to
CFIUS regarding ST Telemedia's proposed investment in New GX, and GCL, New GX
and ST Telemedia have entered into this Agreement to resolve any national
security issues that the DOJ, the FBI, the DOD and the DHS might raise,
including in the CFIUS review process; and

     WHEREAS, representatives of GCL, New GX and ST Telemedia have met with
representatives of the FBI, the DOJ, the DOD and the DHS to discuss issues
raised by those departments and agencies. In these meetings, GCL, New GX, and ST
Telemedia represented that: (a) they have no present plans, and are not aware of
present plans of any other entity, that

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would result in a Domestic Communications Company providing Domestic
Communications through facilities located outside the United States, except as
otherwise provided in section 2.1 of this Agreement, (b) ST Telemedia is an
entity whose commercial operations are wholly separate from the government of
the Republic of Singapore and whose activities are overseen by independent
regulatory authorities in Singapore, (c) no government has or will have, as a
direct or indirect shareholder of New GX, special voting or veto rights
concerning the actions of New GX, and GCL and New GX are aware of no plans the
result of which would confer special voting or veto rights to any government,
and (d) except as otherwise provided in Section 3.22, there are no present
plans, and GCL and New GX are aware of no present plans of any other entity, as
a result of which GCL or New GX will provide, direct, control, supervise or
manage Domestic Communications through facilities located outside the United
States.

     NOW THEREFORE, the Parties are entering into this Agreement to address
national security, law enforcement and public safety issues.

                         ARTICLE 1: DEFINITION OF TERMS

As used in this Agreement:

     1.1.   "Call Associated Data" means any information related to a Domestic
     Communication or related to the sender or recipient of that Domestic
     Communication and, to the extent maintained by a Domestic Communications
     Company in the normal course of business, includes without limitation
     subscriber identification, called party number, calling party number, start
     time, end time, call duration, feature invocation and deactivation, feature
     interaction, registration information, user location, diverted to number,
     conference party numbers, post cut-through dial digit extraction, in-band
     and out-of-band signaling, and party add, drop and hold.

     1.2.   "Classified Information" means any information that has been
     determined pursuant to Executive Order 12958, or any predecessor or
     successor order, or the Atomic Energy Act of 1954, or any statute that
     succeeds or amends the Atomic Energy Act, to require protection against
     unauthorized disclosure.

     1.3.   "Control" and "Controls" means the power, direct or indirect,
     whether or not exercised, and whether or not exercised or exercisable
     through the ownership of a majority or a dominant minority of the total
     outstanding voting securities of an entity, or by proxy voting, contractual
     arrangements, or other means, to determine, direct, or decide matters
     affecting an entity; in particular, but without limitation, to determine,
     direct, take, reach, or cause decisions regarding:

          (i)    the sale, lease, mortgage, pledge, or other transfer of any or
                 all of the principal assets of the entity, whether or not in
                 the ordinary course of business;

          (ii)   the dissolution of the entity;

          (iii)  the closing and/or relocation of the production or research and
                 development facilities of the entity;

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          (iv)   the termination or nonfulfillment of contacts of the entity;

          (v)    the amendment of the articles of incorporation or constituent
                 agreement of the entity with respect to the matters described
                 in subsections (i) through (IV) above; or

          (vi)   New GX's and GCL's obligations under this Agreement.

     1.4.   "Controlled Unclassified Information" means unclassified
     information, the export of which is controlled by the International Traffic
     in Arms Regulations (ITAR), 22 C.F.R. Chapter I, Subchapter M, or the
     Export Administration Regulations (EAR), 15 C.F.R., Chapter VII, Subchapter
     C.

     1.5.   "De facto" and "de jure" control have the meanings provided in 47
     C.F.R. Section 1.2110

     1.6.   "DHS" means the U.S. Department of Homeland Security.

     1.7.   "DOD" means the U.S. Department of Defense.

     1.8.   "DOJ" means the U.S. Department of Justice.

     1.9.   "Domestic Communications" means (i) Wire Communications or
     Electronic Communications (whether stored or not) from one U.S. location to
     another U.S. location and (ii) the U.S. portion of a Wire Communication or
     Electronic Communication (whether stored or not) that originates or
     terminates in the United States.

     1.10.  "Domestic Communications Company" means all those subsidiaries,
     divisions, departments, branches, other components of New GX and any other
     entity over which New GX has de facto or de jure control that provide
     Domestic Communications. If any subsidiary, division, department, branch,
     other component of New GX or any other entity over which New GX has de
     facto or de jure control provides Domestic Communications after the date
     that all the Parties execute this Agreement, then such entity shall be
     deemed to be a Domestic Communications Company. If any Domestic
     Communications Company enters into joint venture or another entity may
     provide Domestic Communications, and if a Domestic Communications Company
     has the power or authority to exercise de facto or de jure control over
     such entity, then New GX will ensure that entity shall fully comply with
     the terms of this Agreement. The term "Domestic Communications Company"
     shall not include acquisitions by New GX in the U.S. after the date this
     Agreement is executed by all parties only if the DOJ, FBI, DOD and DHS find
     that the terms of this Agreement are inadequate to address national
     security, law enforcement or public safety concerns presented by that
     acquisition and the necessary modifications to this Agreement cannot be
     reached pursuant to Section 8.10 below. Nothing in this definition shall
     exempt any Domestic Communications Company from its obligations under
     Section 5.3.

     1.11.  "Domestic Communications Infrastructure" means (a)transmission,
     switching, bridging and routing equipment (including software and upgrades)
     subject to control by a

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     Domestic Communications Company and in use to provide, process, direct,
     control, supervise or manage Domestic Communications, and (b) facilities
     and equipment in use by or on behalf of a Domestic Communications Company
     that are physically located in the United States; or (c) facilities in use
     by or on behalf of a Domestic Communications Company to control the
     equipment described in (a) and (b) above. Domestic Communications
     Infrastructure does not include equipment or facilities used by service
     providers that are not Domestic Communications Companies and that are:

          (i)    interconnecting communications providers; or

          (ii)   providers of services or content that are

                 (A)  accessible using the communications services of Domestic
                      Communications Companies, and

                 (B)  available in substantially similar form and on
                      commercially reasonable terms through communications
                      services of companies other than Domestic Communications
                      Companies.

Domestic Communications Infrastructure does not include equipment dedicated to
the termination of international undersea cables, provided that such equipment
is utilized solely to effectuate the operation of undersea transport network(s)
outside of the United States and in no manner controls land-based transport
network(s) or their associated systems in the United States.

     1.12.  "Effective Date" means the date on which the transactions
     contemplated by the Purchase Agreement are consummated.

     1.13.  "Electronic Communication" has the meaning given it in 18 U.S.C.
     Section 2510(12).

     1.14.  "Electronic Surveillance" means: (a) the interception of wire, oral,
     or electronic communications as defined in 18 U.S.C. Sections 2510(4), (1),
     (2), and (12), respectively, and electronic surveillance as defined in 50
     U.S.C. Section 1801(f); (b) access to stored wire or electronic
     communication, as referred to in 18 U.S.C. Section 2701 et seq.; (c)
     acquisition of dialing, routing, addressing or signaling information
     through pen register or trap and trace devices or other devices or features
     capable of acquiring such information pursuant to law as defined in 18
     U.S.C. Section 3121 et seq. and 50 U.S.C. Section 1841 et seq.; (d)
     acquisition of location related information concerning a service subscriber
     or facility; (e) preservation of any of the above information pursuant to
     18 U.S.C Section 2703(f); and (f) access to, or acquisition or interception
     of, or preservation of communication or information as described in (a)
     through (e) above and comparable State laws.

     1.15.  "FBI" means the Federal Bureau of Investigation.

     1.16.  "Foreign" where used in this Agreement, whether capitalized or lower
     case, means non-U.S.

     1.17.  "GCL" means Global Crossing Ltd., a Bermuda corporation.

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     1.18.  "Governmental Authority" or "Governmental Authorities" means any
     government, or any governmental, administrative, or regulatory entity,
     authority, commission, board, agency, instrumentality, bureau, or political
     subdivision, and any court, tribunal, judicial, or arbitral body.

     1.19.  "Intercept" or "Intercepted" has the meaning defined in 18 U.S.C.
     Section 2510(4).

     1.20.  "Lawful U.S. Process" means lawful U.S. Federal, state, or local
     Electronic Surveillance or other court orders, processes, or authorizations
     issued under U.S. Federal, state, or local law for physical search or
     seizure, production of tangible things, or access to or disclosure of
     Domestic Communications or Call Associated Data, including Transactional
     Data or Subscriber Information.

     1.21.  "Network Management Information" means network management operations
     plans, processes and procedures; the placement of Network Operating
     Center(s) and linkages (for services off load or administrative activities)
     to other domestic and international carriers, ISPs and other critical
     infrastructures; descriptions of IP networks and operations processes and
     procedures for management control and relation to the backbone
     infrastructure(s) including other services providers; description of any
     unique/proprietary control mechanisms as well as operating and
     administrative software; and network performance information.

     1.22.  "New GX" means GC Acquisition Limited, a Bermuda corporation, and
     its subsidiaries and affiliates.

     1.23.  "New GX Board" means the board of directors of New GX.

     1.24.  "OPM" means the Office of Personnel Management of the U.S.
     Government.

     1.25.  "Party" and "Parties" have the meanings given them in the Preamble.

     1.26.  "Pro forma assignments" or "pro forma transfers of control" are
     transfers that do not involve a substantial change in ownership or control
     as provided by the FCC's Rules.

     1.27.  "Purchase Agreement" has the meaning give in the Recitals.

     1.28.  "Security Committee" means a committee of the New GX Board the
     mandate of which is to oversee security matters and implementation of this
     Agreement within New GX.

     1.29.  "Security Director" has the meaning given in Section 3.15.

     1.30.  "Security Officer" has the meaning given in Section 3.10 and 3.13.

     1.31.  "Sensitive Information" means information that is not Classified
     Information regarding (a) the persons or facilities that are the subjects
     of Lawful U.S. Process, (b) the identity of the government agency or
     agencies serving such Lawful U.S. Process, (c) the location or identity of
     the line, circuit, transmission path, or other facilities or equipment

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used to conduct Electronic Surveillance pursuant to Lawful U.S. Process, (d) the
means of carrying out Electronic Surveillance pursuant to Lawful U.S. Process,
(e) the type(s) of service, telephone number(s), records, communications, or
facilities subjected to Lawful U.S. Process, (f) information deemed to be
Sensitive Information pursuant to Executive Order, decision or guidelines, and
(g) other information that is not Classified Information designated in writing
by an authorized official of a Federal, state or local law enforcement agency or
a U.S. intelligence agency as "Sensitive Information." Domestic Communications
Companies may dispute pursuant to Article 4 whether information is Sensitive
Information under this subparagraph. Such information shall be treated as
Sensitive Information unless and until the dispute is resolved in the Domestic
Communications Companies' favor.

     1.32.  "ST Telemedia" has the meaning given in the Preamble.

     1.33.  "Subscriber Information" means information relating to subscribers
     or customers of Domestic Communications Companies of the type referred to
     and accessible subject to procedures specified in 18 U.S.C. Section 2703(c)
     or (d) or 18 U.S.C. Section 2709. Such information shall also be considered
     Subscriber Information when it is sought pursuant to the provisions of
     other Lawful U.S. Process.

     1.34.  "Transactional Data" means:

          (i)   "call identifying information," as defined in 47 U.S.C. Section
                1001(2), including without limitation the telephone number or
                similar identifying designator associated with a Domestic
                Communication;

          (ii)  any information possessed by a Domestic Communications Company
                relating specifically to the identity and physical address of a
                customer or subscriber, or account payer, or the end-user of
                such customer or subscriber, or account payer, or associated
                with such person relating to all telephone numbers, domain
                names, IP addresses, Uniform Resource Locators ("URLs"), other
                identifying designators, types of services, length of service,
                fees, usage including billing records and connection logs, and
                the physical location of equipment, if known and if different
                from the location information provided under (iv) below;

          (iii) the time, date, size or volume of data transfers, duration,
                domain names, MAC or IP addresses (including source and
                destination), URLs, port numbers, packet sizes, protocols or
                services, special purpose flags, or other header information or
                identifying designators or characteristics associated with any
                Domestic Communication; and

          (iv)  as to any mode of transmission (including mobile transmissions),
                and to the extent permitted by U.S. laws, any information
                indicating as closely as possible the physical location to or
                from which a Domestic Communication is transmitted.

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     The term includes all records or other information of the type referred to
     and accessible subject to procedures specified in 18 U.S.C. Section
     2703(c)(1) and (d), but does not include the content of any communication.

     1.35.  "United States," "US," or "U.S." means the United States of America
     including all of its States, districts, territories, possessions,
     commonwealths, and the special maritime and territorial jurisdiction of the
     United States.

     1.36.  "Wire Communication" has the meaning given it in 18 U.S.C. Section
     2510(1).

     1.37.  Other Definitional Provisions. Other capitalized terms used in this
     Agreement and not defined in this Article shall have the meanings assigned
     them elsewhere in this Agreement. The definitions in this Agreement are
     applicable to the singular as well as the plural forms of such terms and to
     the masculine as well as to the feminine and neuter genders of such term.
     Whenever the words "include," "includes," or "including" are used in this
     Agreement, they shall be deemed to be followed by the words "without
     limitation."

             ARTICLE 2: FACILITIES, INFORMATION STORAGE AND ACCESS

     2.1.   Domestic Communications Infrastructure. Except to the extent and
     under conditions concurred in by the FBI, DOJ, DOD, and DHS in writing:

          (i)   all Domestic Communications Infrastructure that is owned,
                operated or controlled by a Domestic Communications Company
                shall at all times be located in the United States and will be
                directed, controlled, supervised and managed by a Domestic
                Communications Company; and

          (ii)  all Domestic Communications that are carried by or through, in
                whole or in part, the Domestic Communications Infrastructure
                shall pass through a facility under the control of a Domestic
                Communications Company and physically located in the United
                States, from which Electronic Surveillance can be conducted
                pursuant to Lawful U.S. Process. The Domestic Communications
                Company will provide technical or other assistance to facilitate
                such Electronic Surveillance.

          (iii) foreign connections to the domestic Global Crossing network
                shall be on a gateway basis using industry best practices (i.e.,
                both signaling and traffic shall be monitored for unauthorized
                access, network intrusions and other malicious activity). Such
                practices will be jointly determined by New GX and the FBI, DOJ,
                DOD and DHS.

     2.2.   Compliance with Lawful U.S. Process. Domestic Communications
     Companies shall take all practicable steps to configure their Domestic
     Communications Infrastructure to be capable of complying, and Domestic
     Communications Company employees in the United States will have
     unconstrained authority to comply, in an effective, efficient, and
     unimpeded fashion, with:

          (i)   Lawful U.S. Process;

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          (ii)  the orders of the President in the exercise of his/her authority
                under Section 706 of the Communications Act of 1934, as amended,
                47 U.S.C. Section 606, and under Section 302(e) of the Aviation
                Act of 1958, 49 U.S.C. Section 40107(b) and Executive Order
                11161 (as amended by Executive Order 11382); and

          (iii) National Security and Emergency Preparedness rules, regulations
                and orders issued pursuant to the Communications Act of 1934, as
                amended, 47 U.S.C. Section 151 et seq.

     2.3.   Information Storage and Access. Domestic Communications Companies
     shall store exclusively in the United States the following:

          (i)   stored Domestic Communications, if such communications are
                stored by or on behalf of a Domestic Communications Company for
                any reason;

          (ii)  any Wire Communications or Electronic Communications (including
                any other type of wire, voice or electronic communication not
                covered by the definitions of Wire Communication or Electronic
                Communication) received by, intended to be received by, or
                stored in the account of a customer or subscriber of a Domestic
                Communications Company, if such communications are stored by or
                on behalf of a Domestic Communications Company for any reason;

          (iii) Transactional Data and Call Associated Data relating to Domestic
                Communications, if such data are stored by or on behalf of a
                Domestic Communications Company for any reason;

          (iv)  Subscriber Information, if such information is stored by or on
                behalf of a Domestic Communications Company for any reason,
                concerning customers who are U.S.-domiciled, customers who hold
                themselves out as being U.S.-domiciled, and customers who make a
                Domestic Communication;

          (v)   billing records of customers who are U.S.-domiciled, customers
                who hold themselves out as being U.S.-domiciled, and customers
                who make a Domestic Communication, for so long as such records
                are kept and at a minimum for as long as such records are
                required to be kept pursuant to applicable U.S. law or this
                Agreement; and

          (vi)  Network Management Information.

     2.4.   Billing Records. Domestic Communications Companies shall store for
     at least 18 months all billing records described in Section 2.3(v) above.
     Nothing in this paragraph shall require a Domestic Communications Company
     to store such records for longer than 18 months.

     2.5.   Storage Pursuant to 18 U.S.C. Section 2703(f). Upon a request made
     pursuant to 18 U.S.C. Section 2703(f) by a Governmental Authority in the
     United States to preserve any information in the possession, custody, or
     control of Domestic Communications Companies

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     that is enumerated in Section 2.3 above, Domestic Communications Companies
     shall store such information in the United States.

     2.6.   Compliance with U.S. Law. Nothing in this Agreement shall excuse a
     Domestic Communications Company from any obligation it may have to comply
     with U.S. legal requirements for the retention, preservation, or production
     of such information or data. Similarly, in any action to enforce Lawful
     U.S. Process, Domestic Communication Companies have not waived any legal
     right they might have to resist such process.

     2.7.   Routing of Domestic Communications. Except for routing of traffic
     (i) to U.S. states, territories and possessions outside the Continental
     United States, (ii) to avoid network disruptions, (iii) consistent with
     least-cost routing practices that are implemented pursuant to policies
     reviewed and approved by the third-party auditor selected pursuant to
     Section 5.8 of this Agreement, and (iv) as otherwise may be agreed by the
     DOJ, the FBI, DOD and the DHS, Domestic Communications Companies shall not
     route Domestic Communications outside the United States.

     2.8.   Interconnection Arrangements with ST Telemedia and Subsidiaries.
     Interconnection arrangements between Domestic Communications Companies, on
     the one hand, and ST Telemedia and its subsidiaries, on the other hand,
     shall be on an arms' length basis.

     2.9.   CPNI. Domestic Communications Companies shall comply, with respect
     to Domestic Communications, with all applicable FCC rules and regulations
     governing access to and storage of Customer Proprietary Network Information
     ("CPNI"), as defined in 47 U.S.C. Section 222(h)(1).

     2.10.  Storage of Protected Information. The storage of Classified,
     Controlled Unclassified, and Sensitive Information by a Domestic
     Communications Company or its contractors at any location outside of the
     United States is prohibited, unless the storage is at a U.S. military
     facility, a U.S. Embassy or Consulate or other location occupied by a U.S.
     government organization.

     2.11.  Network Topography. No later that 30 days after the Effective Date
     of this Agreement, New GX will provide to the FBI, DOJ, DHS and DOD a
     comprehensive description of the New GX domestic telecommunications network
     to include location of servers, routers, switches, operational systems
     software, and network security appliances and software.

                              ARTICLE 3: SECURITY

     3.1    Measures to Prevent Improper Use or Access. Domestic Communications
     Companies shall take all reasonable measures to prevent the use of or
     access to the Domestic Communications Infrastructure to conduct Electronic
     Surveillance, or to obtain or disclose Domestic Communications, Classified
     Information, Sensitive Information, or Controlled Unclassified Information,
     in violation of any U.S. Federal, state, or local laws or the terms of this
     Agreement. These measures shall include creating and complying with

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     detailed technical, organizational, operational, and personnel controls,
     policies and written procedures, necessary implementation plans, and
     physical security measures.

     3.2.   Visitation Policy. No later than ninety (90) days after the
     Effective Date, New GX shall adopt and implement a visitation policy for
     Domestic Communications Companies, for all visits to Domestic
     Communications Infrastructure. New GX will consult with DOJ, DHS and DOD on
     the design and implementation of its visitation policy. The visitation
     policy shall differentiate between categories of visits based on the
     sensitivity of the information, equipment and personnel to which the
     visitors will have access The visitation policy shall require that:

          (i)   the Security Officer shall review and approve or disapprove
                requests for visits to Domestic Communications Infrastructure
                (provided that, with respect to carrier hotels and other shared
                facilities, this policy will apply solely to the portion of the
                facility controlled by New GX) by all non-U.S. persons,
                organizations and entities. The Security Officer shall approve
                or deny visit requests on the basis of their compliance with the
                visitation policy; the Security Officer may specifically deny
                any visit request on security or related grounds, which grounds
                will be described more fully in the visitation policy.

          (ii)  a written request for approval of a visit must be submitted to
                the Security Officer no less than seven (7) days prior to the
                date of the proposed visit. If a written request cannot be
                provided within seven (7) days of the proposed visit because of
                an unforeseen exigency, the request may be communicated via
                telephone to the Security Officer and immediately confirmed in
                writing; however, the Security Officer may refuse to accept any
                request submitted less than seven (7) days prior to the date of
                such proposed visit if the Security Officer determines that
                there is insufficient time to consider the request.

          (iii) the exact purpose and justification for the visit must be set
                forth in detail sufficient to enable the Security Officer to
                make an informed decision concerning the appropriateness of the
                proposed visit, and the Security Officer may refuse to accept
                any request that he or she believes lacks sufficient
                information. Each proposed visit and each individual visitor
                must be justified and a separate approval request must be
                submitted for each visit.

          (iv)  the Security Officer evaluate the request as soon as practicable
                after receiving it. The Security Officer may approve or
                disapprove the request pending submittal of additional
                information by the requester. When practicable, the Security
                Officer's decision shall be communicated to the requester by any
                means at least one (1) day prior to the date of the proposed
                visit, and, in all cases, the decision shall be confirmed in
                writing as promptly as possible.

          (v)   a record of all such visit requests, including the decision to
                approve or disapprove, and information regarding consummated
                visits, such as date and place, as well as the names, business
                affiliation and dates of birth of the visitors, and New GX
                personnel involved, be maintained by the Security Officer. In

<PAGE>
                                                                         Page 12

                addition, a chronological file of all documentation associated
                with such visits, together with records of approvals and
                disapprovals, shall be maintained for two (2) years by the
                Security Officer for provision at the request of the third party
                auditor identified pursuant to Section 5.8 below, or of the DOJ,
                FBI, DOD or DHS.

          (vi)  visitors be escorted at all times by an employee, and within
                conditions, including appropriate restrictions on access, set
                forth by the Security Officer that are commensurate with the
                place and purpose of the visit.

          The parties may agree in the visitation policy that certain visits of
          a routine and nonsensitive nature are exempt from one or more of the
          requirements above.

     3.3.   Records of Communications with Non U.S. Citizens and Non U.S.
     Entities. New GX shall maintain a full and complete record of every
     electronic or written communication by the New GX directors, officers,
     employees and agents, with ST Telemedia directors, officers, employees and
     agents (including the names, business affiliations, and substance of the
     communications) that are related to interconnection agreements, Security
     Procedures and Policy, as well as major equipment purchases outlined in
     section 3.18, and Joint Venture provisions outlined in section 5.3,
     relating to Domestic Communications Companies. These records shall be
     maintained for a period of five (5) years by the Security Officer for
     provision at the request of the third party auditor identified pursuant to
     Section 5.8 below, or of the DOD, DOJ, FBI or DHS.

     3.4.   Access by Foreign Government Authority. Domestic Communications
     Companies shall not, directly or indirectly, disclose or permit disclosure
     of, or provide access to Domestic Communications, Call Associated Data,
     Transactional Data, or Subscriber Information stored by Domestic
     Communications Companies to any person if the purpose of such access is to
     respond to the legal process or the request of or on behalf of a foreign
     government, identified representative, component or subdivision there of
     without the express written consent of the DOJ or the authorization of a
     court of competent jurisdiction in the United States. Any such requests or
     submission of legal process described in this Section 3.4 of this Agreement
     shall be reported to the DOJ as soon as possible and in no event later than
     five (5) business days after such request or legal process is received by
     and known to the Security Officer. Domestic Communications Companies shall
     take reasonable measures to ensure that the Security Officer will promptly
     learn of all such requests or submission of legal process described in this
     Section 3.4 of this Agreement.

     3.5.   Disclosure to Foreign Government Authorities. Domestic
     Communications Companies shall not, directly or indirectly, disclose or
     permit disclosure of, or provide access to:

          (i)   Classified, Sensitive, or Controlled Unclassified Information;
                or

<PAGE>

                                                                         Page 13

          (ii)  Subscriber Information, Transactional Data or Call Associated
                Data, including a copy of any Wire Communications or Electronic
                Communication, intercepted or acquired pursuant to Lawful U.S.
                Process

     to any foreign government, identified representative, component or
     subdivision thereof without satisfying all applicable U.S. Federal, state
     and local legal requirements pertinent thereto, and obtaining the express
     written consent of the DOJ or the authorization of a court of competent
     jurisdiction in the United States. Any requests or any legal process
     submitted by a foreign government, an identified representative, a
     component or subdivision thereof to Domestic Communications Companies for
     the communications, data or information identified in this Section 3.5 of
     this Agreement that is maintained by Domestic Communications Companies
     shall be referred to the DOJ as soon as possible and in no event later than
     five (5) business days after such request or legal process is received by
     and known to the Security Officer unless the disclosure of the request or
     legal process would be in violation of an order of a court of competent
     jurisdiction within the United States. Domestic Communications Companies
     shall take reasonable measures to ensure that the Security Officer will
     promptly learn of all such requests or submission of legal process
     described in this Section 3.5.

     3.6.   Notification of Access or Disclosure Requests from Foreign Non-
     Governmental Entities. Within ninety (90) days of receipt, Domestic
     Communications Companies shall notify DOJ in writing of legal process or
     requests by foreign nongovernmental entities to Domestic Communications
     Companies for access to or disclosure of Domestic Communications unless the
     disclosure of the legal process or request would be in violation of an
     order of a court of competent jurisdiction within the United States.

     3.7.   Security of Lawful U.S. Process. Domestic Communications Companies
     shall protect the confidentiality and security of all Lawful U.S. Process
     served upon them and the confidentiality and security of Classified,
     Sensitive, and Controlled Unclassified Information in accordance with U.S.
     Federal and state law or regulation and this Agreement. Information
     concerning Lawful U.S. Process, Classified Information, Sensitive
     Information, or Controlled Unclassified Information shall be under the
     custody and control of the Security Officer.

     3.8.   Points of Contact. Within fourteen (14) days after the Effective
     Date, Domestic Communications Companies shall designate in writing to the
     FBI, DOJ, DOD and DHS at least three nominees already holding U.S. Security
     clearances, or who are eligible to receive such clearances and whose
     applications for such clearances have been submitted to DOD, to serve as a
     primary and two secondary points of contact within the United States with
     the authority and responsibility for accepting and overseeing the carrying
     out of Lawful U.S. Process. The points of contact shall be assigned to
     Domestic Communications Companies' office(s) in the United States, shall be
     available twenty-four (24) hours per day, seven (7) days per week and shall
     be responsible for accepting service and maintaining the security of
     Classified, Sensitive, and Controlled Unclassified Information and any
     Lawful U.S. Process in accordance with the requirements of U.S. Law and
     this Agreement. Promptly after designating such points of contact, Domestic
     Communications Companies shall notify the FBI, DOJ, DOD and DHS in writing
     of the points of contact, and thereafter shall promptly

<PAGE>

                                                                         Page 14

     notify the FBI, DOJ, DOD and DHS of any change in such designation. The
     points of contact shall be resident U.S. citizens who hold U.S. security
     clearances (which may include interim security clearances), as outlined in
     Executive Order 12968, and shall serve as points of contact for new
     Domestic Communications Companies unless and until the FBI, DOJ, DOD and
     DHS are notified of any change in designation. Domestic Communications
     Companies shall cooperate with any request by a Government Authority within
     the United States that a background check and/or security clearance process
     be completed for a designated point of contact.

     3.9.   Information Security Plan. Domestic Communications Companies shall
     develop, document, implement, and maintain an information security plan to:

          (i)    maintain appropriately secure facilities (e.g., offices) within
                 the United States for the handling and storage of any
                 Classified, Sensitive or Controlled Unclassified Information;

          (ii)   take appropriate measures to prevent unauthorized access to
                 data or facilities that might contain Classified, Sensitive, or
                 Controlled Unclassified Information;

          (iii)  assign U.S. citizens to positions for which screening is
                 contemplated pursuant to Section 3.12;

          (iv)   Upon request from the DOJ, FBI, DOD or DHS, provide the name,
                 social security number and date of birth of each person who
                 regularly handles or deals with Sensitive Information;

          (v)    require that personnel handling Classified Information shall
                 have been granted appropriate security clearances pursuant to
                 Executive Order 12968;

          (vi)   provide that the points of contact described in Section 3.8 of
                 this Agreement shall have sufficient authority over any of
                 Domestic Communications Companies' employees who may handle
                 Classified, Sensitive, or Controlled Unclassified Information
                 to maintain the confidentiality and security of such
                 information in accordance with applicable U.S. legal authority
                 and the terms of this Agreement;

          (vii)  ensure that the disclosure of or access to Classified,
                 Sensitive, or Controlled Unclassified Information is limited to
                 those who have the appropriate security clearances and
                 authority;

          (viii) establish a formal incident response capability with reference
                 to OMB Circular A-130 and NIST Special Publications 800-3,
                 800-18 and 800-47; and

          (ix)   identify the types of positions that require screening pursuant
                 to Section 3.12, the required rigor of such screening by type
                 of position, and the criteria by which Domestic Communications
                 Companies will accept or reject screened persons ("Screened
                 Personnel").

<PAGE>

                                                                         Page 15

     3.10.  Security Officer Responsibilities and Duties. The Head of Global
     Security of New GX, or a designee in a direct reporting relationship with
     the Head of Global Security, shall serve as the Security Officer with the
     primary responsibility for ensuring compliance with the Domestic
     Communications Companies' obligations under Article 3 and Sections 5.2,
     5.5, 5.6, 5.7, 5.11, and 5.12 of this Agreement, and shall have the
     qualifications set forth in Section 3.13. Within thirty (30) days after the
     Effective Date, New GX shall notify the DOJ, FBI, DOD and DHS of the
     identity of the Security Officer.

     3.11.  Disclosure of Protected Data. In carrying out the responsibilities
     set forth in Section 3.10, the Security Officer shall not directly or
     indirectly disclose information concerning Lawful U.S. Process, Classified
     Information, Sensitive Information, or Controlled Unclassified Information
     to any third party or to any officer, director, shareholder, employee,
     agent, or contractor of New GX or any Domestic Communications Company,
     including those who serve in a supervisory, managerial or officer role with
     respect to the Security Officer, except to a Security Director (i)
     consistent with the Security Officer's or the Security Committee's duties
     or (ii) to the extent required to comply with this Agreement, unless
     disclosure has been approved by prior written consent obtained from the
     FBI, DOJ, DOD or DHS or there is an official need for disclosure of the
     information in order to fulfill an obligation consistent with the purpose
     for which the information is collected or maintained.

     3.12.  Screening of Personnel. Each Domestic Communications Company shall
     implement a thorough screening process through a reputable third-party to
     ensure that all personnel whose position involves access to the Domestic
     Communications Infrastructure that enables those persons to monitor the
     content of Wire or Electronic Communications (including in electronic
     storage) or to have access to Transactional Data, Call Associated Data or
     Subscriber Information, persons who have access to Sensitive Information,
     and security personnel meet personnel screening requirements agreed to by
     New GX, DOJ, the FBI, DOD and DHS. The screening process undertaken
     pursuant to this Section shall follow the guidance to U.S. government
     agencies for screening civilian Federal employees in Executive Order 10450,
     and shall specifically include a background and financial investigation, an
     additional criminal record check, and a review of at least three
     references. Newly hired personnel will also be required to sign a
     non-disclosure agreement approved in advance by DOJ, FBI, DOD and DHS.

          (i)    New GX shall consult with DOJ, the FBI, DOD and DHS on the
                 screening procedures utilized by the reputable third party and
                 shall provide to DOJ, FBI, DOD and DHS a list of the positions
                 subject to screening. New GX shall utilize the criteria
                 identified pursuant to Section 3.9 (ix) to screen personnel,
                 shall report the results of such screening on a regular basis
                 to the Security Committee, and shall, upon request, provide to
                 the investigations services of the DOJ, the FBI, DOD and DHS
                 or, in the alternative, to the investigations service of OPM,
                 all the information it collects in its screening process of
                 each candidate. Candidates for these positions shall be
                 informed that the information collected during the screening
                 process may be provided to the U.S. government, and the
                 candidates shall consent to the sharing of this information
                 with the U.S. government.

<PAGE>
                                                                         Page 16

          (ii)   If the DOJ, the FBI, DOD or DHS so desires, it may on its own,
                 or through OPM's investigations service, conduct further
                 background checks for Screened Personnel. New GX will cooperate
                 with any U.S. government agency undertaking any such further
                 background checks.

          (iii)  Individuals who are rejected by the DOJ, the FBI, DOD or DHS
                 for the screening requirements agreed to pursuant to this
                 Section 3.12 of this Agreement will not be hired or, if they
                 have begun their employment, will be immediately removed from
                 their positions or otherwise have their duties immediately
                 modified so that they are no longer performing a function that
                 would require screening under this Section. New GX will notify
                 the DOJ, the FBI, DOD and DHS of the transfer, departure, or
                 job modification of any individual rejected as a result of the
                 screening conducted pursuant to this Section 3.12 of this
                 Agreement within seven (7) days of such transfer or departure,
                 and shall provide the DOJ, the FBI, DOD and DHS with the name,
                 date of birth and social security number of such individual.

          (iv)   New GX shall provide training programs to instruct Screened
                 Personnel as to their obligations under the Agreement and the
                 maintenance of their trustworthiness determination or
                 requirements otherwise agreed. New GX shall monitor on a
                 regular basis the status of Screened Personnel, and shall
                 remove personnel who no longer meet the Screened Personnel
                 requirements.

          (v)    New GX shall maintain records relating to the status of
                 Screened Personnel, and shall provide these records, upon
                 request, to the DOJ, FBI, DOD, DHS or any third party auditor
                 appointed under the terms of Section 5.8 below.

     3.13.  Qualification of Principal Network and Security Officers. New GX
     shall employ a Head of Network Operations and a Head of Global Security for
     Domestic Communications Companies. Within thirty (30) days after the
     Effective Date, New GX shall notify the DOJ, FBI, DOD and DHS of the
     identities of the Head of Network Operations and the Head of Global
     Security. The Head of Network Operations and the Head of Global Security,
     and any designee of the Head of Global Security who serves as the Security
     Officer under Section 3.10, shall be resident citizens of the United States
     who, if not already in possession of U.S. security clearances, shall apply
     for U.S. security clearances pursuant to Executive Order 12968 immediately
     upon their appointment; who are subject to the screening requirements of
     Section 3.12 of this Agreement; and whose appointment to the position is
     not objected to by the DOJ, the FBI, DOD and DHS within ten (10) days of
     receiving notice thereof. If the Head of Network Operations, the Head of
     Global Security, or any designee of the Head of Global Security who serves
     as the Security Officer under Section 3.10, does not already possess a U.S.
     security clearance, he or she may nevertheless serve in that position,
     subject to DOJ, FBI, DOD and DHS approval, pursuant to an interim security
     clearance. New GX shall have the right to remove the Head of Network
     Operations or the Head of Global Security at any time and to appoint a
     replacement, subject to the terms of this Section. New GX shall promptly
     appoint a person who meets the qualifications of this Section to fill any
     such vacancy, and shall promptly notify the DOJ, FBI, DOD, and DHS in
     writing of such appointment. In no event shall a vacancy for the position
     of Head of

<PAGE>
                                                                         Page 17

     Network Operations or Head of Global Security exist for a period of more
     than ninety (90) days before New GX appoints a qualified candidate to fill
     such vacancy.

     3.14.  Qualification of General Counsel and Head of Human Resources. Within
     thirty (30) days after the Effective Date, New GX shall notify DOJ, FBI,
     DHS and DOD of the identities of the Human Resources executive responsible
     for hiring and screening and the General Counsel. The Human Resources
     executive responsible for hiring and screening and the General Counsel
     shall be resident citizens of the United States who, if not already in
     possession of U.S. security clearances, shall apply for U.S. security
     clearances pursuant to Executive Order 12968 immediately upon their
     appointment; who are subject to the screening requirements of Section 3.12
     of this Agreement; and whose appointment to the position is not objected to
     by the DOJ, the FBI, DOD or DHS within ten (10) days of receiving notice
     thereof. If the Human Resources executive responsible for hiring and
     screening or the General Counsel does not already possess a U.S. security
     clearance, he or she may nevertheless serve in that position, subject to
     DOJ, FBI, DOD and DHS approval, pursuant to an interim security clearance.
     New GX shall have the right to remove the Human Resources executive
     responsible for hiring and screening and the General Counsel at any time
     and to appoint a replacement, subject to the terms of this Section. New GX
     shall promptly appoint a person who meets the qualifications of this
     Section to fill any such vacancy, and shall promptly notify the DOJ, FBI,
     DOD, and DHS in writing of such appointment. In no event shall a vacancy
     for the position of Human Resources executive responsible for hiring and
     screening or General Counsel exist for a period of more than ninety (90)
     days before New GX appoints a qualified candidate to fill such vacancy.

     3.15.  Establishment of Security Committee of New GX Board. The New GX
     Board shall establish a Security Committee to oversee security matters
     within Domestic Communications Companies. The Security Committee shall be
     comprised solely of directors ("Security Directors") who are U.S. citizens;
     who, if not already in possession of U.S. security clearances, shall apply
     for U.S. security clearances pursuant to Executive Order 12968 immediately
     upon their appointment to the Security Committee; and who satisfy the
     independent director requirements of the New York Stock Exchange. If a
     Security Director does not already possess a U.S. security clearance, he or
     she may nevertheless serve as Security Director, subject to DOJ, FBI, DOD
     and DHS approval, pursuant to an interim security clearance. The Security
     Committee shall supervise and report to the full New GX Board on all
     matters related to security, including implementation of this Agreement,
     consistent with their obligation to keep such information confidential. To
     perform its function, the Security Committee shall, among other things,
     receive reports from the Head of Global Security on New GX's compliance
     with this Agreement, and also shall receive a summary of any report issued
     pursuant to this Agreement, including reports made in connection with
     audits conducted pursuant to Section 5.8 of this Agreement and the annual
     report on compliance issued pursuant to Section 5.11 of this Agreement. The
     Security Committee shall, in turn, provide general reporting to the full
     New GX Board on New GX's compliance with this Agreement.

     3.16.  Number and Notice of Appointment of Security Directors. Subject to
     Section 3.20 below, fifty (50) percent of the members of the New GX Board
     nominated by ST Telemedia and elected to the New GX Board shall be Security
     Directors. Notice of the

<PAGE>
                                                                         Page 18

     proposed appointment of a Security Director shall be provided in writing to
     the DOJ, FBI, DOD and DHS by New GX. The DOJ, FBI, DOD and DHS shall have
     the opportunity to review and disapprove the appointment of a Security
     Director within thirty (30) days of receiving notice of the proposed
     appointment. If the DOJ, FBI, DOD or DHS objects to the appointment of an
     individual as Security Director within the 30-day timeframe, the
     appointment of that individual shall be rescinded and a different candidate
     shall be appointed.

     3.17.  Approval of Acquisition. Acquiring or upgrading network hardware
     (e.g., routers, switches, servers and network transmission capability) and
     network operating systems software requires prior approval of a Security
     Director, unless subject to other procedures pursuant to a policy to be
     negotiated with DHS. That policy may provide for simplified procedures for
     non-sensitive acquisitions and upgrades (e.g., vetting by the Head of
     Network Operations).

     3.18.  Participation of Security Directors in Committees of the Board of
     New GX. A quorum for a meeting of the New GX Board or any committee of the
     New GX Board shall require at least one Security Director, unless the
     issues addressed at such meeting in no respect address or affect the
     obligations of New GX under this Agreement. In the event that the New GX
     Board or any committee of the New GX Board must address at a meeting, for
     reasons of exigent circumstances, an issue related to or affecting the
     obligations of New GX under this Agreement, and all Security Director
     positions are vacant at the time of such a meeting, the absence of the
     Security Director will not prevent the formation of a quorum provided that
     the Security Officer of New GX attends the meeting.

     3.19.  Attendance of Security Directors at Board Meetings of Domestic
     Communications Companies. A meeting of the board of a Domestic
     Communications Company or of a board committee of a Domestic Communications
     Company shall not occur without a Security Director in attendance, whether
     as a member or as an observer, unless the issues addressed at such meeting
     in no respect address or affect the obligations of the Domestic
     Communications Company under this Agreement. In the event that the board of
     a Domestic Communications Company or a board committee of a Domestic
     Communications Company must address at a meeting, for reasons of exigent
     circumstances, an issue related to or affecting the obligations of the
     Domestic Communications Company under this Agreement, and all Security
     Director positions are vacant at the time of such a meeting, the absence of
     the Security Director will not prevent the meeting provided that the
     Security Officer of New GX attends the meeting.

     3.20.  Removal of Security Directors. Any Security Director may be removed
     for any reason permitted by the provisions of applicable law or under the
     charter of New GX, provided that:

          (i)    the removal of a Security Director shall not become effective
                 until that Security Director, DOJ, the FBI, DOD and DHS have
                 received written notification, a successor who is qualified to
                 become a Security Director within the terms of this Agreement
                 is selected, DOJ, the FBI, DOD and DHS receive written notice
                 of such selection under the terms of this Agreement, and DOJ,
                 the FBI, DOD or

<PAGE>

                                                                         Page 19

                 DHS do not object to the proposed Security Director within
                 thirty (30) days of such notice; and

          (ii)   notification to DOJ, the FBI, DOD and DHS of the removal of a
                 Security Director shall be the responsibility of the General
                 Counsel of New GX.

     Notwithstanding the foregoing, however, if immediate removal of any
     Security Director is deemed necessary to prevent actual or possible
     violation of any statute or regulation or actual or possible damage to New
     GX, the Security Director may be temporarily suspended, pending written
     notification to the FBI, DOJ, DOD and DHS, and removed upon the approval of
     the removal by the FBI, DOJ, DOD and DHS. The written notification to DOJ,
     FBI, DOD and DHS shall set forth the reasons for the removal if such
     reasons are related to the performance of this Agreement In the event of
     any vacancy in the position of Security Director, however occurring, New GX
     will give prompt written notice of such vacancy to DOJ, the FBI, DOD and
     DHS through the General Counsel of New GX, or if that position is vacant,
     through the Chief Operating Officer of New GX. New GX shall promptly
     nominate a person who meets the qualifications in Section 3.15 to fill such
     vacancy, and shall promptly notify DOJ, the FBI, DOD and DHS in writing of
     such nomination. In no event shall a vacancy for the position of Security
     Director exist for a period of more than ninety (90) days before New GX
     nominates a qualified candidate to fill such vacancy.

     3.21.  Indemnification of Security Directors. New GX shall indemnify and
     hold harmless each Security Director from any and all claims arising from,
     or in any way connected to, his or her performance as a Security Director
     under the Agreement except for his or her own individual gross negligence
     or willful misconduct. New GX shall advance fees and costs incurred in
     connection with the defense of such claim. New GX may purchase insurance to
     cover this indemnification.

     3.22.  Operational Control of New GX Network. Except to the extent and
     under conditions concurred in by the FBI, DOJ, DOD and DHS in writing,
     operational control of the Domestic Communications Infrastructure will be
     restricted to the New GX Network Operating Centers located in the United
     States.

     3.23.  Security Standards and Practices, and Consultations with U.S.
     Government. Domestic Communications Companies will maintain or exceed
     security standards and practices utilized within the U.S.
     telecommunications industry and will consult with the DOJ and other
     appropriate U.S. government agencies on steps to maintain or exceed such
     standards and practices.

     3.24.  Notice of Obligations. Domestic Communications Companies shall
     instruct appropriate officials, employees, contractors, and agents as to
     the security restrictions and safeguards imposed by this Agreement,
     including the reporting requirements in Sections 5.5, 5.6, and 5.7 of this
     Agreement, and shall issue periodic reminders to them of such obligations.

     3.25.  Access to Classified, Controlled Unclassified, or Sensitive
     Information. Nothing contained in this Agreement shall limit or affect the
     authority of a U.S. government agency

<PAGE>

                                                                         Page 20

     to deny, limit or revoke Domestic Communications Companies' access to
     Classified, Controlled Unclassified, and Sensitive Information under that
     agency's jurisdiction.

                              ARTICLE 4: DISPUTES

     4.1.   Informal Resolution. The Parties shall use their best efforts to
     resolve any disagreements that may arise under this Agreement.
     Disagreements shall be addressed, in the first instance, at the staff level
     by the Parties' designated representatives. Any disagreement that has not
     been resolved at that level shall be submitted promptly to the General
     Counsel of New GX, the General Counsel of the FBI, and the Deputy Attorney
     General, Criminal Division, DOJ, the General Counsel of DOD, and the
     General Counsel of DHS or their designees, unless the FBI, DOJ, DOD or DHS
     believes that important national interests can be protected, or a Domestic
     Communications Company believes that its paramount commercial interests can
     be resolved, only by resorting to the measures set forth in Section 4.2 of
     this Agreement. If, after meeting with higher authorized officials, any of
     the Parties determines that further negotiation would be fruitless, then
     that Party may resort to the remedies set forth in Section 4.2 of this
     Agreement. If resolution of a disagreement requires access to Classified
     Information, the Parties shall designate a person or persons possessing the
     appropriate security clearances for the purpose of resolving that
     disagreement.

     4.2.   Enforcement of Agreement. Subject to Section 4.1 of this Agreement,
     if any of the Parties believes that any other of the Parties has breached
     or is about to breach this Agreement, that Party may bring an action
     against the other Party for appropriate judicial relief. Nothing in this
     Agreement shall limit or affect the right of a U.S. government agency to:

          (i)    require that the Party or Parties believed to have breached, or
                 about to breach, this Agreement cure such breach within thirty
                 (30) days upon receiving written notice of such breach;

          (ii)   request that the FCC modify, condition, revoke, cancel or
                 render null and void any license, permit, or other
                 authorization granted or given by the FCC to Domestic
                 Communications Companies, or request that the FCC impose any
                 other appropriate sanction, including but not limited to a
                 forfeiture or other monetary penalty, against Domestic
                 Communications Companies;

          (iii)  seek civil sanctions for any violation by New GX or Domestic
                 Communications Companies of any U.S. law or regulation or term
                 of this Agreement;

          (iv)   pursue criminal sanctions against New GX or Domestic
                 Communications Companies, or any director, officer, employee,
                 representative, or agent of Domestic Communications Companies,
                 or against any other person or entity, for violations of the
                 criminal laws of the United States; or

          (v)    seek suspension or debarment of New GX or Domestic
                 Communications Companies from eligibility for contracting with
                 the U.S. government.

<PAGE>

                                                                         Page 21

     4.3.   Irreparable Injury. New GX agrees that the United States would
     suffer irreparable injury if for any reason a Domestic Communications
     Company failed to perform any of its material obligations under this
     Agreement, and that monetary relief would not be an adequate remedy.
     Accordingly, New GX agrees that, in seeking to enforce this Agreement
     against Domestic Communications Companies, the FBI, DOJ, DOD and DHS shall
     be entitled, in addition to any other remedy available at law or equity, to
     specific performance and immediate injunctive or other equitable relief.
     The obligations in Section 5.5 or 5.6 are material for the purpose of this
     Section. (Listing these sections does not imply that obligations in other
     sections are not material).

     4.4.   Waiver. The availability of any civil remedy under this Agreement
     shall not prejudice the exercise of any other civil remedy under this
     Agreement or under any provision of law, nor shall any action taken by a
     Party in the exercise of any remedy be considered a waiver by that Party of
     any other rights or remedies. The failure of any Party to insist on strict
     performance of any of the provisions of this Agreement, or to exercise any
     right they grant, shall not be construed as a relinquishment or future
     waiver; rather, the provision or right shall continue in full force. No
     waiver by any Party of any provision or right shall be valid unless it is
     in writing and signed by the Party.

     4.5.   Forum Selection. It is agreed by and among the Parties that a civil
     action among the Parties for judicial relief with respect to any dispute or
     matter whatsoever arising under, in connection with, or incident to, this
     Agreement shall be brought, if at all, in the United States District Court
     for the District of Columbia.

     4.6.   Effectiveness of Article 4. This Article 4, and the obligations
     imposed and rights conferred herein, shall be effective upon the execution
     of this Agreement by all the Parties.

                ARTICLE 5: AUDITING, REPORTING, NOTICE AND LIMITS

     5.1.   Filings re de jure or de facto control of a Domestic Communications
     Company. If any Domestic Communications Company makes any filing with the
     FCC or any other Governmental Authority relating to the de facto or de jure
     control of a Domestic Communications Company except for filings with the
     FCC for assignments or transfers of control to any Domestic Communications
     Company that are pro forma, New GX shall promptly provide to the FBI, DOJ,
     DOD and DHS written notice and copies of such filing. This Section 5.1 is
     effective upon execution of this Agreement by all the Parties.

     5.2.   Control of New GX. If any member of the Security Committee or of the
     senior management of New GX or a Domestic Communications Company (including
     the Chief Executive Officer, President, General Counsel, Chief Technical
     Officer, Chief Financial Officer, Head of Network Operations, Head of
     Global Security, Security Officer, or other senior officer) acquires any
     information that reasonably indicates that any single foreign entity or
     individual, other than ST Telemedia has obtained or will likely obtain an
     ownership interest (direct or indirect) in New GX or a Domestic
     Communications Company above ten (10) percent, as determined in accordance
     with 47 C.F.R. Section 63.09, or if any single foreign entity or individual
     has gained or will likely otherwise gain either (1) Control or (2) de facto
     or de jure control of New GX or a Domestic Communications Company, then

<PAGE>

                                                                         Page 22

     such member shall promptly cause to be notified the Security Officer or a
     Security Director, who in turn, shall promptly notify the DOJ, FBI, DOD an
     d DHS in writing. Notice under this section shall, at a minimum:

          (i)    Identify the entity or individual(s) (specifying the name,
                 addresses and telephone numbers of the entity);

          (ii)   Identify the beneficial owners of the increased or prospective
                 increased interest in New GX or a Domestic Communications
                 Company by the entity or individual(s) (specifying the name,
                 addresses and telephone numbers of each beneficial owner); and

          (iii)  Quantify the amount of ownership interest in New GX or a
                 Domestic Communications Company that has resulted in or will
                 likely result in the entity or individual(s) increasing the
                 ownership interest in or control of New GX or a Domestic
                 Communications Company.

     5.3.   Joint Ventures. A Domestic Communications Company may have entered
     into or may enter into joint ventures under which the joint venture or
     entity may provide Domestic Communications.

          (i)    To the extent that such Domestic Communications Company does
                 not have de facto or de jure control over a joint venture or
                 entity, such Domestic Communications Company shall in good
                 faith (a) notify such entity of this Agreement and its
                 purposes, (b) endeavor to have such entity comply with this
                 Agreement as if it were a Domestic Communications Company, and
                 (c) consult with the DOJ, FBI, DOD or DHS about the activities
                 of such entity. Nothing in this Section 5.3 shall be construed
                 to relieve Domestic Communications Companies of obligations
                 under Article 2 of this Agreement.

          (ii)   If a Domestic Communications Company enters into joint venture
                 under which the joint venture or entity may provide Domestic
                 Communications or transmission, switching, bridging, routing
                 equipment (including software and upgrades), facilities used to
                 provide, process, direct, control, supervise or manage Domestic
                 Communications, the Domestic Communications Company must
                 provide DHS with notice no later than 30 days before the joint
                 venture offers Domestic Communications service. DHS will have
                 30 days from receipt of the notice to review and provide the
                 Domestic Communications Company with any objection to the joint
                 venture. Any objection shall be based on national security, law
                 enforcement or public safety grounds. If the DHS objects, the
                 joint venture shall not offer Domestic Communications service.

     5.4.   Outsourcing. A Domestic Communications Company shall not outsource
     functions covered by this Agreement to an entity that is not a Domestic
     Communications Company except pursuant to an outsourcing policy to be
     negotiated with DHS. Such policy shall include prior notice of the proposed
     outsourcing and the right of DHS to object within thirty (30) days to the
     proposed outsourcing; the parties may agree in the outsourcing policy

<PAGE>

                                                                         Page 23

     to exclude classes of outsourcing contracts of a routine and nonsensitive
     nature from this notice and approval requirement. Further:

          (i)    the Domestic Communications Company shall ensure that the
                 entity complies with the applicable terms of this Agreement.

          (ii)   the Domestic Communications Company shall include in its
                 contracts with any such entities written provisions requiring
                 that such entities comply with all applicable terms of this
                 Agreement (and otherwise ensure that such entities are aware
                 of, agree to, and are bound to comply with the applicable
                 obligations of this Agreement);

          (iii)  the Domestic Communications Company shall notify the DOJ, FBI,
                 DOD and DHS within thirty (30) days of contracting out
                 operation of the Domestic Communications Infrastructure to an
                 entity that is not a Domestic Communications Company, which
                 notice shall identify the name of the entity and the nature of
                 the contract;

          (iv)   if the Domestic Communications Company learns that the entity
                 or the entity's employee has violated an applicable provision
                 of this Agreement, the Domestic Communications Company will
                 notify the DOJ, FBI, DOD and DHS promptly; and

          (v)    with consultation and, as appropriate, cooperation with DOJ,
                 FBI, DOD and DHS, the Domestic Communications Company will take
                 reasonable steps necessary to rectify promptly the situation,
                 which steps may (among others) include terminating the
                 arrangement with the entity, including after notice and
                 opportunity for cure, and/or initiating and pursuing litigation
                 or other remedies at law and equity.

     Peering, interconnection and purchase of local access service shall not
     constitute outsourced functions for purposes of this Agreement.

     5.5.   Notice of Foreign Influence. If any member of the Security Committee
     or of the senior management of New GX or a Domestic Communications Company
     (including the Chief Executive Officer, President, General Counsel, Chief
     Technical Officer, Chief Financial Officer, Head of Network Operations,
     Head of Global Security, Security Officer, or other senior officer)
     acquires any information that reasonably indicates that any foreign
     government, any foreign government-controlled entity, or any foreign
     entity:

          (i)    plans to participate or has participated in any aspect of the
                 day-to- day management of New GX or a Domestic Communications
                 Company in such a way that interferes with or impedes the
                 performance by New GX or a Domestic Communications Company of
                 its duties and obligations under the terms of this Agreement,
                 or interferes with or impedes the exercise by New GX or a
                 Domestic Communications Company of its rights under this
                 Agreement, or

<PAGE>

                                                                         Page 24

          (ii)   plans to exercise or has exercised, as a direct or indirect
                 shareholder of New GX or a Domestic Communications Company or
                 their subsidiaries, any Control of New GX or a Domestic
                 Communications Company in such a way that interferes with or
                 impedes the performance by New GX or a Domestic Communications
                 Company of its duties and obligations under the terms of this
                 Agreement, or interferes with or impedes the exercise by New GX
                 or a Domestic Communications Company of its rights under the
                 terms of this Agreement, or in such a way that foreseeably
                 concerns New GX's or a Domestic Communications Company's
                 obligations under this Agreement,

     then such member shall promptly cause to be notified the Security Officer
     or a Security Director, who in turn, shall promptly notify the FBI, DOJ,
     DOD and DHS in writing of the timing and the nature of the foreign
     government's or entity's plans and/or actions.

     5.6.   Reporting of Incidents. New GX and Domestic Communications Companies
     shall take practicable steps to ensure that, if any New GX or Domestic
     Communications Company officer, director, employee, contractor or agent
     acquires any information that reasonably indicates: (a) a breach of this
     Agreement; (b)access to or disclosure of Domestic Communications, or the
     conduct of Electronic Surveillance, in violation of Federal, state or local
     law or regulation; (c) access to or disclosure of CPNI or Subscriber
     Information in violation of Federal, state or local law or regulation
     (except for violations of FCC regulations relating to improper commercial
     use of CPNI); or (d) improper access to or disclosure of Classified,
     Sensitive, or Controlled Unclassified Information, then the individual will
     notify the Security Officer or a Security Director, who will in turn notify
     the FBI, DOJ, DOD and DHS in the same manner as specified in Section 5.5.
     This report shall be made promptly and in any event no later than ten (10)
     c alendar days after New GX or the Domestic Communications Company acquires
     information indicating a matter described in this Section 5.6(a)-(d) of
     this Agreement. New GX and the Domestic Communications Companies shall
     lawfully cooperate in investigating the matters described in this section
     of this Agreement. New GX or the Domestic Communications Company need not
     report information where disclosure of such information would be in
     violation of an order of a court of competent jurisdiction in the United
     States.

     5.7.   Non-Retaliation. New GX and each Domestic Communications Company
     shall, by duly authorized action of its respective Board of Directors,
     adopt and distribute an official corporate policy that strictly prohibits
     New GX or a Domestic Communications Company from discriminating or taking
     any adverse action against any officer, director, employee, contractor or
     agent because he or she has in good faith initiated or attempted to
     initiate a notice or report under Sections 5.2, 5.5 or 5.6 of this
     Agreement, or has notified or attempted to notify directly the Security
     Officer or a Security Director named in the policy to convey information
     that he or she believes in good faith would be required to be reported to
     the FBI, DOJ, DOD and DHS by the Security Officer or a Security Director
     under Sections 5.2, 5.5 or 5.6 of this Agreement. Such corporate policy
     shall set forth in a clear and prominent manner the contact information for
     the Security Officer or one or more Security Directors to whom such
     contacts may be m ade directly by any officer, director, employee,
     contractor or agent for the purpose of such report or notification. Any
     violation

<PAGE>

                                                                         Page 25

     by New GX or a Domestic Communications Company of any material term of such
     corporate policy shall constitute a breach of this Agreement.

     5.8.   Third Party Audits. New GX shall retain and pay for a neutral third
     party to audit objectively on an annual basis its compliance with agreed
     elements of this Agreement. New GX shall provide notice of its selected
     auditor to the DOJ, FBI, DOD and DHS, and the DOJ, FBI, DOD and DHS shall
     be able to review and approve or disapprove the selected auditor and terms
     of reference for that auditor within thirty (30) days of receiving notice.
     In addition, New GX shall provide to the DOJ, FBI, DOD and DHS a copy of
     its contract with the third party auditor, which shall include terms
     defining the scope and purpose of the audits. The DOJ, FBI, DOD and DHS
     shall have the right to review and approve the terms defining the scope and
     purpose of the audits. Through its contract with the third party auditor,
     New GX shall ensure that all reports generated by the auditor are provided
     promptly to the DOJ, FBI, DOD and DHS. Domestic Communications Companies
     also will provide the DOJ, FBI, DOD and DHS with access to facilities ,
     information, and personnel consistent with Sections 5.9 and 5.10 below in
     the event that the DOJ, FBI, DOD or DHS wishes to conduct its own audit of
     a Domestic Communication Company. The terms defining the scope and purpose
     of the audits shall include, at a minimum, the following:

          (i)    Development of an initial vulnerability and risk assessment
                 based on this Agreement, and a detailed audit work plan based
                 on such assessment, which work plan will be subject to review
                 and approval by the DOJ, the FBI, DOD and the DHS;

          (ii)   Authority for the auditor to review and analyze of New GX
                 policies and procedures designed to implement this Agreement;

          (iii)  Authority for the auditor to review and analyze relevant
                 information related to the configuration of the New GX network;

          (iv)   The Head of Network Operations will report periodically on
                 technical advancements that enhance compliance with this
                 Agreement;

          (v)    Authority for the auditor to review and analyze minutes of New
                 GX Board and other Board Committee meetings held in accordance
                 with the terms of this Agreement;

          (vi)   Authority for the auditor to review and analyze Security
                 Director and Security Officer logs and records including, but
                 not limited to, records relating to facility visits, employee
                 screening data and any reports submitted in accordance with
                 Section 5.6 of this Agreement;

          (vii)  Authority for the auditor to conduct a reasonable number of
                 unannounced inspections of New GX Network Operating Centers and
                 other key facilities each year.

<PAGE>

                                                                         Page 26

          (viii) Authority for the auditor to conduct a reasonable volume of
                 random testing of network firewalls, access points and other
                 systems for potential vulnerabilities; and

          (ix)   Authority for the auditor to conduct a reasonable number of
                 confidential interviews of New GX employees concerning
                 compliance with this Agreement.

     5.9.   Access to Information and Facilities. FBI, DOJ, DOD and DHS may
     visit with thirty (30) minutes notice, any part of Domestic Communications
     Companies' Domestic Communications Infrastructure and security offices to
     conduct on-site reviews concerning the implementation of the terms of this
     Agreement and may at any time require unimpeded access to information
     concerning technical, physical, management, or other security measures
     needed by the FBI, DOJ, DOD or DHS to verify compliance with the then-
     effective terms of this Agreement. Within sixty (60) days of the Effective
     Date, the parties will develop procedures for implementation of this
     Section 5.9.

     5.10.  Access to Personnel. Upon reasonable notice from the FBI, DOJ, DHS
     or DOD Domestic Communications Companies will make available for interview
     officers or employees of Domestic Communications Companies, and will
     require contractors to make available appropriate personnel located in the
     United States who are in a position to provide information to verify
     compliance with the then-effective terms of this Agreement.

     5.11.  Annual Report. On or before the last day of January of each year,
     the Head of Global Security shall submit to the FBI, DOJ, DOD and DHS a
     report assessing Domestic Communications Companies' compliance with the
     terms of this Agreement for the preceding calendar year. The report shall
     include:

          (i)    a copy of all audit reports compiled by the third party auditor
                 conducted pursuant to Section 5.8 of this Agreement;

          (ii)   a copy of the policies and procedures adopted to comply with
                 this Agreement;

          (iii)  a summary of the changes, if any, to the policies or
                 procedures, and the reasons for those changes;

          (iv)   a summary of any known acts of material noncompliance with the
                 terms of this Agreement, whether inadvertent or intentional,
                 with a discussion of what steps have been or will be taken to
                 prevent such acts from occurring in the future; and

          (v)    identification of any other issues that, to Domestic
                 Communications Companies' knowledge, will or reasonably could
                 affect the effectiveness of or compliance with this Agreement.

     New GX and all Domestic Communications Companies shall make available to
     the Security Officer, in a timely fashion, all information necessary to
     complete the report required by this Section.

<PAGE>

                                                                         Page 27

     5.12.  Notice of Establishment of Additional Network Operating Centers. In
     the event New GX establishes a new Network Operating Center, New GX shall
     provide prior written notice of such establishment to the DOJ, FBI, DOD and
     DHS at least ninety (90) days prior to the commencement of operations of
     such Network Operating Center.

     5.13.  Information and Reports Concerning Network Architecture. New GX
     shall provide to the DOJ, FBI, DHS and DOD, on a quarterly basis, the
     following information regarding the interconnections and control of the
     Domestic Communications Infrastructure: (i) A description of the plans,
     processes and/or procedures, relating to network management operations,
     that prevent the Domestic Communications Infrastructure from being accessed
     or controlled from outside the United States.

          (ii)   A description of the placement of Network Operations Centers
                 and interconnection (for service offload or administrative
                 activities) to other domestic and international carriers, ISPs
                 and critical U.S. financial, energy, and transportation
                 infrastructures.

          (iii)  A description of New GX's IP networks and operations processes,
                 procedures for management control and relation to the backbone
                 infrastructures of other service providers.

          (iv)   A description of any unique or proprietary control mechanisms
                 of New GX as well as of New GX's operating and administrative
                 software.

          (v)    A report of Network Management Information that includes an
                 assurance that network performance satisfies FCC rules and
                 reporting requirements.

     New GX shall promptly report any material changes, upgrades and/or
     modifications to the items described in (i) - (v) above, including the
     installation of critical equipment and software. For the purposes of this
     section, critical equipment and software shall include: routers, switches,
     gateways, network security appliances, network management/test equipment,
     operating systems and network and security software (including new
     versions, patches, upgrades, and replacement software), and other hardware,
     software, or systems performing similar functions. Monitors, desktop
     computers, desktop computer applications, disk drives power supplies,
     printers, racks and the like are not "critical equipment or software"
     unless they perform functions similar to those of the items described in
     (i) - (v) above. Similarly, "material" shall refer to those changes,
     modifications and upgrades that alter network operating characteristics or
     architecture--it does not apply to spare parts replacement, the one-for-one
     swapping of identical equipment or the related re-loading of system
     software or backups; provided, however, that network security configuration
     and capabilities remain unchanged.

     5.14.  Notices. Effective upon execution of this Agreement by all the
     Parties, all notices and other communications given or made relating to
     this Agreement, such as a proposed modification, shall be in writing and
     shall be deemed to have been duly given or made as of the date of receipt
     and shall be (a) delivered personally, or (b) sent by facsimile, or (except
     as noted below) (c) sent by documented overnight courier service, or (d)
     sent by registered

<PAGE>

                                                                         Page 28

     or certified mail, postage prepaid, addressed to the Parties' designated
     representatives at the addresses shown below, or to such other
     representatives at such others addresses as the Parties may designate in
     accordance with this Section:

     Department of Justice
     Assistant Attorney General
     Criminal Division
     Main Justice
     950 Pennsylvania Avenue, N.W.
     Washington, DC 20530

     Federal Bureau of Investigation
     General Counsel
     935 Pennsylvania Avenue, N.W.
     Washington, DC 20535

     Department of Defense

     Office of General Counsel
     Attn: Deputy General Counsel
      for Acquisition and Logistics
     The Pentagon, Room 3D973
     1600 Defense Pentagon
     Washington, DC 20301-1600

     Department of Homeland Security
     Washington, D.C. 20528
     Attn: General Counsel, Office of the General Counsel
     Telephone: 202-692-4237
     Fax: 202-282-8415
     (By Personal Delivery or E-mail Only)

     Global Crossing Ltd.
     200 Park Avenue, Third Floor
     Florham Park, NJ 07932
     Attn:   General Counsel
     Telephone: (973)937-0312
     Fax: (973)360-0538

     GC Acquisition Limited
     200 Park Avenue, Third Floor
     Florham Park, NJ 07932
     Attn:   General Counsel
     Telephone: (973)937-0312
     Fax: (973)360-0538

<PAGE>

                                                                         Page 29

     Singapore Technologies Telemedia Pte Ltd
     51 Cuppage Road
     #10-11/17, StarHub Centre
     Singapore 229469
     Attn:   General Counsel
     Telephone: (65)6723-8777
     Fax: (65)6720-7277]

With a copy to:

     GC Acquisition Limited
     Wessex House, 1st Floor
     45 Reid Street
     Hamilton HM 12, Bermuda

     Federal Bureau of Investigation
     The Assistant Director
     National Security Division
     935 Pennsylvania Avenue, N.W.
     Washington, DC 20535

                     ARTICLE 6: FREEDOM OF INFORMATION ACT

     6.1.   Protection from Disclosure. The DOJ, FBI, DOD and DHS shall take all
     reasonable measures to protect from public disclosure all information
     submitted by a Domestic Communications Company or other entities in
     accordance with the terms of this Agreement to the DOJ, FBI, DOD or DHS in
     connection with this Agreement and clearly marked with the legend "Business
     Confidential; subject to protection under 5 U.S.C. Section 552(b); not to
     be released without notice to the filing party" or similar-designation.
     Such markings shall signify that it is the company's position that the
     information so marked constitutes "trade secrets" and/or "commercial or
     financial information obtained from a person and privileged or
     confidential," or otherwise warrants protection within the meaning of 5
     U.S.C. Section 552(b)(4). For the purposes of 5 U.S.C. Section 552(b)(4),
     the Parties agree the information so marked is voluntarily submitted. If a
     request is made under 5 U.S.C. Section 552(a)(3) for information so marked,
     and disclosure of any information (including disclosure in redacted form)
     is contemplated, the DOJ, FBI, DOD or DHS, as appropriate, shall notify the
     company of the intended disclosure as provided by executive Order 12600, 52
     Fed. Reg. 23781 (June 23, 1987). If the Domestic Communications Company
     objects to the intended disclosure and its objections are not sustained,
     the DOJ, FBI, DOD or DHS, as appropriate, shall notify the company of its
     intention to release (as provided by Section 5 of Executive Order 12600)
     not later than five business days prior to disclosure of the challenged
     information. The Parties note that information submitted by Domestic
     Communications Company or other entities in accordance with the terms of
     this Agreement may be protected from disclosure under the Critical
     Information Infrastructure Act of 2002.

     6.2.   Use of Information for U.S. Government Purposes. Nothing in this
     Agreement shall prevent the FBI, DOJ, or DHS from lawfully disseminating
     information as

<PAGE>

                                                                         Page 30

     appropriate to seek enforcement of this Agreement, or from lawfully sharing
     information as appropriate with other Federal, state, or local government
     agencies to protect public safety, law enforcement, or national security
     interests, provided that the FBI, DOJ, DOD or DHS, take all reasonable
     measures to protect from public disclosure the information marked as
     described in Section 6.1.

     6.3.   Unlawful Disclosure of Information. The DOJ, FBI, DOD or DHS,
     acknowledge that officers and employees of the United States and of any
     department or agency thereof are subject to liability under 18 U.S.C.
     Section 1905 for unlawful disclosure of information provided to them by
     other Parties to this Agreement.

                       ARTICLE 7: FCC CONDITION AND CFIUS

     7.1.   FCC Approval. Upon the execution of this Agreement by all the
     Parties. the DOJ, FBI, DOD or DHS shall promptly notify the FCC that,
     provided the FCC adopts a condition substantially the same as set forth in
     Exhibit A attached hereto (the "Condition to FCC Authorization"), the DOJ,
     FBI, DOD and DHS have no objection to the FCC's grant of the applications
     filed with the FCC in FCC IB Docket No. 02-286. This Section 7.1 is
     effective upon execution of this Agreement by all the Parties.

     7.2.   Future Applications. New GX agrees that, in any application or
     petition by any Domestic Communications Company to the FCC for licensing or
     other authority filed with or granted by the FCC after the Effective Date,
     except with respect to pro forma assignments or pro forma transfers of
     control, the Domestic Communications Company Shall request that the FCC
     condition the grant of such licensing or other authority on compliance with
     the terms of this Agreement. Notwithstanding Section 8.10, the FBI, the
     DOJ, DOD and DHS reserve the right to object, formally or informally, to
     the grant of any other FCC application or petition of a Domestic
     Communications Company for a license or other authorization under Titles II
     or III of the Communications Act of 1934, as amended, and to seek
     additional or different terms that would, consistent with the public
     interest, address any threat to their ability to enforce the laws, preserve
     the national security, and protect the public safety raised by the
     transactions underlying such applications or petitions.

     7.3.   CFIUS. Provided that the FCC adopts the Condition to FCC
     Authorization, the Attorney General, the Secretary of Defense and the
     Secretary of Homeland Security shall not make any objection to the CFIUS or
     the President concerning ST Telemedia's investment in New GX or grant of
     the applications filed with the FCC in FCC IB Docket No. 02-286. This
     commitment, however, does not extend to any objection the Attorney General,
     the Secretary of Defense or the Secretary of Homeland Security may wish to
     raise with the CFIUS or the President in the event that(a) New GX fails to
     comply with the terms of this Agreement, (b) the Attorney General, the
     Secretary of Defense or the Secretary of Homeland Security learns that the
     representations of New GX made to the DOJ, the FBI, the DOD, the DHS or the
     FCC above are materially untrue or incomplete, (c) there is a material
     increase in the authority of a foreign entity to exercise Control of New GX
     or a Domestic Communications Company, or (d) there is any other material
     change in the circumstances associated with the transactions at issue.

<PAGE>

                                                                         Page 31

                                ARTICLE 8: OTHER

     8.1.   Role of GCL. GCL is a Party on account of its central role in both
     the negotiation of this Agreement and the establishment of New GX.
     Notwithstanding the foregoing, New GX and GCL stipulate that, upon the
     Effective Date, GCL will not Control New GX or any of the Domestic
     Communications Companies, and consequently will have no ability or
     obligation to ensure compliance by New GX or the Domestic Communications
     Companies after the Effective Date.

     8.2.   Obligations of New GX. New GX shall cause Domestic Communications
     Companies to comply with this Agreement and, where appropriate, shall act
     through its subsidiaries to discharge its obligations under this Agreement.

     8.3.   Right to Make and Perform Agreement. GCL, New GX and ST Telemedia
     each represent that they have and shall continue to have throughout the
     term of this Agreement the full right to enter into this Agreement and
     perform its obligations hereunder and that this Agreement is a legal,
     valid, and binding obligation of GCL, New GX and ST Telemedia enforceable
     in accordance with its terms.

     8.4.   Headings. The Article headings and numbering in this Agreement are
     inserted for convenience only and shall not affect the meaning or
     interpretation of the terms of this Agreement.

     8.5.   Other Laws. Nothing in this Agreement is intended to limit or
     constitute a waiver of (a) any obligation imposed by any U.S. Federal,
     state or local laws on GCL, New GX or any Domestic Communications Company,
     (b) any enforcement authority available under any U.S. or state laws, (c)
     the sovereign immunity of the United States, or (d) any authority the U.S.
     government may possess (including without limitation authority pursuant to
     International Emergency Economic Powers Act) over the activities of GCL,
     New GX or any Domestic Communications Company located within or outside the
     United States. Nothing in this Agreement is intended to or is to be
     interpreted to require the Parties to violate any applicable U.S. law.

     8.6.   Statutory References. All references in this Agreement to statutory
     provisions shall include any future amendments to such statutory
     provisions.

     8.7.   Non-Parties. Nothing in this Agreement is intended to confer or does
     confer any rights on any person other than the Parties and any Governmental
     Authorities entitled to effect Electronic Surveillance pursuant to Lawful
     U.S. Process.

     8.8.   Modifications. This Agreement may only be modified by written
     agreement signed by all of the Parties. The DOJ, FBI, DOD and DHS agree to
     consider in good faith and promptly possible modifications to this
     Agreement if GCL or the New GX believes that the obligations imposed on
     GCL, New GX or the Domestic Communications Companies under this Agreement
     are substantially more restrictive than those imposed on other U.S. and
     foreign licensed service providers in like circumstances in order to
     protect U.S. national security, law enforcement, and public safety
     concerns. Any substantial modifications to this

<PAGE>

                                                                         Page 32

     Agreement shall be reported to the FCC within thirty (30) days after
     approval in writing by the Parties.

     8.9.   Changes in Circumstances for New GX or Domestic Communications
     Companies. The DOD, FBI, DOD and DHS agree to negotiate in good faith and
     promptly with respect to any request by New GX or a Domestic Communications
     Company for relief from application of specific provisions of this
     Agreement: (a)if a Domestic Communications Company provides Domestic
     Communications solely through the resale of transmission or switching
     facilities owned by third parties, or (b)as regards future Domestic
     Communications Company activities or services, if those provisions become
     unduly burdensome or adversely affect New GX's or a Domestic Communications
     Company's competitive position.

     8.10.  Changes in Circumstances for the DOJ, FBI, DHS or the DOD. If after
     the date that all the Parties have executed this Agreement the DOJ, FBI,
     DOD or DHS finds that the terms of this Agreement are inadequate to address
     national security, law enforcement, or public safety concerns presented,
     then the other Parties will negotiate in good faith to modify this
     Agreement to address those concerns. In the event that improvements in
     technology may enhance the efficacy of this agreement to protect the
     national security, enforce the laws or protect the safety of the public,
     the parties will work promptly to amend the Agreement to implement such
     advances.

     8.11.  Periodic Review. To ensure that this Agreement and the policies
     implemented in furtherance of this Agreement continue to adequtely
     preserve the national security, law enforcement and public safety
     objectives, the terms of this Agreement and those policies shall be
     reviewed by the parties at least every 18 months from the Execution Date.

     8.12.  Sovereign Immunity. ST Telemedia stipulates that it operates as a
     commercial entity and its commercial operations are wholly separate from
     the government of the Republic of Singapore. Nevertheless, to resolve any
     ambiguity regarding its status as a commercial entity operating wholly
     separate from any governmental entity, ST Telemedia agrees that, to the
     extent that it or any of its property is or becomes entitled at any time to
     any immunity on the ground of sovereignty or otherwise base upon a status
     as an agency or instrumentality of government from any legal action, suit
     or proceeding or from setoff or counterclaim arising from compliance with
     this Agreement from the jurisdiction of any competent court from service of
     process, from attachment prior to judgment, from attachment in and of
     execution of a judgment from execution pursuant to a judgment or arbitral
     award, or from any other legal process in any jurisdiction, to the extent
     allowable by law, it, for itself and its property expressly, irrevocably
     and unconditionally waives, and agrees not to plead or claim, any immunity
     with respect to matters arising with respect to compliance with this
     Agreement or the obligations herein (including any obligation for the
     payment of money) in any proceeding brought by a Party. ST Telemedia agrees
     that the waiver in this provision is irrevocable and is not subject to
     withdrawal in any jurisdiction or under any statute, including the Foreign
     Sovereign Immunities Act, 28 U.S.C. section 1602 et seq. The foregoing
     waiver shall constitute a present waiver of immunity at any time any action
     is initiated by a Party with respect to or relating to this Agreement.

<PAGE>

                                                                         Page 33

     8.13.  Severability. The provisions of this Agreement shall be severable
     and if any provision thereof or the application of such provision under any
     circumstances is held invalid by a court of competent jurisdiction, it
     shall not affect any other provision of this Agreement or the application
     of any provision thereof.

     8.14.  Counterparts. This Agreement may be executed in one or more
     counterparts, including by facsimile, each of which shall together
     constitute one and the same instrument.

     8.15.  Successors and Assigns. This Agreement shall inure to the benefit
     of, and shall be binding upon, the Parties and their respective successors
     and assigns.

     8.16.  Effectiveness of Agreement. Except as otherwise specifically
     provided in the provisions of this Agreement, the obligations imposed and
     rights conferred by this Agreement shall take effect upon the Effective
     Date.

     8.17.  Termination of Agreement. If the Purchase Agreement is terminated
     prior to the Effective Date, GCL shall promptly provide written
     notification of such termination to the FBI, DOJ, DHS and DOD, and upon
     receipt of such written notice, this Agreement shall automatically
     terminate. After the Effective Date, this Agreement shall terminate upon
     thirty (30) days prior written notice from New GX to the FBI, DOJ, DHS and
     DOD, provided that at such time there is no Domestic Communications
     Company.

     8.18.  Suspension of Agreement With Respect to a Domestic Communications
     Company. This Agreement shall be suspended upon thirty (30) days notice to
     the DOJ, FBI, DOD and DHS with respect to any covered New GX entity if said
     entity is no longer a Domestic Communications Company.

     8.19.  Suspension of Agreement If No Significant Foreign Ownership. This
     Agreement shall be suspended in its entirety with respect to New GX and all
     Domestic Communications Companies thirty (30) days after receipt from New
     GX of notice and documentation reasonably satisfactory to the DOJ, FBI,
     DOD, and DHS that neither ST Telemedia nor any other foreign entity either
     Controls New GX or a Domestic Communications Company or holds, directly or
     indirectly, a ten (10) percent or greater interest in New GX or a Domestic
     Communications Company, unless the DOJ, FBI, DOD and DHS notify New GX
     within said thirty (30) day period that this Agreement shall not be
     suspended in order to protect U.S. national security, law enforcement, and
     public safety concerns. If this Agreement is not suspended pursuant to this
     provision, the DOJ, FBI, DOD and DHS agree to consider promptly and in good
     faith possible modifications to this Agreement. Notwithstanding anything to
     the contrary in this Section 8.19, this Agreement shall remain in effect
     with respect to New GX and the Domestic Communications Companies for so
     long as (and the obligations of New GX and the Domestic Communications
     Companies shall not be suspended and any suspension of the obligations of
     New GX and the Domestic Communications Companies shall terminate if) ST
     Telemedia or any other foreign entity shall either Control or hold, at any
     time does hold, or is a party to an agreement to hold, directly or
     indirectly, a ten (10) percent or greater ownership interest in New GX or
     any

<PAGE>

                                                                         Page 34

     Domestic Communications Company or any transferee or assignee of the FCC
     licenses or authorizations held by New GX or a Domestic Communications
     Company.

     8.20.  Pledging of Stock or Assets of Domestic Communications Companies.
     Nothing in this Agreement shall be intepreted to prevent New GX from
     pledging the stock or assets of any Domestic Communications Company in
     connection with the borrowing of funds and similar financial activities by
     New GX, nor shall such pledging of stock or assets excuse performance of
     the obligations in this Agreement by New GX or any Domestic Communications
     Company.

     8.21.  Effectiveness of Article 8. This Article 8, and the obligations
     imposed and rights conferred herein, shall be effective upon the execution
     of this Agreement by all the Parties.

This Agreement is executed on behalf of the Parties:

                                        Global Crossing Ltd.


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:


                                        GC Acquisition Limited


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:


                                        Singapore Technologies Telemedia Pte Ltd


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:


                                        United States Department of Justice


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:


                                        Federal Bureau of Investigation


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:

<PAGE>

                                                                         Page 35

                                        United States Department of Defense


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:


                                        United States Department of Homeland
                                        Security


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:

<PAGE>

This Agreement is executed on behalf of the Parties:

                                        Global Crossing Ltd.


Date: Sept. 8, 2003                     By: /s/ John J. Legere
     -----------------                     -------------------------------------
                                        Printed Name: John J. Legere
                                        Title: Chief Executive Officer


                                        GC Acquisition Limited


Date: Sept. 8, 2003                     By: /s/ John J. Legere
     -----------------                     -------------------------------------
                                        Printed Name: John J. Legere
                                        Title: Attorney-in-Fact


                                        Singapore Technologies Telemedia Pte Ltd


Date: 8 September 2003                  By: /s/ Lee Theng Kiat
     -----------------                     -------------------------------------
                                        Printed Name: Lee Theng Kiat
                                        Title: President and Chief Executive
                                               Officer


                                        United States Department of Justice


Date: Sept. 23, 2003                    By: /s/ John G. Malcolm
     -----------------                     -------------------------------------
                                        Printed Name: John G. Malcolm
                                        Title: Deputy Assistant Attorney General


                                        Federal Bureau of Investigation


Date: Sept. 23, 2003                    By: /s/ Patrick W. Kelley
     -----------------                     -------------------------------------
                                        Printed Name: Patrick W. Kelley
                                        Title: Deputy General Counsel


                                        United States Department of Defense


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:


                                        United States Department of Homeland
                                        Security


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:

<PAGE>

                                                                         Page 35

                                        United States Department of Defense


Date:                                   By: /s/
     -----------------                      -----------------------------------
                                            Printed Name:
                                            Title:


                                        United States Department of Homeland
                                        Security


Date: 22 Sept. 2003                     By: /s/ Robert P. Liscovski
     -----------------                      -----------------------------------
                                            Printed Name: Robert P. Liscovski
                                            Title: Assistant Secretary for
                                                   (Illegible)

<PAGE>

                                                                         Page 35

                                        United States Department of Defense


Date: 9/24/03                           By: /s/ Linton Wells II
     -----------------                     -------------------------------------
                                        Printed Name: Linton Wells II
                                        Title: Principal Deputy Asst. Secretary


                                        United States Department of Homeland
                                        Security


Date:_________________                  By:_____________________________________
                                        Printed Name:
                                        Title:

<PAGE>

                                                                         Page 36

                                   EXHIBIT A

                         CONDITION TO FCC AUTHORIZATION

     IT IS FURTHER ORDERED, that consent to the transfer of control of New GX
and grant of a declaratory ruling pursuant to 47 U.S.C. Section 310(b)(4) are
subject to compliance with the provisions of the Agreement attached hereto among
GCL, New GX and ST Telemedia, on the one hand, and the United States Department
of Justice (the "DOJ"), the Federal Bureau of Investigation (the "FBI"), the
United States Department of Defense ("DOD") and the United States Department of
Homeland Security ("DHS"), on the other, dated _______, which Agreement is
designed to address national security, law enforcement, and public safety issues
of the DOJ, the FBI, the DOD and the DHS regarding the authority granted herein.
Nothing in this Agreement is intended to limit any obligation imposed by Federal
law or regulation including, but not limited to, 47 U.S.C. Section 222(a) and
(c)(1) and the FCC's implementing regulations.