{"id":40962,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-global-crossing-ltd-global-crossing-holdings.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-global-crossing-ltd-global-crossing-holdings","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-global-crossing-ltd-global-crossing-holdings.html","title":{"rendered":"Credit Agreement &#8211; Global Crossing Ltd., Global Crossing Holdings Ltd., Global Crossing North America Inc., Chase Manhattan Bank, Goldman Sachs Credit Partners LP, Citicorp USA Inc., Merrill Lynch Capital Corp., Chase Securities Inc., Salomon Smith Barney Inc., Merrill Lynch &#038; Co., CIBC World Markets Corp. and Deutsche Bank Securities Inc."},"content":{"rendered":"<pre>                                                                [Conformed Copy]\n\n                     Amended and Restated Credit Agreement\n                          dated as of August 10, 2000\n                                     among\n\n                             Global Crossing Ltd.\n                         Global Crossing Holdings Ltd.\n                      Global Crossing North America, Inc.\n                           The Lenders Party Hereto\n                                      and\n________________________________________________________________________________\n\n                   $1,000,000,000 Revolving Credit Facility\n\n               The Chase Manhattan Bank as Administrative Agent\n                                      and\n            Goldman Sachs Credit Partners L.P. as Syndication Agent\nCiticorp USA, Inc., Merrill Lynch Capital Corporation as Co-Documentation Agents\n\n           Chase Securities Inc., Goldman Sachs Credit Partners L.P.\n                as Joint Lead Arrangers and Joint Book Managers\n                                      and\n                Salomon Smith Barney Inc., Merrill Lynch &amp; Co.,\n          CIBC World Markets Corp. and Deutsche Bank Securities Inc.\n                                 as Arrangers\n________________________________________________________________________________\n\n                     $700,000,000 Revolving Term Facility\n                           $550,000,000 Term Loan B\n\n               The Chase Manhattan Bank as Administrative Agent\n                                      and\n            Goldman Sachs Credit Partners L.P. as Syndication Agent\nCiticorp USA, Inc., Merrill Lynch Capital Corporation as Co-Documentation Agents\n\n       Chase Securities Inc. as Sole Book Manager and Sole Lead Arranger\n\n                  ABN Amro Bank, N.V., Bank of America, N.A.,\n                 Barclays Bank plc, CIBC World Markets Corp.,\n      Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P.,\n           Merrill Lynch &amp; Co., Salomon Smith Barney Inc. and WestLB\n                                 as Arrangers\n\n \n                               TABLE OF CONTENTS\n\n \n\n                                                                                   Page\n                                                                                   ----\n                                                                                 \n                                   ARTICLE I\n\n                                  DEFINITIONS\n\n SECTION 1.01.  Defined Terms......................................................   1\n SECTION 1.02.  Classification of Loans and Borrowings.............................  34\n SECTION 1.03.  Terms Generally....................................................  34\n SECTION 1.04.  Accounting Terms; GAAP; Treatment of Unrestricted Subsidiaries.....  35\n SECTION 1.05.  Construction of the Term \"Borrower\"................................  35\n SECTION 1.06.  Delivery of Lender Addenda.........................................  36\n\n                                   ARTICLE II\n\n                                  THE CREDITS\n\n SECTION 2.01.  Commitments........................................................  36\n SECTION 2.02.  Loans and Borrowings...............................................  36\n SECTION 2.03.  Requests for Borrowings............................................  37\n SECTION 2.04.  Swingline Loans....................................................  38\n SECTION 2.05.  Letters of Credit..................................................  40\n SECTION 2.06.  Funding of Borrowings..............................................  44\n SECTION 2.07.  Interest Elections.................................................  45\n SECTION 2.08.  Termination and Reduction of Commitments; Increase of Commitments..  46\n SECTION 2.09.  Repayment of Loans; Evidence of Debt...............................  48\n SECTION 2.10.  Amortization of Term Loans.........................................  49\n SECTION 2.11.  Prepayment of Loans; Assumption of Loans...........................  50\n SECTION 2.12.  Fees...............................................................  53\n SECTION 2.13.  Interest...........................................................  54\n SECTION 2.14.  Alternate Rate of Interest.........................................  55\n SECTION 2.15.  Increased Costs....................................................  55\n SECTION 2.16.  Break Funding Payments.............................................  57\n SECTION 2.17.  Taxes..............................................................  57\n SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-Offs........  59\n SECTION 2.19.  Mitigation Obligations; Replacement of Lenders.....................  60\n\n\n                                      (i)\n\n \n\n\n                                                                                   Page\n                                                                                   ----\n                                                                                \n                                     ARTICLE III\n\n                            REPRESENTATIONS AND WARRANTIES\n\n SECTION 3.01.  Organization; Powers; Licenses...................................... 61\n SECTION 3.02.  Authorization; Enforceability; Effectiveness........................ 61\n SECTION 3.03.  Governmental Approvals; No Conflicts................................ 62\n SECTION 3.04.  Financial Condition; No Material Adverse Change..................... 62\n SECTION 3.05.  Properties.......................................................... 63\n SECTION 3.06.  Litigation and Environmental Matters................................ 63\n SECTION 3.07.  Compliance with Laws and Agreements................................. 64\n SECTION 3.08.  Investment and Holding Company Status............................... 64\n SECTION 3.09.  Taxes............................................................... 64\n SECTION 3.10.  ERISA............................................................... 64\n SECTION 3.11.  Disclosure.......................................................... 64\n SECTION 3.12.  Subsidiaries and Collateral......................................... 65\n SECTION 3.13.  Insurance........................................................... 65\n SECTION 3.14.  Labor Matters....................................................... 65\n SECTION 3.15.  Senior Indebtedness................................................. 65\n SECTION 3.16.  Regulatory Matters; Etc............................................. 65\n SECTION 3.17.  Indenture Compliance................................................ 66\n SECTION 3.18.  Margin Regulations.................................................. 66\n\n                                          ARTICLE IV\n\n                                          CONDITIONS\n\n SECTION 4.01.  Restatement Effective Date.......................................... 66\n SECTION 4.02.  Each Credit Event................................................... 68\n\n                                          ARTICLE V\n\n                                     AFFIRMATIVE COVENANTS\n\n SECTION 5.01.  Financial Statements and Other Information.......................... 69\n SECTION 5.02.  Notices of Material Events.......................................... 70\n SECTION 5.03.  Existence; Conduct of Business...................................... 71\n SECTION 5.04.  Payment of Obligations.............................................. 71\n SECTION 5.05.  Maintenance of Properties........................................... 71\n SECTION 5.06.  Insurance........................................................... 71\n SECTION 5.07.  Books and Records; Inspection and Audit Rights...................... 71\n\n\n                                     (ii)\n\n \n\n\n                                                                                              Page\n                                                                                              ----\n                                                                                           \n SECTION 5.08.  Compliance with Laws..........................................................  71\n SECTION 5.09.  Use of Proceeds and Letters of Credit.........................................  72\n SECTION 5.10.  Additional Subsidiaries.......................................................  72\n SECTION 5.11.  Further Assurances............................................................  72\n\n\n                                             ARTICLE VI\n\n                                         NEGATIVE COVENANTS\n\n SECTION 6.01.  Indebtedness; Certain Equity Securities.......................................  73\n SECTION 6.02.  Liens.........................................................................  76\n SECTION 6.03.  Fundamental Changes...........................................................  77\n SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions.....................  79\n SECTION 6.05.  Asset Sales and Designations of and Investments in Unrestricted Subsidiaries..  81\n SECTION 6.06.  Sale and Leaseback Transactions...............................................  85\n SECTION 6.07.  Hedging Agreements............................................................  86\n SECTION 6.08.  Restricted Payments; Certain Payments of Indebtedness.........................  86\n SECTION 6.09.  Transactions with Affiliates..................................................  87\n SECTION 6.10.  Restrictive Agreements........................................................  88\n SECTION 6.11.  Amendment of Material Documents...............................................  89\n SECTION 6.12.  Interest Expense Coverage Ratio...............................................  89\n SECTION 6.13.  Total Leverage Ratio..........................................................  89\n SECTION 6.14.  Synthetic Repurchases.........................................................  89\n\n                                            ARTICLE VII\n\n                                         EVENTS OF DEFAULT....................................  90\n\n                                            ARTICLE VIII\n\n                                      THE ADMINISTRATIVE AGENT................................  93\n\n                                             ARTICLE IX\n\n                                            MISCELLANEOUS\n\n SECTION 9.01.  Notices.......................................................................  95\n SECTION 9.02.  Waivers; Amendments...........................................................  96\n SECTION 9.03.  Expenses; Indemnity; Damage Waiver............................................  98\n\n\n                                     (iii)\n\n \n\n\n                                                                                              Page\n                                                                                              ----\n                                                                                           \n SECTION 9.04.  Successors and Assigns.......................................................  100\n SECTION 9.05.  Survival.....................................................................  103\n SECTION 9.06.  Counterparts; Integration; Effectiveness.....................................  103\n SECTION 9.07.  Severability.................................................................  103\n SECTION 9.08.  Right of Setoff..............................................................  103\n SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process...................  104\n SECTION 9.10.  WAIVER OF JURY TRIAL.........................................................  104\n SECTION 9.11.  Headings.....................................................................  105\n SECTION 9.12.  Confidentiality..............................................................  105\n SECTION 9.13.  Interest Rate Limitation.....................................................  105\n SECTION 9.14.  Conversion of Currencies.....................................................  106\n SECTION 9.15.  Waiver of Certain Defaults...................................................  106\n\n\n                                     (iv)\n\n \nSCHEDULES:\n\nSchedule 1.01(a)      --  The LECs\nSchedule 1.01(b)      --  GCNA Subsidiaries that are not Loan Parties\nSchedule 2.01         --  Commitments\nSchedule 3.12         --  Subsidiaries and Collateral\nSchedule 6.01         --  Existing Indebtedness\nSchedule 6.02         --  Existing Liens\nSchedule 6.04         --  Existing Investments\nSchedule 6.10         --  Existing Restrictions\n\nEXHIBITS:\n--------\n\nExhibit A         --  Form of Assignment and Acceptance\nExhibit B-1       --  Form of Opinion of James C. Gorton, General Counsel of\n                      Limited\nExhibit B-2       --  Form of Opinion of Simpson Thacher &amp; Bartlett, counsel for\n                      Limited and certain of the Subsidiaries\nExhibit B-3       --  Form of Opinion of Martin T. McCue, Senior Vice President\n                      and General Counsel of GCNA\nExhibit C         --  Copy of Guarantee Agreement\nExhibit D         --  Copy of Indemnity, Subrogation and Contribution Agreement\nExhibit E         --  Copy of Pledge Agreement\nExhibit F         --  Form of Reaffirmation Agreement\nExhibit G         --  Form of Lender Addendum\n\n                                      (v)\n\n \n          AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 10, 2000,\namong GLOBAL CROSSING LTD., GLOBAL CROSSING HOLDINGS LTD., GLOBAL CROSSING NORTH\nAMERICA, INC., the LENDERS party hereto, including each Revolving Term Lender\n(as defined below) and each Tranche B Lender (as so defined) that becomes a\nparty hereto pursuant to a Lender Addendum (as so defined), and THE CHASE\nMANHATTAN BANK, as Administrative Agent.\n\n     Global Crossing Ltd., Global Crossing Holdings Ltd., Global Crossing North\nAmerica, Inc. (formerly known as Frontier Corporation), certain of the Lenders\nparty hereto and the Administrative Agent are parties to a Credit Agreement\ndated as of July 2, 1999 (as heretofore modified and supplemented and in effect\nimmediately before giving effect to the amendment and restatement contemplated\nhereby, the \"Existing Credit Agreement\"), providing for \"Revolving Loans\",\n             -------------------------                                    \n\"Tranche A Term Loans\" and \"Tranche B Term Loans\" in an aggregate principal\namount of $3,000,000,000.  All of the Tranche A Term Loans and Tranche B Term\nLoans made under the Existing Credit Agreement have previously been paid in\nfull.\n\n     The Borrowers have now requested that the Existing Credit Agreement be\namended, inter alia, (i) to provide for the establishment of an additional\n         ----- ----                                                       \ntranche of revolving credit loans (which shall be convertible into term loans as\nprovided herein) in an aggregate principal amount of $700,000,000, and an\nadditional tranche of term loans in an aggregate principal amount of\n$550,000,000, and in connection therewith to add certain additional banks and\nfinancial institutions as \"Lenders\" party hereto, and (ii) to effect certain\nother amendments to the Existing Credit Agreement.  The Borrowers have also\nrequested that the Existing Credit Agreement, as so amended, be restated in its\nentirety to read as provided herein.  Accordingly, subject to the satisfaction\nof the conditions to effectiveness set forth in Section 4.01, but effective on\nthe Restatement Effective Date (as hereinafter defined), the Existing Credit\nAgreement shall be amended and restated to read in its entirety as follows:\n\n\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n\n          SECTION 1.01.  Defined Terms. As used in this Agreement, the\n                         -------------\nfollowing terms have the meanings specified below:\n\n          \"ABR\", when used in reference to any Loan or Borrowing, refers to\n           ---                                                             \nwhether such Loan, or the Loans comprising such Borrowing, are bearing interest\nat a rate determined by reference to the Alternate Base Rate.\n\n          \"Adjusted LIBO Rate\" means, with respect to any Eurodollar Borrowing\n           ------------------                                                 \nfor any Interest Period, an interest rate per annum (rounded, if necessary, to\nthe nearest 1\/100 of 1%) equal to (a) the LIBO Rate for such Interest Period\nmultiplied by (b) the Statutory Reserve Rate.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -2-\n\n\n\n          \"Administrative Agent\" means The Chase Manhattan Bank, in its capacity\n           --------------------                                                 \nas administrative agent for the Lenders hereunder.\n\n          \"Administrative Questionnaire\" means an Administrative Questionnaire\n           ----------------------------                                       \nin a form supplied by the Administrative Agent.\n\n          \"Affiliate\" means, with respect to a specified Person, another Person\n           ---------                                                           \nthat directly, or indirectly through one or more intermediaries, Controls or is\nControlled by or is under common Control with the Person specified.\n\n          \"Alternate Base Rate\" means, for any day, a rate per annum equal to\n           -------------------                                               \nthe greater of (a) the Prime Rate in effect on such day and (b) the Federal\nFunds Effective Rate in effect on such day plus 1\/2 of 1%.  Any change in the\n                                           ----                              \nAlternate Base Rate due to a change in the Prime Rate or the Federal Funds\nEffective Rate shall be effective from and including the effective date of such\nchange in the Prime Rate or the Federal Funds Effective Rate, respectively.\n\n          \"Applicable Rate\" means, for Revolving Credit Loans, Revolving Term\n           ---------------                                                   \nLoans and Tranche B Loans, the applicable rate per annum set forth below under\nthe caption \"ABR Spread\" or \"Eurodollar Spread\", as the case may be, based upon\nthe ratings established by Moody's and S&amp;P for the Index Debt as of the most\nrecent determination date:\n\n\n\n---------------------------------------------------------------------------------------------------------  \n                                        Revolving Credit and                       Tranche B\n                                           Revolving Term\n---------------------------------------------------------------------------------------------------------  \n \n        Credit Rating                  ABR            Eurodollar             ABR            Eurodollar\n                                     Spread             Spread             Spread             Spread\n--------------------------------------------------------------------------------------------------------- \n                                                                                \n          Category 1                  0.00%              1.00%              1.00%              2.00%       \n          ----------    \n         BBB or better  \n         Baa2 or better \n--------------------------------------------------------------------------------------------------------- \n \n          Category 2                  0.25%              1.25%              1.00%              2.00%       \n          ----------\n           BBB- and            \n             Baa3   \n--------------------------------------------------------------------------------------------------------- \n \n          Category 3                  1.25%              2.25%              1.75%              2.75%       \n          ----------\n          BB+ or BB            \n          Ba1 or Ba2\n--------------------------------------------------------------------------------------------------------- \n \n          Category 4                  1.50%              2.50%              2.00%              3.00%       \n          ----------    \n       BB- or lower and        \n         Ba3 or lower   \n=========================================================================================================\n\n\n          For purposes of the foregoing, (a) in the event the ratings\nestablished by Moody's and S&amp;P for the Index Debt fall within different\ncategories, (i) if either rating is in Category 3, Category 3 shall apply, (ii)\nif neither rating is in Category 3 or Category 4, Category 1 shall \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -3-\n\napply and (iii) if either rating (but not both) is in Category 4, Category 3\nshall apply, (b) in the event the ratings established by both Moody's and S&amp;P\nfor the Index Debt fall within the same Category, such Category shall apply, (c)\nif neither Moody's nor S&amp;P shall have established ratings for the Index Debt,\nthe ratings shall be deemed to be in Category 4, (d) after the occurrence and\nduring the continuance of any Event of Default, the ratings shall be deemed to\nbe in Category 4, and (e) if any rating established by Moody's or S&amp;P shall be\nchanged (other than as a result of a change in the rating system of such rating\nagency), such change shall be effective as of the date on which such change is\nfirst announced by the rating agency making such change. If the rating system of\nMoody's or S&amp;P shall change, or if either of them shall cease rating the Index\nDebt (other than by reason of any action or nonaction by either Borrower\nfollowing or in anticipation of a ratings downgrade), the parties hereto shall\nnegotiate in good faith to amend the references to specific ratings in this\ndefinition (including by way of substituting another rating agency mutually\nacceptable to the Borrowers and the Administrative Agent for the rating agency\nwith respect to which the rating system has changed or for which no rating is\nthen in effect) to reflect such changed rating system or the nonavailability of\nratings from such rating agency, and pending agreement on such amendment, the\nrating in effect immediately prior to such change or cessation will apply. If\nany rating agency shall not have a rating in effect by reason of any action or\nnonaction by either Borrower following or in anticipation of a ratings\ndowngrade, then such rating agency shall be deemed to have established a rating\nin Category 4.\n\n          \"Applicable Revolving Credit Percentage\" means, with respect to any\n           --------------------------------------                            \nRevolving Credit Lender, the percentage of the total Revolving Credit\nCommitments represented by such Lender's Revolving Credit Commitment.  If the\nRevolving Credit Commitments have terminated or expired, the Applicable\nRevolving Credit Percentages shall be determined based upon the Revolving Credit\nCommitments most recently in effect, after giving effect to any assignments.\n\n          \"Assignment and Acceptance\" means an assignment and acceptance entered\n           -------------------------                                            \ninto by a Lender and an assignee (with the consent of any party whose consent is\nrequired by Section 9.04), and accepted by the Administrative Agent, in the form\nof Exhibit A or any other form approved by the Administrative Agent.\n\n          \"Available Equity Proceeds\" means, at any time, the sum of (a)\n           -------------------------                                    \n$2,480,000,000 and (b) the aggregate Net Proceeds of the issuance of Equity\nInterests (other than Disqualified Stock) in Limited after the Restatement\nEffective Date, net of the sum of (i) all investments made with Available Equity\nProceeds after the Restatement Effective Date under Section 6.04(j) or 6.05(l)\nand (ii) all Restricted Payments made in reliance upon Section 6.08(a)(v).\nAvailable Equity Proceeds shall be deemed to have been used to the extent\ncertified by Limited pursuant to Section 5.01(c)(iv), until the amount of\nAvailable Equity Proceeds shall have been reduced to zero.\n\n          \"Board\" means the Board of Governors of the Federal Reserve System of\n           -----                                                               \nthe United States of America.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -4-\n\n          \"Borrowers\" means GCHL and GCNA, subject to requirements of, and as\n           ---------                                                         \nmore fully set forth in, Section 1.05.\n\n          \"Borrowing\" means (a) Loans of the same Class and Type, made,\n           ---------                                                   \nconverted or continued on the same date and, in the case of Eurodollar Loans, as\nto which a single Interest Period is in effect, or (b) a Swingline Loan.\n\n          \"Borrowing Request\" means a request by the Borrowers for a Borrowing\n           -----------------                                                  \nin accordance with Section 2.03.\n\n          \"Business Day\" means any day that is not a Saturday, Sunday or other\n           ------------                                                       \nday on which commercial banks in New York City are authorized or required by law\nto remain closed; provided that, when used in connection with a Eurodollar Loan,\n                  --------                                                      \nthe term \"Business Day\" shall also exclude any day on which banks are not open\nfor dealings in dollar deposits in the London interbank market.\n\n          \"Capital Expenditures\" means, for any period (without duplication),\n           --------------------                                              \n(a) the additions to property, plant and equipment and other capital\nexpenditures of the Restricted Persons that are (or would be) set forth in a\nconsolidated statement of cash flows of the Restricted Persons for such period\nprepared in accordance with GAAP and (b) Capital Lease Obligations incurred by\nthe Restricted Persons during such period.\n\n          \"Capital Lease Obligations\" of any Person means the obligations of\n           -------------------------                                        \nsuch Person to pay rent or other amounts under any lease of (or other\narrangement conveying the right to use) real or personal property, or a\ncombination thereof, which obligations are required to be classified and\naccounted for as capital leases on a balance sheet of such Person under GAAP,\nand the amount of such obligations shall be the capitalized amount thereof\ndetermined in accordance with GAAP.\n\n          \"Change in Control\" means (a) the acquisition of ownership, directly\n           -----------------                                                  \nor indirectly, beneficially or of record, by any Person, other than Limited or\nany Subsidiary of Limited, of any Equity Interest in GCHL or GCNA other than the\nPreferred Stock, any preferred stock that is not Disqualified Stock and any\nDisqualified Stock permitted under Section 6.01(c); (b) the acquisition of\nownership, directly or indirectly, beneficially or of record, by any Person or\ngroup (within the meaning of the Securities Exchange Act of 1934 and the rules\nof the Securities and Exchange Commission thereunder as in effect on the\nRestatement Effective Date) other than the Permitted Holders, of Equity\nInterests representing more than 35% of the aggregate ordinary voting power (the\n\"Voting Stock\") represented by the issued and outstanding Equity Interests in\n ------------                                                                \nLimited, and the Permitted Holders own, in the aggregate, a lesser percentage of\nthe total Voting Stock (measured by a voting power rather than by number of\nshares) of Limited than such Person or group and do not have the right or\nability by voting power, contract or otherwise to elect or designate for\nelection a majority of the board of directors of Limited (for purposes of this\nclause, such other Person or group shall be deemed to \"beneficially own\" any\nVoting Stock of a specified corporation held by a parent corporation if such\nother Person or group beneficially owns, directly or indirectly, more than 35%\nof the Voting Stock (measured by voting power \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -5-\n\nrather than by number of shares) of such parent corporation and the Permitted\nHolders beneficially own, directly or indirectly, in the aggregate a lesser\npercentage of Voting Stock (measured by voting power rather than by number of\nshares) of such parent corporation and do not have the right or ability by\nvoting power, contract or otherwise to elect or designate for election a\nmajority of the board of directors of such parent corporation); (c) occupation\nof a majority of the seats (other than vacant seats) on the board of directors\nof Limited by Persons who were neither (i) nominated by the board of directors\nof Limited nor (ii) appointed by directors so nominated; or (d) the occurrence\nof a \"Change of Control\" or similar event under the Senior Notes Indenture, the\nPreferred Stock, the Exchange Note Indenture or the documentation evidencing or\ngoverning the Existing Notes (excluding the IPC Notes).\n\n          \"Change in Law\" means (a) the adoption of any law, rule or regulation\n           -------------                                                       \nafter the Restatement Effective Date, (b) any change in any law, rule or\nregulation or in the interpretation or application thereof by any Governmental\nAuthority after the Restatement Effective Date or (c) compliance by any Lender\nor any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office\nof such Lender or by such Lender's or such Issuing Bank's holding company, if\nany) with any request, guideline or directive (whether or not having the force\nof law) of any Governmental Authority made or issued after the Restatement\nEffective Date.\n\n          \"Class\", when used in reference to any Loan or Borrowing, refers to\n           -----                                                             \nwhether such Loan, or the Loans comprising such Borrowing, are Revolving Credit\nLoans, Revolving Term Loans, Tranche B Term Loans, Incremental Loans or\nSwingline Loans and, when used in reference to any Commitment, refers to whether\nsuch Commitment is a Revolving Credit Commitment, Revolving Term Commitment or\nTranche B Commitment.\n\n          \"Code\" means the Internal Revenue Code of 1986, as amended from time\n           ----                                                               \nto time.\n\n          \"Collateral\" means any and all \"Collateral\", as defined in any\n           ----------                                                   \napplicable Security Document.\n\n          \"Collateral and Guarantee Requirement\" means the requirement that:\n           ------------------------------------                             \n\n          (a)  the Administrative Agent shall have received from Limited, GCHL,\n     GCNA and each Restricted Subsidiary either (i) a counterpart of a Guarantee\n     Agreement duly executed and delivered on behalf of such Person or (ii) in\n     the case of any Person that becomes a Restricted Subsidiary after the\n     Restatement Effective Date, a supplement to a Guarantee Agreement, in the\n     form specified therein, duly executed and delivered on behalf of such\n     Restricted Subsidiary, in each case involving a Restricted Subsidiary\n     together with, as applicable, a counterpart of an Indemnity, Subrogation\n     and Contribution Agreement or a supplement to an Indemnity, Subrogation and\n     Contribution Agreement, in the form specified therein, duly executed and\n     delivered on behalf of such Restricted Subsidiary;\n\n          (b)  all outstanding Equity Interests in each Restricted Subsidiary\n     (other than GCHL) owned by or on behalf of any Restricted Person shall have\n     been pledged pursuant \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -6-\n\n     to a Pledge Agreement and the Administrative Agent shall have received\n     certificates or other instruments representing all such Equity Interests,\n     together with stock powers or other instruments of transfer with respect\n     thereto endorsed in blank;\n\n          (c)  all outstanding Equity Interests in any Subsidiary that directly\n     owns Equity Interests in GlobalCenter shall have been pledged pursuant to a\n     Pledge Agreement and the Administrative Agent shall have received\n     certificates or other instruments representing all such Equity Interests,\n     together with stock powers or other instruments of transfer with respect\n     thereto endorsed in blank, provided that (x) if the Equity Interests in\n                                --------                                    \n     GlobalCenter are directly owned by an Unrestricted Subsidiary, then the\n     requirements of this paragraph (c) may be satisfied through the pledge\n     pursuant to a Pledge Agreement of all of the outstanding Equity Interests\n     in a single Unrestricted Subsidiary (reasonably satisfactory to the\n     Administrative Agent) that directly or indirectly owns all of the Equity\n     Interests in GlobalCenter and (y) if required by the terms of the\n     documentation evidencing or governing the 7-1\/4% Senior Notes due 2004 of\n     GCNA or the 6% Dealer Remarketable Securities Due 2013 of GCNA, any Pledge\n     Agreement referred to in this paragraph (c) may grant equal and ratable\n     Liens on the applicable Equity Interests to secure the Obligations and to\n     secure obligations arising under such notes of GCNA (pursuant to provisions\n     reasonably acceptable to the Administrative Agent);\n\n          (d)  the Administrative Agent shall have received from each Loan Party\n     as of the Restatement Effective Date a counterpart of the Reaffirmation\n     Agreement duly executed and delivered by such Person (or such alternative\n     documentation as may be recommended to the Administrative Agent by\n     applicable local counsel to effect substantially the same purposes as the\n     Reaffirmation Agreement);\n\n          (e)  all documents and instruments, including Uniform Commercial Code\n     financing statements, required by law or reasonably requested by the\n     Administrative Agent to be filed, registered or recorded to create the\n     Liens intended to be created by the Security Documents and perfect such\n     Liens to the extent required by, and with the priority required by, the\n     Security Documents, shall have been filed, registered or recorded or\n     delivered to the Administrative Agent for filing, registration or\n     recording; and\n\n          (f)  each Loan Party shall have obtained all consents and approvals\n     required to be obtained by it in connection with the execution and delivery\n     of all Security Documents to which it is a party, the performance of its\n     obligations thereunder and the granting by it of the Liens thereunder.\n\nNotwithstanding the foregoing:\n\n          (i)  a Restricted Subsidiary (other than GCHL and GCNA) shall not be\n     required to deliver a Guarantee Agreement or a Pledge Agreement if it would\n     be a violation of applicable law or, in the reasonable judgment of the\n     Administrative Agent, in consultation with Limited, GCHL or GCNA, the\n     expense, tax or regulatory consequences or difficulty of obtaining such\n     Guarantee Agreement or Pledge Agreement would not, in \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -7-\n\n     light of the benefits that would accrue to the Lenders, justify obtaining\n     such Guarantee Agreement or Pledge Agreement;\n\n          (ii)   a Restricted Subsidiary that, upon its formation or\n     acquisition, is less than wholly owned by the Restricted Persons, shall not\n     be required to deliver a Guarantee Agreement or a Pledge Agreement if each\n     Restricted Person owning any Equity Interest therein shall be in compliance\n     with the Collateral and Guarantee Requirement;\n\n          (iii)  none of Marine and its subsidiaries or the LECs shall be\n     required to deliver a Guarantee Agreement or a Pledge Agreement;\n\n          (iv)   if IPC shall be a Restricted Subsidiary, the Collateral and\n     Guarantee Requirement shall be satisfied with respect to IPC when (A) a\n     Restricted Person shall have pledged the outstanding Equity Interests in\n     IPC pursuant to a Pledge Agreement and the Administrative Agent shall have\n     received certificates or other instruments representing all such Equity\n     Interests, together with stock powers or other instruments of transfer with\n     respect thereto endorsed in blank and (B) IPC and each Subsidiary of IPC\n     shall have duly executed a Guarantee Agreement and an Indemnity,\n     Subrogation and Contribution Agreement, provided that, for so long as the\n                                             --------                         \n     IPC Notes shall be outstanding and the indenture pursuant to which the IPC\n     Notes have been issued shall limit the ability of IPC or any of its\n     Subsidiaries to guarantee the Obligations, the requirements of this\n     paragraph (iv) shall be satisfied if (x) IPC and each Subsidiary of IPC\n     shall duly execute a Guarantee Agreement and an Indemnity, Subrogation and\n     Contribution Agreement providing direct credit support on terms\n     satisfactory to the Administrative Agent for not less than the greatest\n     amounts permitted from time to time by the indenture pursuant to which the\n     IPC Notes have been issued and (y) all investments in IPC or any Subsidiary\n     of IPC made by any Restricted Person (other than IPC and its subsidiaries)\n     after the Restatement Effective Date shall be (aa) to the maximum extent\n     reasonably practicable, in the form of loans made by Loan Parties (other\n     than IPC and its subsidiaries) that utilize, to the maximum extent\n     reasonably practicable, the exception to the IPC Notes' Indebtedness\n     covenant set forth in clause (vii) of the second paragraph of Section 4.03\n     of the indenture pursuant to which the IPC Notes have been issued (and\n     which loans are evidenced by intercompany notes in form satisfactory to the\n     Administrative Agent, guaranteed by each of the subsidiaries of IPC, and\n     pledged to the Administrative Agent pursuant to a Pledge Agreement) or (bb)\n     to the extent that it is not reasonably practicable to make such\n     investments as loans in accordance with the foregoing clause (aa), in such\n     other form as the Borrower may reasonably determine; and\n\n          (v)    the Collateral and Guarantee Requirement shall be satisfied\n     with respect to GCNA and its subsidiaries when\n\n               (A)  all the outstanding Equity Interests in GCNA and, if GCNA\n          has provided any Guarantee contemplated by Section 6.01(a)(v)(A), each\n          direct subsidiary of GCNA (other than any LEC), shall be pledged\n          pursuant to a Pledge \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -8-\n\n          Agreement and the Administrative Agent shall hold certificates or\n          other instruments representing all such Equity Interests, together\n          with stock powers or other instruments of transfer with respect\n          thereto endorsed in blank,\n\n               (B)  a duly executed and delivered Guarantee Agreement and an\n          Indemnity, Subrogation and Contribution Agreement of each of GCHL and\n          GCNA shall be in effect and\n\n               (C)  each Restricted Subsidiary of GCNA shall have duly executed\n          and delivered a Guarantee Agreement and an Indemnity, Subrogation and\n          Contribution Agreement, other than (x) the LECs, (y) the subsidiaries\n          of GCNA owned as of the Restatement Effective Date listed on Schedule\n          1.01(b) but not providing a Guarantee Agreement or Pledge Agreement as\n          of the Restatement Effective Date based on paragraph (i) above and (z)\n          subsidiaries of GCNA acquired or created after the Restatement\n          Effective Date that do not provide a Guarantee Agreement or Pledge\n          Agreement based on paragraph (i) or (ii) above,\n\n     provided that at any time that (X) any direct or indirect parent of GCHL\n     --------                                                                \n     owning a majority of the Equity Interests in GCHL shall be organized under\n     the laws of the United States or any State thereof or the District of\n     Columbia and (Y) GCNA continues as a Borrower hereunder (after satisfying\n     the conditions set forth in Section 1.05), (I) no Loan Party organized\n     under the laws of a jurisdiction other than the United States or any State\n     thereof or the District of Columbia (a \"Non-U.S. Loan Party\") shall be\n                                             -------------------           \n     required to Guarantee any Obligation of GCNA or to pledge any Equity\n     Interest owned by it to secure any Obligation of GCNA and (II) any Loan\n     Party organized under the laws of the United States or any State thereof or\n     the District of Columbia that owns Equity Interests in any Non-U.S. Loan\n     Party shall be deemed to have satisfied the requirement set forth in\n     paragraph (b) above with respect to the Obligations of GCNA by its pledge\n     of all the non-voting Equity Interests in such Non-U.S. Loan Party held by\n     it and 65% of all the outstanding voting Equity Interests in such Non-U.S.\n     Loan Party or, if less, all such voting Equity Interests held by it.\n\n          The Administrative Agent is expressly authorized upon the request of\nLimited, GCHL or GCNA to release any pledge or Guarantee previously delivered in\nrespect of any Obligation that at the time of such request is no longer required\nby the Collateral and Guarantee Requirement.  Without limiting the foregoing,\nthe Administrative Agent is expressly authorized upon the request of Limited,\nGCHL or GCNA to release any Guarantee or pledge by, or any pledge of the Equity\nInterests in, any Restricted Subsidiary (other than GCHL and GCNA) or in any\nother Subsidiary of Limited specified in paragraph (c) above (including\nGlobalCenter) upon:\n\n          (1)  the sale, transfer or other disposition (other than to another\n               Restricted Person) of all the Equity Interests in such Restricted\n               Subsidiary in a transaction permitted by Section 6.05;\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -9-\n\n          (2)  the designation of such Restricted Subsidiary as an Unrestricted\n               Subsidiary in compliance with the requirements of Section 6.05\n               and the definition of \"Unrestricted Subsidiary\";\n\n          (3)  the sale, transfer or other disposition (other than to another\n               Restricted Person) of part but not all of the Equity Interests in\n               such Restricted Subsidiary in a transaction permitted by Section\n               6.05;\n\n          (4)  such Restricted Subsidiary no longer being required to provide a\n               Guarantee Agreement or Pledge Agreement as a result of the\n               application of the proviso to paragraph (v) above, provided that\n                                                                  --------     \n               if such proviso becomes applicable in conjunction with a\n               transaction described in Section 6.03(a)(ii), GCHL or GCNA, as\n               applicable, shall have repaid in full all of its Loans (and\n               posted cash collateral for all of the LC Exposure) to the extent\n               required under Section 2.11(e); or\n\n          (5)  with respect to any pledge of the Equity Interests in\n               GlobalCenter or any other Unrestricted Subsidiary specified in\n               paragraph (c) above, the sale of Equity Interests in GlobalCenter\n               Inc. or GlobalCenter (or any Unrestricted Subsidiary that\n               directly or indirectly owns any such Equity Interests) to a\n               Person that is not an Affiliate of any Restricted Person.\n\n          \"Commitment\" means a Revolving Credit Commitment, Revolving Term\n           ----------                                                     \nCommitment or Tranche B Commitment, or any combination thereof (as the context\nrequires).\n\n          \"Commitment Fee Rate\" means, for any day, the applicable percentage\n           -------------------                                               \nrate per annum specified under the applicable utilization column, based upon the\nratings established by Moody's and S&amp;P for the Index Debt as of such day:\n\n\n                                                                 \n------------------------------------------------------------------------------------------ \n                               *33%                  33-66%                  **66%          \n        Ratings             Utilization            Utilization            Utilization\n        -------             -----------            -----------            -----------\n------------------------------------------------------------------------------------------ \n                                                                   \n      Category 1               0.500                  0.375                  0.250         \n      ----------                        \n      BBB-\/Baa3                         \n      or better                         \n------------------------------------------------------------------------------------------\n      Category 2               0.750                  0.500                  0.375         \n      ----------                        \n      BB+\/Ba1 or                        \n        BB\/Ba2                          \n------------------------------------------------------------------------------------------ \n      Category 3               1.000                  0.750                  0.500         \n      ----------                        \n      BB-\/Ba3 or                        \n        Lower                           \n------------------------------------------------------------------------------------------\n                                \n\n*   More than\n**  Less than\n                         \n          For purposes of the foregoing, \"utilization\" at any time for the\n                                          -----------                     \nRevolving Commitments of any Class means the percentage obtained by dividing (a)\nthe sum at such time \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -10-\n\n\nof the aggregate outstanding amount of all the Revolving Exposures of such Class\nby (b) the aggregate outstanding Revolving Commitments of such Class.\n\n          For purposes of the foregoing, (a) in the event the ratings\nestablished by Moody's and S&amp;P for the Index Debt fall within different\ncategories, the lower rating shall apply, (b) if neither Moody's nor S&amp;P shall\nhave established ratings for the Index Debt, the ratings shall be deemed to be\nin Category 3, (c) after the occurrence and during the continuance of any Event\nof Default, the ratings shall be deemed to be in Category 3, and (d) if any\nrating established by Moody's or S&amp;P shall be changed (other than as a result of\na change in the rating system of such rating agency), such change shall be\neffective as of the date on which such change is first announced by the rating\nagency making such change.  If the rating system of Moody's or S&amp;P shall change,\nor if either of them shall cease rating the Index Debt (other than by reason of\nany action or nonaction by either Borrower following or in anticipation of a\nratings downgrade), the parties hereto shall negotiate in good faith to amend\nthe references to specific ratings in this definition (including by way of\nsubstituting another rating agency mutually acceptable to the Borrowers and the\nAdministrative Agent for the rating agency with respect to which the rating\nsystem has changed or for which no rating is then in effect) to reflect such\nchanged rating system or the nonavailability of ratings from such rating agency,\nand, pending agreement on such amendment, the rating in effect immediately prior\nto such change or cessation will apply.  If any rating agency shall not have a\nrating in effect by reason of any action or nonaction by either Borrower\nfollowing or in anticipation of a ratings downgrade, then such rating agency\nshall be deemed to have established a rating in Category 3.\n\n          \"Consent\" means the consent under the Senior Notes permitting the\n           -------                                                         \ntransactions contemplated by the Existing Credit Agreement and the other Loan\nDocuments obtained pursuant to the Amended and Restated Consent Solicitation\nStatement dated June 22, 1999.\n\n          \"Consolidated EBITDA\" means, for any period, Consolidated Net Income\n           -------------------                                                \nfor such period, adjusted (without duplication and to the extent deducted or\nadded in determining such Consolidated Net Income) as follows: plus (a) an\n                                                               ----       \namount equal to any extraordinary loss for such period, minus (b) an amount\n                                                        -----              \nequal to any extraordinary gain for such period, plus (c) provision for taxes\n                                                 ----                        \nbased on income or profits of the Restricted Persons for such period, plus (d)\n                                                                      ----    \nConsolidated Interest Expense for such period, whether paid or accrued and\nwhether or not capitalized, plus (e) the aggregate amount of cash dividends or\n                            ----                                              \ncash distributions actually received by any Restricted Person from any\nUnrestricted Subsidiary during such period to the extent not in excess of the\nEBITDA of such Unrestricted Subsidiary for the relevant period, plus (f)\n                                                                ----    \ndepreciation, amortization (including amortization of goodwill and other\nintangibles and the amount of capacity available for sale charged to cost of\nsales, but excluding amortization of prepaid cash expenses that were paid in a\nprior period) and other non-cash expenses (excluding any such non-cash expense\nto the extent that it represents an accrual of or reserve for cash expenses in\nany future period or amortization of a prepaid cash expense that was paid in a\nprior period) of the Restricted Persons for such period, minus (g) non-cash\n                                                         -----             \nitems increasing such Consolidated Net Income for such period (other than items\nthat were accrued in the ordinary course of business), plus or minus (h) any\n                                                       ----    -----        \nincrease or decrease, respectively, in Deferred \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -11-\n\nRevenue as of the last day of such period from Deferred Revenue as of the date\nimmediately preceding the first day of such period, in each case, on a\nconsolidated basis for the Restricted Persons and determined in accordance with\nGAAP. For purposes of calculating the financial covenant set forth in Section\n6.13 and, in the case of the GCNA Acquisition and the Marine Acquisition,\nSection 6.12, if a material acquisition or disposition has occurred during the\nrelevant period, Consolidated EBITDA will be determined giving pro forma effect\n                                                               --- -----\nthereto (without giving effect to cost savings except to the extent approved by\nthe Administrative Agent) as if such acquisition or disposition and any related\nincurrence or repayment of Indebtedness or issuance of preferred stock had\noccurred at the beginning of the relevant four-quarter period.\n\n          \"Consolidated Interest Expense\" means, for any period, the\n           -----------------------------                            \nconsolidated cash interest expense included in a consolidated income statement\n(without deduction of interest income) of the Restricted Persons for such\nperiod, including without limitation or duplication (or, to the extent not so\nincluded, with the addition of), (a) the interest component of any deferred\npayment obligations, (b) the interest component of all payments associated with\nCapital Lease Obligations, (c) commissions, discounts and other fees and charges\nincurred in respect of Letter of Credit or bankers' acceptance financings, (d)\nnet payments or receipts (if any) pursuant to Hedging Agreements that relate to\nthe hedging of interest rate fluctuations and (e) dividends paid in cash in\nrespect of Disqualified Stock.\n\n          \"Consolidated Net Income\" means, for any period, the net income or\n           -----------------------                                          \nloss of the Restricted Persons for such period determined on a consolidated\nbasis in accordance with GAAP plus, to the extent that any of the following\n                              ----                                         \nitems were deducted in computing such consolidated net income, (a) non-\nrecurring, non-cash charges (other than charges arising from write-downs of\nassets) and (b) non-cash compensation charges arising from stock options or\nother similar employee benefit or compensation plans; provided that (i) the net\n                                                      --------                 \nincome (but not loss) of any Restricted Subsidiary that is accounted for by the\nequity method of accounting shall be included only to the extent of the amount\nof dividends or distributions paid in cash to Limited, GCHL, GCNA or a wholly\nowned Restricted Subsidiary thereof by such Restricted Subsidiary and (ii) the\nnet income of any Person acquired in a pooling of interests transaction for any\nperiod prior to the date of such acquisition shall be excluded.\n\n          \"Control\" means the possession, directly or indirectly, of the power\n           -------                                                            \nto direct or cause the direction of the management or policies of a Person,\nwhether through the ability to exercise voting power, by contract or otherwise.\n\"Controlling\" and \"Controlled\" have meanings correlative thereto.\n -----------       ----------                                    \n\n          \"Convertible Preferred Stock\" means the following preferred stock of\n           ---------------------------                                        \nLimited:  (a) $650,000,000 aggregate liquidation preference of 7% cumulative\nconvertible preferred stock, (b) $1,000,000,000 aggregate liquidation preference\nof 6-3\/8% cumulative convertible preferred stock, (c) $400,000,000 aggregate\nliquidation preference of 6-3\/8% cumulative convertible preferred stock, series\nB and (d) $1,150,000,000 aggregate liquidation preference of 6-3\/4% cumulative\nconvertible preferred stock.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -12-\n\n          \"date hereof\" or \"date of this Agreement\" or other references to the\n           -----------      ----------------------                            \ndate of this Agreement shall mean the date specified in the preamble to this\nAgreement.\n\n          \"Default\" means any event or condition which constitutes an Event of\n           -------                                                            \nDefault or which upon notice, lapse of time or both would, unless cured or\nwaived, become an Event of Default.\n\n          \"Defeased Obligations\" means Indebtedness or other obligations of any\n           --------------------                                                \nRestricted Person (a) in respect of which such Restricted Person shall have\ndeposited cash and\/or cash equivalents in a trust in an amount sufficient to\ndefease in full all payment obligations in respect of such Indebtedness through\nthe maturity of such Indebtedness in accordance with the terms of the defeasance\nrequirements of the indenture or other instrument governing such Indebtedness,\nand (b) lease in lease out obligations (\"LILOs\") of Marine or a subsidiary\n                                         -----                            \nthereof in which Marine or such subsidiary shall have deposited cash, cash\nequivalents (or deposits with or the obligations of a banking institution with a\nrating of AA or higher from S&amp;P and Aa2 or higher from Moody's or other\nobligations having such ratings or higher ratings) in a trust or as security in\nan amount sufficient to pay in full all non-contingent payment obligations in\nrespect of such Indebtedness or obligations through the maturity thereof and in\na manner resulting in GAAP treatment in which such obligations do not constitute\nliabilities and such deposit does not constitute an asset of Marine or such\nsubsidiary.\n\n          \"Deferred Revenue\" means, at any date, amounts appearing as a\n           ----------------                                            \nliability on the financial statements of the Restricted Persons as prepared\naccording to GAAP classified as deferred revenue to the extent of cash received\nin connection therewith.\n\n          \"Disqualified Stock\" means any Equity Interest that, by its terms (or\n           ------------------                                                  \nby the terms of any security into which it is convertible, or for which it is\nexchangeable, in each case at the option of the holder thereof), or upon the\nhappening of any event, matures or is mandatorily redeemable, pursuant to a\nsinking fund obligation or otherwise, or redeemable at the option of the holder\nthereof, in whole or in part, on or prior to the date that is 91 days after the\nfinal maturity of the latest maturing Loans; provided, however, that any Equity\n                                             --------  -------                 \nInterest which would not constitute Disqualified Stock but for provisions\nthereof giving holders thereof the right to require the repurchase or redemption\nof such Equity Interest upon the occurrence of a sale, transfer or other\ndisposition of assets or a change of control shall not constitute Disqualified\nStock by reason of (a) an asset sale redemption requirement if such redemption\nis required only to the extent such sale proceeds are not used to prepay debt or\nare not redeployed in the issuer's business or (b) any change of control\nredemption requirement if a Change in Control exists in respect of such change\nof control.  For purposes of this Agreement, the Preferred Stock and the\nConvertible Preferred Stock shall not constitute Disqualified Stock.\n\n          \"dollars\" or \"$\" refers to lawful money of the United States of\n           -------      -                                                \nAmerica.\n\n          \"Environmental Laws\" means all applicable laws, rules, regulations,\n           ------------------                                                \ncodes, ordinances, orders, decrees, judgments, injunctions, notices, treaties or\nbinding agreements issued, promulgated or entered into by any Governmental\nAuthority, relating in any way to the \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -13-\n\nprotection of the environment, the preservation or reclamation of natural\nresources, the management, release or threatened release of any Hazardous\nMaterial or to health and safety matters relating to the work place or the\nenvironment.\n\n          \"Environmental Liability\" means any liability, contingent or otherwise\n           -----------------------                                              \n(including any liability for damages, costs of environmental remediation,\nremediation of natural resources, fines, penalties or indemnities), of Limited,\nGCHL, GCNA or any Subsidiary directly or indirectly resulting from or based upon\n(a) violation of any Environmental Law, (b) the generation, use, handling,\ntransportation, storage, treatment or disposal of any Hazardous Materials, (c)\nexposure to any Hazardous Materials, (d) the release or threatened release of\nany Hazardous Materials into the environment, (e) impairment of or damage to\nnatural resources or (f) any contract, agreement or other consensual arrangement\npursuant to which liability is assumed or imposed with respect to any of the\nforegoing.\n\n          \"Equity Interests\" means shares of capital stock, partnership\n           ----------------                                            \ninterests, membership interests in a limited liability company, beneficial\ninterests in a trust or other equity ownership interests in a Person.\n\n          \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\n           -----                                                               \namended from time to time.\n\n          \"ERISA Affiliate\" means any trade or business (whether or not\n           ---------------                                             \nincorporated) that, together with GCHL or GCNA is treated as a single employer\nunder Section 414(b) or (c) of the Code or, solely for purposes of Section 302\nof ERISA and Section 412 of the Code, is treated as a single employer under\nSection 414 of the Code.\n\n          \"ERISA Event\" means (a) any \"reportable event\", as defined in Section\n           -----------                                                         \n4043 of ERISA or the regulations issued thereunder with respect to a Plan (other\nthan an event for which the 30-day notice period is waived); (b) the existence\nwith respect to any Plan of an \"accumulated funding deficiency\" (as defined in\nSection 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the\nfiling pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an\napplication for a waiver of the minimum funding standard with respect to any\nPlan; (d) the incurrence by the GCHL, GCNA or any of their ERISA Affiliates of\nany liability under Title IV of ERISA with respect to the termination of any\nPlan; (e) the receipt by GCHL, GCNA or any ERISA Affiliate from the PBGC or a\nplan administrator of any notice relating to an intention to terminate any Plan\nor Plans or to appoint a trustee to administer any Plan; (f) the incurrence by\nGCHL, GCNA or any of their ERISA Affiliates of any liability with respect to the\nwithdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the\nreceipt by GCHL, GCNA or any ERISA Affiliate of any notice, or the receipt by\nany Multiemployer Plan from GCHL, GCNA or any ERISA Affiliate of any notice,\nconcerning the imposition of Withdrawal Liability or a determination that a\nMultiemployer Plan is, or is expected to be, insolvent or in reorganization,\nwithin the meaning of Title IV of ERISA.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -14-\n\n          \"Eurodollar\", when used in reference to any Loan or Borrowing, refers\n           ----------                                                          \nto whether such Loan, or the Loans comprising such Borrowing, are bearing\ninterest at a rate determined by reference to the Adjusted LIBO Rate.\n\n          \"Event of Default\" has the meaning assigned to such term in Article\n           ----------------                                                  \nVII.\n\n          \"Excess Cash Flow\" means, for any fiscal year, the sum (without\n           ----------------                                              \nduplication) of the following:\n\n          (a)  Consolidated Net Income (or loss) of the Restricted Persons for\n     such fiscal year, adjusted to exclude any gains or losses attributable to\n     Prepayment Events; plus\n                        ----\n\n          (b)  depreciation, amortization and other non-cash charges or losses\n     deducted in determining such Consolidated Net Income (or loss) for such\n     fiscal year; plus\n                  ----\n\n          (c)  the sum of (i) the amount, if any, by which Net Working Capital\n     decreased during such fiscal year plus (ii) the net amount, if any, by\n                                       ----                                \n     which Deferred Revenues increased during such fiscal year; minus\n                                                                -----\n\n          (d)  the sum of (i) any non-cash gains included in determining such\n     Consolidated Net Income (or loss) for such fiscal year plus (ii) the\n                                                            ----         \n     amount, if any, by which Net Working Capital increased during such fiscal\n     year plus (iii) the net amount, if any, by which Deferred Revenues\n          ----                                                         \n     decreased during such fiscal year; minus\n                                        -----\n\n          (e)  the sum of (i) Capital Expenditures for such fiscal year (except\n     to the extent attributable to the incurrence of Capital Lease Obligations\n     or otherwise financed by incurring Long-Term Indebtedness or with funds\n     that would otherwise have constituted Net Proceeds of a Prepayment Event)\n     plus (ii) cash consideration paid during such fiscal year by the Restricted\n     ----                                                                       \n     Persons to make acquisitions or other capital investments (except to the\n     extent financed by incurring Long-Term Indebtedness or with funds that\n     would otherwise have constituted Net Proceeds of a Prepayment Event); minus\n                                                                           -----\n\n          (f)  the aggregate principal amount of Long-Term Indebtedness\n     (including Capital Lease Obligations) repaid or prepaid by the Restricted\n     Persons during such fiscal year, excluding (i) Indebtedness in respect of\n     Revolving Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to\n     Section 2.11(c) or (d), and (iii) repayments or prepayments of Long-Term\n     Indebtedness financed by incurring other Long-Term Indebtedness.\n\n          For purposes of the foregoing, the Restricted Subsidiaries shall\ninclude only the Subsidiaries that were Restricted Subsidiaries as of the last\nday of the fiscal year in respect of which Excess Cash Flow is being calculated.\n\n          \"Exchange Notes\" means the subordinated notes of GCHL issuable in\n           --------------                                                  \nexchange for the Preferred Stock.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -15-\n\n          \"Exchange Note Indenture\" means the indenture to be entered into by\n           -----------------------                                           \nGCHL upon the issuance of, and which shall govern the terms of, the Exchange\nNotes, which shall have substantially the terms described in the Offering\nMemorandum for the Preferred Stock dated November 24, 1998.\n\n          \"Excluded Taxes\" means, with respect to the Administrative Agent, any\n           --------------                                                      \nLender, any Issuing Bank or any other recipient of any payment to be made by or\non account of any obligation of GCHL or GCNA hereunder, (a) income or franchise\ntaxes imposed on (or measured by) its net income by the United States of\nAmerica, or by the jurisdiction under the laws of which such recipient is\norganized or in which its principal office is located or, in the case of any\nLender, in which its applicable lending office is located, (b) any branch\nprofits taxes imposed by the United States of America or any similar tax imposed\nby any other jurisdiction described in clause (a) above and (c) any withholding\ntax that (i) is in effect and would apply to amounts payable to any Lender at\nthe time such Lender becomes a party to this Agreement (or designates a new\nlending office), other than any withholding tax imposed on any payment, in\nrespect of a Guarantee, from a Guarantor that is domiciled outside the United\nStates and except to the extent that such Lender (or its assignor, if any) was\nentitled, at the time of designation of a new lending office (or assignment), to\nreceive additional amounts from the Borrowers with respect to any withholding\ntax pursuant to Section 2.17(a), or (ii) is attributable to such Lender's\nfailure to comply with Section 2.17(e).\n\n          \"Existing Indebtedness\" has the meaning assigned to such term in\n           ---------------------                                          \nSection 6.01(a)(iii).\n\n          \"Existing Notes\" means the Senior Notes, the Exchange Notes, the IPC\n           --------------                                                     \nNotes (but only if IPC is a Restricted Subsidiary), the 9-1\/2% Senior Notes due\n2009 of GCHL, the 9-1\/8% Senior Notes due 2006 of GCHL, the Medium Term Notes of\nGCNA, the 7-1\/4% Senior Notes due 2004 of GCNA, the 6% Dealer Remarketable\nSecurities Due 2013 of GCNA and the 9% Senior Notes due 2021 of GCNA.\n\n          \"Existing Subsidiary\" has the meaning assigned to such term in the\n           -------------------                                              \ndefinition of \"Restricted Subsidiary\" in this Section.\n\n          \"FCC\" means the Federal Communications Commission or any Governmental\n           ---                                                                 \nAuthority substituted therefor.\n\n          \"Federal Funds Effective Rate\" means, for any day, the weighted\n           ----------------------------                                  \naverage (rounded upwards, if necessary, to the next 1\/100 of 1%) of the rates on\novernight Federal funds transactions with members of the Federal Reserve System\narranged by Federal funds brokers, as published on the next succeeding Business\nDay by the Federal Reserve Bank of New York, or, if such rate is not so\npublished for any day that is a Business Day, the average (rounded upwards, if\nnecessary, to the next 1\/100 of 1%) of the quotations for such day for such\ntransactions received by the Administrative Agent from three Federal funds\nbrokers of recognized standing selected by it.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -16-\n\n          \"Financial Officer\" means the chief financial officer, principal\n           -----------------                                              \naccounting officer, treasurer or controller of Limited, GCHL or GCNA, as\napplicable.\n\n          \"GAAP\" means generally accepted accounting principles in the United\n           ----                                                              \nStates of America.\n\n          \"GCHL\" means Global Crossing Holdings Ltd., a Bermuda corporation and\n           ----                                                                \nany permitted successor thereto as a result of a transaction permitted by\nSection 6.03(a)(i).\n\n          \"GCHL Conversion Date\" means the first date on which GCHL shall be\n           --------------------                                             \norganized under the laws of the United States or any State thereof or the\nDistrict of Columbia.\n\n          \"GCNA\" means Global Crossing North America, Inc., a New York\n           ----                                                       \ncorporation, formerly known as Frontier Corporation.\n\n          \"GCNA Acquisition\" means the acquisition by Limited on September 28,\n           ----------------                                                   \n1999 of all the common Equity Interests in GCNA pursuant to the Agreement and\nPlan of Merger dated as of March 16, 1999 among Limited, GCF Acquisition Corp.\nand GCNA.\n\n          \"GlobalCenter\" means GlobalCenter Holdings Inc., a Delaware\n           ------------                                              \ncorporation.\n\n          \"Governmental Authority\" means the government of the United States of\n           ----------------------                                              \nAmerica, any other nation or any political subdivision thereof, whether state or\nlocal, and any agency, authority, instrumentality, regulatory body, court,\ncentral bank or other entity exercising executive, legislative, judicial,\ntaxing, regulatory or administrative powers or functions of or pertaining to\ngovernment.\n\n          \"Guarantee\" of or by any Person (the \"guarantor\") means any\n           ---------                            ---------            \nobligation, contingent or otherwise, of the guarantor guaranteeing or having the\neconomic effect of guaranteeing any Indebtedness or other obligation of any\nother Person (the \"primary obligor\") in any manner, whether directly or\n                   ---------------                                     \nindirectly, and including any obligation of the guarantor, direct or indirect,\n(a) to purchase or pay (or advance or supply funds for the purchase or payment\nof) such Indebtedness or other obligation or to purchase (or to advance or\nsupply funds for the purchase of) any security for the payment thereof, (b) to\npurchase or lease property, securities or services for the purpose of assuring\nthe owner of such Indebtedness or other obligation of the payment thereof, (c)\nto maintain working capital, equity capital or any other financial statement\ncondition or liquidity of the primary obligor so as to enable the primary\nobligor to pay such Indebtedness or other obligation or (d) as an account party\nin respect of any letter of credit or letter of guaranty issued to support such\nIndebtedness or obligation; provided that the term Guarantee shall not include\n                            --------                                          \nendorsements for collection or deposit in the ordinary course of business.\n\n          \"Guarantee Agreement\" means the Guarantee Agreement dated as of July\n           -------------------                                                \n2, 1999 among GCHL, GCNA, Limited, the other Guarantors party thereto and the\nAdministrative Agent, a copy of which is attached as Exhibit C or, if required\nor to the extent advisable in a \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -17-\n\njurisdiction outside the United States, another form of agreement providing for\na Guarantee of the Obligations satisfactory in form and scope to the\nAdministrative Agent.\n\n          \"Hazardous Materials\"  means all explosive or radioactive substances\n           -------------------                                                \nor wastes and all hazardous or toxic substances, wastes or other pollutants,\nincluding petroleum or petroleum distillates, asbestos or asbestos containing\nmaterials, polychlorinated biphenyls, radon gas, infectious or medical wastes,\nradio frequency emissions, electromagnetic field radiation and all other\nsubstances or wastes of any nature regulated pursuant to any Environmental Law.\n\n          \"Hedging Agreement\" means any interest rate protection agreement,\n           -----------------                                               \nforeign currency exchange agreement, commodity price protection agreement or\nother interest or currency exchange rate or commodity price hedging arrangement.\n\n          \"Incremental Loans\" has the meaning assigned to such term in Section\n           -----------------                                                  \n2.08(e).\n\n          \"Indebtedness\" of any Person means, without duplication, (a) all\n           ------------                                                   \nobligations of such Person for borrowed money or with respect to deposits (other\nthan customer deposits in respect of capacity purchases shown as assets on such\nPerson's balance sheet) or advances of any kind, (b) all obligations of such\nPerson evidenced by bonds, debentures, notes or similar instruments, (c) all\nobligations of such Person upon which interest charges are customarily paid, (d)\nall obligations of such Person under conditional sale or other title retention\nagreements relating to property acquired by such Person (excluding obligations\nunder contracts for the supply of goods, equipment or fiber in connection with\nthe installation, construction, operation and\/or maintenance of the Borrowers'\nnetwork, provided that all obligations thereunder in respect of any such\n         --------                                                       \nproperty are due upon completion of such installation, construction or other\nwork and are not overdue), (e) all obligations of such Person in respect of the\ndeferred purchase price of property or services (excluding accounts payable\nincurred in the ordinary course of business which are not past due by more than\n90 days), (f) all Indebtedness of others secured by (or for which the holder of\nsuch Indebtedness has an existing right, contingent or otherwise, to be secured\nby) any Lien on property owned or acquired by such Person, whether or not the\nIndebtedness secured thereby has been assumed, (g) all Guarantees by such Person\nof Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)\nall obligations, contingent or otherwise, of such Person as an account party in\nrespect of letters of credit and letters of guaranty and (j) all obligations,\ncontingent or otherwise, of such Person in respect of bankers' acceptances.  The\nIndebtedness of any Person shall include the Indebtedness of any other entity\n(including any partnership in which such Person is a general partner) to the\nextent such Person is liable therefor as a result of such Person's ownership\ninterest in or other relationship with such entity, except to the extent the\nterms of such Indebtedness provide that such Person is not liable therefor.  For\npurposes of this Agreement, Indebtedness shall not include (i) Defeased\nObligations or (ii) obligations to any seller of backhaul capacity or dark fiber\n(or any financing Affiliate thereof) the proceeds of which are used to finance\nthe purchase of such capacity or dark fiber from such seller in the ordinary\ncourse of business.\n\n          \"Indemnified Taxes\" means Taxes other than Excluded Taxes.\n           -----------------                                        \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -18-\n\n          \"Indemnity, Subrogation and Contribution Agreement\" means the\n           -------------------------------------------------           \nIndemnity, Subrogation and Contribution Agreement dated as of July 2, 1999 among\nGCHL, GCNA, the Subsidiary Guarantors party thereto and the Administrative\nAgent, a copy of which is attached as Exhibit D or, if required or to the extent\nadvisable in a jurisdiction outside the United States, another form of agreement\ndesigned to achieve the intended result satisfactory in form and scope to the\nAdministrative Agent.\n\n          \"Index Debt\" means the highest rated senior, unsecured, long-term\n           ----------                                                      \nIndebtedness for borrowed money of either Borrower that is not guaranteed or\notherwise credit enhanced, other than by Limited or the other Borrower.\n\n          \"Information Memorandum\" means the Confidential Information Memorandum\n           ----------------------                                               \ndated June 2000 relating to the Restricted Persons and the Transactions.\n\n          \"Interest Election Request\" means a request by the Borrowers to\n           -------------------------                                     \nconvert or continue a Revolving Borrowing or Term Borrowing in accordance with\nSection 2.07.\n\n          \"Interest Payment Date\" means (a) with respect to any ABR Loan (other\n           ---------------------                                               \nthan a Swingline Loan), the last day of each March, June, September and\nDecember, (b) with respect to any Eurodollar Loan, the last day of the Interest\nPeriod applicable to the Borrowing of which such Loan is a part and, in the case\nof a Eurodollar Borrowing with an Interest Period of more than three months'\nduration, each day prior to the last day of such Interest Period that occurs at\nintervals of three months' duration after the first day of such Interest Period,\nand (c) with respect to any Swingline Loan, the day that such Loan is required\nto be repaid.\n\n          \"Interest Period\" means, with respect to any Eurodollar Borrowing, the\n           ---------------                                                      \nperiod commencing on the date of such Borrowing and ending on the numerically\ncorresponding day in the calendar month that is one, two, three or six months\nthereafter (or nine or twelve months thereafter if, at the time of the relevant\nBorrowing, all Lenders participating therein agree to make interest periods of\nsuch duration available), as the Borrowers may elect; provided that (a) if any\n                                                      --------                \nInterest Period would end on a day other than a Business Day, such Interest\nPeriod shall be extended to the next succeeding Business Day unless such next\nsucceeding Business Day would fall in the next calendar month, in which case\nsuch Interest Period shall end on the next preceding Business Day and (b) any\nInterest Period that commences on the last Business Day of a calendar month (or\non a day for which there is no numerically corresponding day in the last\ncalendar month of such Interest Period) shall end on the last Business Day of\nthe last calendar month of such Interest Period.  For purposes hereof, the date\nof a Borrowing initially shall be the date on which such Borrowing is made and\nthereafter shall be the effective date of the most recent conversion or\ncontinuation of such Borrowing.\n\n          \"Investment Grade Date\" means the first day on which the ratings\n           ---------------------                                          \nestablished by both Moody's and S&amp;P for the Index Debt are, respectively, Baa2\nor better and BBB or better.\n\n          \"IPC\" means IPC Information Systems, Inc., a Delaware corporation, and\n           ---                                                                  \nits subsidiaries.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -19-\n\n\n          \"IPC Notes\" means the 10-7\/8% Senior Discount Notes due 2008 of IPC.\n           ---------                                                          \n\n          \"Issuing Bank\" means each of The Chase Manhattan Bank and, at any\n           ------------                                                    \ntime, up to five additional Lenders specified by Limited and acceptable to the\nAdministrative Agent who have agreed to serve as Issuing Banks in a written\ndocument satisfactory to the Administrative Agent, in each case in its capacity\nas an issuer of Letters of Credit hereunder, and its successors in such capacity\nas provided in Section 2.05(i).  An Issuing Bank may, in its discretion, arrange\nfor one or more Letters of Credit to be issued by Affiliates of such Issuing\nBank (including in the case of The Chase Manhattan Bank, Chase Manhattan Bank\nDelaware), in which case the term \"Issuing Bank\" shall include any such\nAffiliate with respect to Letters of Credit issued by such Affiliate.\n\n          \"LC Borrowing\" has the meaning set forth in Section 2.02(b).\n           ------------                                               \n\n          \"LC Disbursement\" means a payment made by an Issuing Bank pursuant to\n           ---------------                                                     \na Letter of Credit.\n\n          \"LC Exposure\" means, at any time, the sum of (a) the aggregate undrawn\n           -----------                                                          \namount of all outstanding Letters of Credit at such time plus (b) the aggregate\n                                                         ----                  \namount of all LC Disbursements that have not yet been reimbursed by or on behalf\nof the Borrowers at such time.  The LC Exposure of any Revolving Credit Lender\nat any time shall be its Applicable Revolving Credit Percentage of the total LC\nExposure at such time.\n\n          \"LECs\" means the incumbent local exchange carrier subsidiaries, and\n           ----                                                              \nthe other related subsidiaries, of GCNA, as specified on Schedule 1.01(a).\n\n          \"Lender Addendum\" means, with respect to any Revolving Term Lender or\n           ---------------                                                     \nTranche B Lender, a Lender Addendum substantially in form of Exhibit G, dated as\nof the date hereof and executed and delivered by such Revolving Term Lender or\nTranche B Lender, as applicable, as provided in Section 1.06.\n\n          \"Lender Affiliate\" means (a) with respect to any Lender, (i) an\n           ----------------                                              \nAffiliate of such Lender or (ii) any Person (whether a corporation, partnership,\ntrust or otherwise) that is engaged in making, purchasing, holding or otherwise\ninvesting in bank loans and similar extensions of credit in the ordinary course\nof its business and is administered or managed by a Lender or an Affiliate of\nsuch Lender and (b) with respect to any Lender that is a fund that invests in\nbank loans, any other fund or trust or entity that invests in bank loans and is\nadvised or managed by the same investment advisor as such Lender or by an\nAffiliate of such investment advisor.\n\n          \"Lenders\" means the Persons listed on Schedule 2.01 and any other\n           -------                                                         \nPerson that shall have become a party hereto pursuant to a Lender Addendum or an\nAssignment and Acceptance, other than any such Person that ceases to be a party\nhereto pursuant to an Assignment and Acceptance.  Unless the context otherwise\nrequires, the term \"Lenders\" includes the Swingline Lender.\n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -20-\n\n          \"Letter of Credit\" means any letter of credit issued pursuant to this\n           ----------------                                                    \nAgreement.\n\n          \"Leverage Ratio\" means, on any date, the ratio of (a) the sum of Total\n           --------------                                                       \nIndebtedness and the liquidation preference of Disqualified Stock as of such\ndate to (b) Consolidated EBITDA for the period of four consecutive fiscal\nquarters of Limited ended on such date (or, if such date is not the last day of\na fiscal quarter, ended on the last day of the fiscal quarter of Limited most\nrecently ended prior to such date).\n\n          \"LIBO Rate\" means, with respect to any Eurodollar Borrowing for any\n           ---------                                                         \nInterest Period, the rate appearing on Page 3750 of the Telerate Service (or on\nany successor or substitute page of such Service, or any successor to or\nsubstitute for such Service, providing rate quotations comparable to those\ncurrently provided on such page of such Service, as determined by the\nAdministrative Agent from time to time for purposes of providing quotations of\ninterest rates applicable to dollar deposits in the London interbank market) at\napproximately 11:00 a.m., London time, two Business Days prior to the\ncommencement of such Interest Period, as the rate for dollar deposits with a\nmaturity comparable to such Interest Period.  In the event that such rate is not\navailable at such time for any reason, then the \"LIBO Rate\" with respect to such\nEurodollar Borrowing for such Interest Period shall be the rate at which dollar\ndeposits of $5,000,000 and for a maturity comparable to such Interest Period are\noffered by the principal London office of the Administrative Agent in\nimmediately available funds in the London interbank market at approximately\n11:00 a.m., London time, two Business Days prior to the commencement of such\nInterest Period.\n\n          \"Lien\" means, with respect to any asset, (a) any mortgage, deed of\n           ----                                                             \ntrust, lien, pledge, hypothecation, encumbrance, charge or security interest in,\non or of such asset, (b) the interest of a vendor or a lessor under any\nconditional sale agreement, capital lease or title retention agreement (or any\nfinancing lease having substantially the same economic effect as any of the\nforegoing) relating to such asset and (c) in the case of securities, any\npurchase option, call or similar right of a third party with respect to such\nsecurities.\n\n          \"Limited\" means Global Crossing Ltd., a Bermuda corporation, and any\n           -------                                                            \npermitted successor thereto as a result of a transaction permitted by Section\n6.03(a)(ii).\n\n          \"Limited Conversion Date\" means the first date on which Limited or any\n           -----------------------                                              \nother direct or indirect parent of GCHL shall be organized under the laws of the\nUnited States or any State thereof or the District of Columbia.\n\n          \"Loan Documents\" means this Agreement, the Guarantee Agreements, the\n           --------------                                                     \nIndemnity, Subrogation and Contribution Agreements and the other Security\nDocuments.\n\n          \"Loan Parties\" means Limited, GCHL, GCNA and the Subsidiary Loan\n           ------------                                                   \nParties.\n\n          \"Loans\" means the loans made by the Lenders to GCHL and GCNA pursuant\n           -----                                                               \nto this Agreement.\n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -21-\n\n          \"Long-Term Indebtedness\" means any Indebtedness that, in accordance\n           ----------------------                                            \nwith GAAP, constitutes (or, when incurred, constituted) a long-term liability.\n\n          \"Marine\" means Global Marine Systems Limited, a United Kingdom\n           ------                                                       \ncompany.\n\n          \"Marine Acquisition\" means the acquisition of all the common Equity\n           ------------------                                                \nInterests in Marine and certain Affiliates thereof pursuant to the Sale and\nPurchase Agreement between Limited and Cable and Wireless PLC dated as of April\n26, 1999.\n\n          \"Material Adverse Effect\" means a material adverse effect on (a) the\n           -----------------------                                            \nbusiness, assets, operations or condition, financial or otherwise, of the\nRestricted Persons taken as a whole (excluding adverse effects, if any, arising\nout of a diminution in value of the investment of the Restricted Persons in\nUnrestricted Subsidiaries), (b) the ability of any Loan Party to perform any of\nits obligations under any Loan Document or (c) the rights of or benefits\navailable to the Lenders under any Loan Document.\n\n          \"Material Indebtedness\" means Indebtedness (other than the Loans and\n           ---------------------                                              \nLetters of Credit), or obligations in respect of one or more Hedging Agreements,\nof any one or more of the Restricted Persons in an aggregate principal amount\nexceeding (a) at any time prior to the Investment Grade Date, $50,000,000, and\n(b) at any time on or after the Investment Grade Date, $100,000,000.  For\npurposes of determining Material Indebtedness, the \"principal amount\" of the\n                                                    ----------------        \nobligations of any Restricted Person in respect of any Hedging Agreement at any\ntime shall be the maximum aggregate amount (giving effect to any netting\nagreements) that such Restricted Person would be required to pay if such Hedging\nAgreement were terminated at such time.\n\n          \"Material Preferred Stock\" means preferred stock of any one or more of\n           -------------------------                                            \nthe Restricted Persons having an aggregate liquidation preference exceeding (a)\nat any time prior to the Investment Grade Date, $50,000,000, and (b) at any time\non or after the Investment Grade Date, $100,000,000.\n\n          \"Moody's\" means Moody's Investors Service, Inc.\n           -------                                       \n\n          \"Multiemployer Plan\" means a multiemployer plan as defined in Section\n           ------------------                                                  \n4001(a)(3) of ERISA.\n\n          \"Net Proceeds\" means, with respect to any event (a) the cash proceeds\n           ------------                                                        \nreceived in respect of such event including (i) any cash received in respect of\nany non-cash proceeds, but only as and when received, (ii) in the case of a\ncasualty, insurance proceeds, and (iii) in the case of a condemnation or similar\nevent, condemnation awards and similar payments, net of (b) the sum of (i) all\nreasonable fees and out-of-pocket expenses paid by the Restricted Persons to\nthird parties (other than Affiliates) in connection with such event, (ii) in the\ncase of a sale, transfer or other disposition of an asset (including pursuant to\na sale and leaseback transaction or a casualty or a condemnation or similar\nproceeding), the amount of all payments required to be made by the Restricted\nPersons as a result of such event to repay Indebtedness (other than Loans)\nsecured by such asset or otherwise subject to mandatory prepayment as a result\nof such event, and (iii) the \n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -22-\n\namount of all taxes paid (or reasonably estimated to be payable) by the\nRestricted Persons, and the amount of any reserves established by the Restricted\nPersons to fund contingent liabilities reasonably estimated to be payable, in\neach case during the year that such event occurred or the next succeeding year\nand that are directly attributable to such event (as determined reasonably and\nin good faith by the chief financial officer of the Borrower).\n\n          \"Net Tangible Assets\" means, at any date, the assets of the Restricted\n           -------------------                                                  \nPersons at such date minus the intangible assets of the Restricted Persons, all\n                     -----                                                     \ndetermined on a consolidated basis in accordance with GAAP.\n\n          \"Net Working Capital\" means, at any date, (a) the consolidated current\n           -------------------                                                  \nassets of the Restricted Persons as of such date (excluding cash and Permitted\nInvestments) minus (b) the consolidated current liabilities of the Restricted\n             -----                                                           \nPersons as of such date (excluding current liabilities in respect of\nIndebtedness).  Net Working Capital at any date may be a positive or negative\nnumber.  Net Working Capital increases when it becomes more positive or less\nnegative and decreases when it becomes less positive or more negative.  For\npurposes of calculating Excess Cash Flow, Net Working Capital shall be\ndetermined after eliminating any increase due to any reduction or termination of\nany Permitted Securitization or any decrease due to the implementation or\nincrease of any Permitted Securitization.\n\n          \"Obligations\" has the meaning assigned to such term in the form of\n           -----------                                                      \nGuarantee Agreement attached hereto as Exhibit C.\n\n          \"Original Effective Date\" means July 7, 1999.\n           -----------------------                     \n\n          \"Other Taxes\" means any and all present or future recording, stamp,\n           -----------                                                       \ndocumentary, excise, transfer, sales, property or similar taxes, charges or\nlevies arising from any payment made under any Loan Document or from the\nexecution, delivery or enforcement of, or otherwise with respect to, any Loan\nDocument.\n\n          \"PBGC\" means the Pension Benefit Guaranty Corporation referred to and\n           ----                                                                \ndefined in ERISA and any successor entity performing similar functions.\n\n          \"Permitted Acquisition\" means any acquisition by any Restricted Person\n           ---------------------                                                \nof all or substantially all the assets of, or all the Equity Interests in, a\nPerson or division or line of business of a Person if, immediately after giving\neffect thereto, (a) no Default has occurred and is continuing or would result\ntherefrom, (b) the principal business of such Person shall be reasonably\nrelated, ancillary or complementary to a business in which the Restricted\nPersons were engaged on the Restatement Effective Date, (c) each Subsidiary\nformed for the purpose of or resulting from such acquisition shall be a\nRestricted Subsidiary and all the Equity Interests of each such Subsidiary shall\nbe owned directly by a Restricted Person and all actions required to be taken\nwith respect to such acquired or newly formed Subsidiary under Sections 5.10 and\n5.11 have been taken, (d) the Restricted Persons are in compliance with the\ncovenants contained in Sections 6.12 and 6.13 computed on a Pro Forma Basis as\nat the last day of the most recently ended fiscal quarter of Limited for which\nfinancial statements are available and (e) the \n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -23-\n\nBorrowers have delivered to the Administrative Agent an officers' certificate to\nthe effect set forth in clauses (a), (b), (c) and (d) above, together with all\nrelevant financial information for the Person or assets to be acquired and\nreasonably detailed calculations demonstrating satisfaction of the requirement\nset forth in clause (d) above.\n\n          \"Permitted Encumbrances\" means:\n           ----------------------        \n\n          (a)  Liens imposed by law for taxes that are not yet due or are being\n     contested in compliance with Section 5.04;\n\n          (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's\n     and other like Liens imposed by law, arising in the ordinary course of\n     business and securing obligations that are not overdue by more than 30 days\n     or are being contested in compliance with Section 5.04;\n\n          (c)  pledges and deposits made in the ordinary course of business in\n     compliance with workers' compensation, unemployment insurance and other\n     social security laws or regulations;\n\n          (d)  deposits to secure the performance of bids, trade contracts,\n     leases, statutory obligations, surety and appeal bonds, performance bonds\n     and other obligations of a like nature, in each case in the ordinary course\n     of business;\n\n          (e)  judgment Liens in respect of judgments that do not constitute an\n     Event of Default under paragraph (k) of Article VII;\n\n          (f)  easements, zoning restrictions, rights-of-way and similar\n     encumbrances on real property imposed by law or arising in the ordinary\n     course of business that do not secure any monetary obligations and do not\n     materially detract from the value of the affected property or interfere\n     with the ordinary conduct of business of any Restricted Person;\n\n          (g)  leases and grants of indefeasible rights of use, rights of use\n     and similar rights in respect of capacity, dark fiber and similar assets of\n     the Restricted Persons in the ordinary course of business; and\n\n          (h)  Liens in favor of Loan Parties;\n\nprovided that the term \"Permitted Encumbrances\" shall not include any Lien\n--------                                                                  \nsecuring Indebtedness.\n\n          \"Permitted Holder\" means Pacific Capital Group, Inc. and CIBC World\n           ----------------                                                  \nMarkets Inc. and their respective Affiliates.\n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -24-\n\n          \"Permitted Investments\" means:\n           ---------------------        \n\n          (a)  direct obligations of, or obligations the principal of and\n     interest on which are unconditionally guaranteed by, the United States of\n     America, Canada, the United Kingdom, Germany, France or Italy (or by any\n     agency thereof to the extent such obligations are backed by the full faith\n     and credit of such country), in each case maturing within one year from the\n     date of acquisition thereof;\n\n          (b)  investments in commercial paper maturing within 270 days from the\n     date of acquisition thereof, and rated, at such date of acquisition, not\n     less than A1 by S&amp;P or P1 by Moody's;\n\n          (c)  investments in certificates of deposit, banker's acceptances and\n     time deposits maturing within 180 days from the date of acquisition\n     thereof, issued or guaranteed by or placed with, money market deposit\n     accounts issued or offered by, and demand deposit accounts at any domestic\n     office of any commercial bank organized under the laws of the United States\n     of America or any State thereof or Canada, the United Kingdom, Germany,\n     France or Italy, which has a combined capital and surplus and undivided\n     profits of not less than $500,000,000;\n\n          (d)  interests in any money market mutual fund registered under the\n     Investment Company Act of 1940, as amended, the portfolio of which is\n     limited primarily to obligations described in the foregoing clauses (a),\n     (b) and (c), so long as such fund has total assets of at least\n     $1,000,000,000;\n\n          (e)  fully collateralized repurchase agreements with a term of not\n     more than 30 days for securities described in paragraph (a) above and\n     entered into with a financial institution satisfying the criteria described\n     in paragraph (c) above.\n\n          \"Permitted Securitization\" means any off-balance sheet transaction or\n           ------------------------                                            \nseries of transactions that may be entered into by any Restricted Person\npursuant to which such Restricted Person may sell, convey or otherwise transfer\nto (a) a Receivables Entity (in the case of a transfer by any Restricted Person)\nin a true sale transaction and (b) any other Person (in the case of a transfer\nby a Receivables Entity), and any Receivables Entity may grant a security\ninterest in, any receivables (whether now existing or arising in the future) of\nany Restricted Person, and any assets related thereto including all collateral\nsecuring such receivables, all contracts and all guarantees or other obligations\nin respect of such receivables and the proceeds of such receivables; provided\n                                                                     --------\nthat (i) the aggregate outstanding face amount of the receivables sold into such\nsecuritization, together with the aggregate outstanding face amount of the\nreceivables sold into all other Permitted Securitizations, shall not exceed\n$450,000,000 at any time outstanding, (ii) there shall be no recourse under such\nsecuritization to any Restricted Person other than pursuant to Standard\nSecuritization Undertakings and (iii) the Administrative Agent shall be\nsatisfied that the terms of such securitization are in compliance with the terms\nof this Agreement.\n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -25-\n\n          \"Person\" means any natural person, corporation, limited liability\n           ------                                                          \ncompany, trust, joint venture, association, company, partnership, Governmental\nAuthority or other entity.\n\n          \"Plan\" means any employee pension benefit plan (other than a\n           ----                                                       \nMultiemployer Plan) subject to the provisions of Title IV of ERISA or Section\n412 of the Code or Section 302 of ERISA, and in respect of which GCHL, GCNA or\nany ERISA Affiliate is (or, if such plan were terminated, would under Section\n4069 of ERISA be deemed to be) an \"employer\" as defined in Section 3(5) of\nERISA.\n\n          \"Pledge Agreement\" means (a) the Pledge Agreement dated as of July 2,\n           ----------------                                                    \n1999 among GCHL, GCNA, the other Pledgors party thereto and the Administrative\nAgent, a copy of which is attached as Exhibit E, (b) if required or to the\nextent advisable in a jurisdiction outside the United States, another form of\nagreement providing for the pledge of Equity Interests to secure the Obligations\nsatisfactory in form and scope to the Administrative Agent or (c) any pledge\nagreement in form and substance satisfactory to the Administrative Agent entered\ninto pursuant to paragraph (c) of the definition of \"Collateral and Guarantee\nRequirement\" (and any collateral agency or trustee or similar agreement relating\nthereto).\n\n          \"Preferred Stock\" means the 10-1\/2% Senior Exchangeable Preferred\n           ---------------                                                 \nStock Due 2008 of GCHL.\n\n          \"Prepayment Event\" means:\n           ----------------        \n\n          (a)  any sale, transfer or other disposition (including pursuant to a\n     sale and leaseback transaction) of any property or asset of any Restricted\n     Person, other than (i) dispositions described in paragraphs (a), (b), (g),\n     (h) and (i) of Section 6.05 and (ii) any other disposition (or series of\n     dispositions) as to which the Net Proceeds do not exceed $25,000,000;\n\n          (b)  any casualty or other insured damage to, or any taking under\n     power of eminent domain or by condemnation or similar proceeding of, any\n     property or asset of any Restricted Person, but only to the extent that the\n     Net Proceeds therefrom have not been applied to repair, restore or replace\n     such property or asset, or to reimburse such Restricted Person for\n     expenditures previously made for such purposes, within 360 days after such\n     event (but in no event earlier than the date which is 5 Business Days after\n     the date of receipt of such Net Proceeds); or\n\n          (c)  any sale, transfer or other disposition (including pursuant to a\n     sale and leaseback transaction) of any property or asset of any Restricted\n     Person that would require any redemption of any preferred stock that is not\n     Disqualified Stock absent the requirement that the proceeds thereof be\n     applied to prepay Loans.\n\n          \"Prime Rate\" means the rate of interest per annum publicly announced\n           ----------                                                         \nfrom time to time by The Chase Manhattan Bank as its prime rate in effect at its\nprincipal office in New \n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -26-\n\nYork City; each change in the Prime Rate shall be effective from and including\nthe date such change is publicly announced as being effective.\n\n          \"Pro Forma Basis\" means, as of any date (the \"current date\"), for\n           ---------------                              ------------       \npurposes of determining compliance under specified provisions of this Agreement\nwith Section 6.12 or 6.13 calculated as of the last day of the most recently\nended fiscal quarter of Limited for which financial statements are then\navailable, a computation as if any material acquisition or disposition of\nassets, any related incurrence or repayment of Indebtedness, any issuance of\npreferred stock, any designation of a Restricted Subsidiary as an Unrestricted\nSubsidiary and any designation of an Unrestricted Subsidiary as a Restricted\nSubsidiary that occurred during the period from but excluding the last day of\nsuch fiscal quarter to and including the current date (and giving effect to any\nsuch transactions proposed to be consummated on the current date pursuant to the\napplicable provisions of this Agreement and, in the case of any acquisition,\nwithout giving effect to operating expense reductions) had in fact occurred on\nthe first day of each relevant four quarter period for testing such compliance.\n\n          \"Purchase Money Indebtedness\" means Indebtedness incurred to finance\n           ---------------------------                                        \nthe acquisition, construction, development, installation or improvement of any\nfixed or capital assets, including Capital Lease Obligations and any\nIndebtedness assumed in connection with the acquisition of any such assets or\nsecured by a Lien on any such assets prior to the acquisition thereof, and\nextensions, renewals and replacements of any such Indebtedness that do not\nincrease the outstanding principal amount thereof or result in an earlier\nmaturity date or decreased weighted average life thereof; provided that such\n                                                          --------          \nIndebtedness is incurred or assumed prior to or within 90 days after such\nacquisition or the completion of such construction or improvement.\n\n          \"Reaffirmation Agreement\" means an agreement substantially in the form\n           -----------------------                                              \nof Exhibit F or, if required or to the extent advisable in a jurisdiction\noutside the United States, another form of agreement providing for the\nreaffirmation of the grant of security to the Administrative Agent under the\nSecurity Documents executed and delivered pursuant to the Existing Credit\nAgreement.\n\n          \"Receivables Entity\" means a wholly owned Subsidiary of Limited (or\n           ------------------                                                \nanother Person in which Limited or any Restricted Subsidiary may make an\ninvestment and to which Limited or any Restricted Subsidiary transfers\nreceivables and related assets) which engages in no activities other than in\nconnection with the financing of receivables and which is designated by the\nBoard of Directors of GCHL or GCNA (as provided below) as a Receivables Entity,\n(a) no portion of the Indebtedness or any other obligations (contingent or\notherwise) of which (i) is guaranteed by any Restricted Person (excluding\nguarantees of obligations, other than the principal of, and interest on,\nIndebtedness, under Standard Securitization Undertakings), (ii) is recourse to\nor obligates any Restricted Person in any way other than pursuant to Standard\nSecuritization Undertakings or (iii) subjects any property or asset of any\nRestricted Person, directly or indirectly, contingently or otherwise, to the\nsatisfaction thereof, other than the receivables sold into the applicable\nPermitted Securitization and other than pursuant to Standard Securitization\nUndertakings, (b) with which no Restricted Person has any material contract,\n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -27-\n\nagreement, arrangement or understanding other than on terms no less favorable to\nany Restricted Person than those that might be obtained at the time from Persons\nthat are not Affiliates of any Restricted Person, other than fees payable in the\nordinary course of business in connection with servicing receivables, and (c) to\nwhich no Restricted Person has any obligation to maintain or preserve such\nentity's financial condition or cause such entity to achieve certain levels of\noperating results.  Any such designation by the Board of Directors of GCHL or\nGCNA shall be evidenced to the Administrative Agent by filing with the\nAdministrative Agent a certified copy of the resolution of such Board of\nDirectors giving effect to such designation and an officers' certificate of the\napplicable Borrower certifying that such designation complied with the foregoing\nconditions.\n\n          \"Register\" has the meaning set forth in Section 9.04.\n           --------                                            \n\n          \"Related Parties\" means, with respect to any specified Person, such\n           ---------------                                                   \nPerson's Affiliates and the respective directors, trustees, officers, employees,\nagents and advisors of such Person and such Person's Affiliates.\n\n          \"Required Lenders\" means, at any time, Lenders having Revolving\n           ----------------                                              \nExposures, Term Loans and unused Commitments representing more than 50% of the\nsum of the total Revolving Exposures, outstanding Term Loans and unused\nCommitments at such time.\n\n          \"Restatement Effective Date\" means the date upon which the conditions\n           --------------------------                                          \nto effectiveness set forth in Section 4.01 shall have been satisfied or waived.\n\n          \"Restricted Indebtedness\" means Indebtedness of any Restricted Person,\n           -----------------------                                              \nthe payment, prepayment, redemption, repurchase or defeasance of which is\nrestricted under Section 6.08(b).\n\n          \"Restricted Payment\" means any dividend or other distribution (whether\n           ------------------                                                   \nin cash, securities or other property) with respect to any Equity Interests in\nany Restricted Person, or any payment (whether in cash, securities or other\nproperty), including any sinking fund or similar deposit, on account of the\npurchase, redemption, retirement, acquisition, cancellation or termination of\nany Equity Interests in any Restricted Person or any option, warrant or other\nright to acquire any such Equity Interests in any Restricted Person; provided\n                                                                     --------\nthat no such dividend, distribution or payment shall constitute a \"Restricted\nPayment\" to the extent made solely in Equity Interests in Limited (other than\nDisqualified Stock).\n\n          \"Restricted Person\" means each of Limited, GCHL, GCNA and the\n           -----------------                                           \nRestricted Subsidiaries.\n\n          \"Restricted Subsidiary\" means any Subsidiary that is not an\n           ---------------------                                     \nUnrestricted Subsidiary, and shall in any event include the following Persons,\nwhich may not be designated as Unrestricted Subsidiaries without the prior\nconsent of the relevant Supermajority Lenders and compliance with the other\nrequirements set forth in the definition of \"Unrestricted Subsidiary\":  (a)\nGCHL, (b) each Subsidiary specified as a Restricted Subsidiary on Schedule 3.12\nand each \n\n                                Credit Agreement   \n                                ----------------   \n\n \n                                      -28-\n\n\ndirect or indirect subsidiary of any of them as of the Restatement Effective\nDate (other than any such direct or indirect subsidiary specified on Schedule\n3.12 as an Unrestricted Subsidiary), (c) GCNA and each direct or indirect\nsubsidiary of GCNA as of the Restatement Effective Date, other than GlobalCenter\nand its subsidiaries, any holding company that directly owns Equity Interests in\nGlobalCenter, and the LECs and (d) each other direct or indirect Subsidiary of\nLimited whose business activities constitute a material component (determined as\nprovided below) of the specific business conducted or anticipated to be\nconducted by any Subsidiary (an \"Existing Subsidiary\") that is either specified\n                                 -------------------                 \nin the foregoing clauses (a), (b) or (c) or that is a direct or indirect\nsubsidiary of any Subsidiary specified in the foregoing clauses (a), (b) or (c).\nUnrestricted Subsidiaries may be designated as Restricted Subsidiaries in\ncompliance with the requirements set forth in the definition of \"Unrestricted\nSubsidiary\".\n\n          In determining whether a Subsidiary conducts a business activity that\nis a \"material component\" as contemplated above of the specific business\n      ------------------                                                \nconducted or anticipated to be conducted by any Existing Subsidiary, any\nSubsidiary described below shall be included:\n\n          (A)  any Subsidiary to which any material amount of assets owned, or\n     business conducted, by an Existing Subsidiary on the Restatement Effective\n     Date are transferred, sold or otherwise disposed of after the Restatement\n     Effective Date;\n\n          (B)  any Subsidiary that owns assets or conducts a business that\n     constitutes an enhancement or upgrade to the assets or business conducted\n     by an Existing Subsidiary on the Restatement Effective Date to the extent\n     such enhancements or upgrades become or are intended to become an integral\n     part of the systems or operations conducted by such Existing Subsidiary,\n     whether such enhancements or upgrades arise out of capital expenditures or\n     out of the acquisition of assets or business; and\n\n          (C)  any Subsidiary that provides the same service in the same\n     geographic region to the customer base served by an Existing Subsidiary,\n     even though that service may be offered by means of an alternate or\n     competing technology, if the net result of the operation of such service is\n     to divert a substantial amount of the current or currently anticipated\n     revenues of such Existing Subsidiary.\n\n          \"Revolving\" refers to the Revolving Credit Borrowings, Commitments and\n           ---------                                                            \nLoans, and to the Revolving Term Borrowings, Commitments and Loans during the\nRevolving Term Availability Period.\n\n          \"Revolving Credit Availability Period\" means the period from and\n           ------------------------------------                           \nincluding the Original Effective Date to but excluding the earlier of the\nRevolving Credit Maturity Date and the date of termination of the Revolving\nCredit Commitments.\n\n          \"Revolving Credit Commitment\" means, with respect to each Lender, the\n           ---------------------------                                         \ncommitment, if any, of such Lender to make Revolving Credit Loans and to acquire\nparticipations in Letters of Credit and Swingline Loans hereunder, expressed as\nan amount representing the maximum aggregate amount of such Lender's Revolving\nCredit Exposure \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -29-\n\nhereunder, as such commitment may be (a) reduced from time to time pursuant to\nSection 2.08 and (b) reduced or increased from time to time pursuant to\nassignments by or to such Lender pursuant to Section 9.04. The amount of each\nLender's Revolving Credit Commitment as of the Restatement Effective Date is set\nforth on Schedule 2.01 or, if such Lender shall assume a Revolving Credit\nCommitment after the Restatement Effective Date, in the Assignment and\nAcceptance pursuant to which such Lender shall have assumed such Revolving\nCredit Commitment. The aggregate amount of the Lenders' Revolving Credit\nCommitments on the Restatement Effective Date is $1,000,000,000.\n\n          \"Revolving Credit Exposure\" means, with respect to any Lender at any\n           -------------------------                                          \ntime, the sum of the outstanding principal amount of such Lender's Revolving\nCredit Loans and its LC Exposure and Swingline Exposure at such time.\n\n          \"Revolving Credit Lender\" means a Lender with a Revolving Credit\n           -----------------------                                        \nCommitment or, if the Revolving Credit Commitments have terminated or expired, a\nLender with Revolving Credit Exposure.\n\n          \"Revolving Credit Loan\" means a Loan made pursuant to paragraph (c) of\n           ---------------------                                                \nSection 2.01.\n\n          \"Revolving Credit Maturity Date\" means July 2, 2004.\n           ------------------------------                     \n\n          \"Revolving Exposure\" means the Revolving Credit Exposures or Revolving\n           ------------------                                                   \nTerm Exposures, or both, as applicable.\n\n          \"Revolving Term Availability Period\" means the period from and\n           ----------------------------------                           \nincluding the Restatement Effective Date to and including the Revolving Term\nConversion Date.\n\n          \"Revolving Term Commitment\" means, with respect to each Lender, the\n           -------------------------                                         \ncommitment, if any, of such Lender to make Revolving Term Loans, expressed as an\namount representing the maximum aggregate amount of such Lender's Revolving Term\nExposure hereunder, as such commitment may be (a) reduced from time to time\npursuant to Section 2.08 and (b) reduced or increased from time to time pursuant\nto assignments by or to such Lender pursuant to Section 9.04.  The initial\namount of each Lender's Revolving Term Commitment is set forth in the Lender\nAddendum executed and delivered by such Lender or in the Assignment and\nAcceptance pursuant to which such Lender shall have assumed its Revolving Term\nCommitment, as applicable.  The aggregate amount of the Lenders' Revolving Term\nCommitments on the Restatement Effective Date is $700,000,000.\n\n          \"Revolving Term Conversion Date\" means the date two years after the\n           ------------------------------                                    \nRestatement Effective Date, provided that if such date is not a Business Day,\n                            --------                                         \nthen the Revolving Term Conversion Date shall be the next following Business\nDay.\n\n          \"Revolving Term Exposure\" means, with respect to any Lender at any\n           -----------------------                                          \ntime, the sum of the outstanding principal amount of such Lender's Revolving\nTerm Loans at such time.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -30-\n\n          \"Revolving Term Lender\" means a Lender with a Revolving Term\n           ---------------------                                      \nCommitment or, if the Revolving Term Commitments have terminated or expired, a\nLender with Revolving Term Exposure.\n\n          \"Revolving Term Loan\" means a Loan made pursuant to paragraph (b) of\n           -------------------                                                \nSection 2.01.\n\n          \"Revolving Term Maturity Date\" means July 2, 2004.\n           ----------------------------                     \n\n          \"S&amp;P\" means Standard &amp; Poor's.\n           ---                          \n\n          \"Security Documents\" means the Pledge Agreements, the Reaffirmation\n           ------------------                                                \nAgreement and each other security agreement or other instrument or document\nexecuted and delivered pursuant to Section 5.10 or 5.11 to secure any of the\nObligations.\n\n          \"Senior Notes\" means the 9-5\/8% Senior Notes Due 2008 of GCHL.\n           ------------                                                 \n\n          \"Senior Note Indenture\" means the indenture dated as of May 18, 1998,\n           ---------------------                                               \namong GCHL, the guarantors referred to therein and United States Trust Company\nof New York, as trustee, as amended in accordance with the Consent.\n\n          \"Senior Secured Leverage Ratio\" means, on any date, the ratio of (a)\n           -----------------------------                                      \nTotal Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for\nthe period of four consecutive fiscal quarters of Limited ended on such date\n(or, if such date is not the last day of a fiscal quarter, ended on the last day\nof the fiscal quarter of Limited most recently ended prior to such date for\nwhich financial statements of Limited are available).\n\n          \"Standard Securitization Undertakings\" means representations,\n           ------------------------------------                        \nwarranties, covenants and indemnities entered into by a Restricted Person that\nare reasonably customary in the non-recourse securitization of receivables\ntransactions.\n\n          \"Statutory Reserve Rate\" means a fraction (expressed as a decimal),\n           ----------------------                                            \nthe numerator of which is the number one and the denominator of which is the\nnumber one minus the aggregate of the maximum reserve percentages (including any\n           -----                                                                \nmarginal, special, emergency or supplemental reserves) expressed as a decimal\nestablished by the Board to which the Administrative Agent is subject for\neurocurrency funding (currently referred to as \"Eurocurrency Liabilities\" in\nRegulation D of the Board).  Such reserve percentages shall include those\nimposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to\nconstitute eurocurrency funding and to be subject to such reserve requirements\nwithout benefit of or credit for proration, exemptions or offsets that may be\navailable from time to time to any Lender under such Regulation D or any\ncomparable regulation.  The Statutory Reserve Rate shall be adjusted\nautomatically on and as of the effective date of any change in any reserve\npercentage.\n\n          \"subsidiary\" means, with respect to any Person (the \"parent\") at any\n           ----------                                          ------         \ndate, any corporation, limited liability company, partnership, association or\nother entity the accounts of \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -31-\n\nwhich would be consolidated with those of the parent in the parent's\nconsolidated financial statements if such financial statements were prepared in\naccordance with GAAP as of such date, as well as any other corporation, limited\nliability company, partnership, association or other entity (a) of which\nsecurities or other ownership interests representing more than 50% of the equity\nor more than 50% of the ordinary voting power or, in the case of a partnership,\nmore than 50% of the general partnership interests are, as of such date, owned,\ncontrolled or held, or (b) that is, as of such date, otherwise Controlled, by\nthe parent or one or more subsidiaries of the parent or by the parent and one or\nmore subsidiaries of the parent.\n\n          \"Subsidiary\" means any subsidiary of Limited.\n           ----------                                  \n\n          \"Subsidiary Loan Party\" means each Restricted Subsidiary which has\n           ---------------------                                            \nexecuted and delivered to the Administrative Agent a Guarantee Agreement and an\nIndemnity, Subrogation and Contribution Agreement satisfactory to the\nAdministrative Agent and which has pledged as Collateral any Equity Interest\nowned by it and required to be pledged to satisfy the Collateral and Guarantee\nRequirement.\n\n          \"Supermajority Lenders\" means, at any time, (a) as used in the\n           ---------------------                                        \ndefinitions of \"Restricted Subsidiary\" and \"Unrestricted Subsidiary\", and in\nSections 2.08(e) and 6.05(d), Lenders having Revolving Exposures, Term Loans and\nunused Commitments representing more than 66-2\/3% of the sum of the total\nRevolving Exposures, outstanding Term Loans and unused Commitments at such time\nand (b) as used in Sections 2.11(e) and 6.03, Lenders having Revolving\nExposures, Term Loans and unused Commitments representing more than 75% of the\nsum of the total Revolving Exposures, outstanding Term Loans and unused\nCommitments at such time.\n\n          \"Swingline Exposure\" means, at any time, the aggregate principal\n           ------------------                                             \namount of all Swingline Loans outstanding at such time.  The Swingline Exposure\nof any Lender at any time shall be its Applicable Revolving Credit Percentage of\nthe total Swingline Exposure at such time.\n\n          \"Swingline Lender\" means The Chase Manhattan Bank, in its capacity as\n           ----------------                                                    \nlender of Swingline Loans hereunder.\n\n          \"Swingline Loan\" means a Loan made pursuant to Section 2.04.\n           --------------                                             \n\n          \"Synthetic Purchase Agreement\" means any swap, derivative or other\n           ----------------------------                                     \nagreement or combination of agreements pursuant to which any Restricted Person\nis or may become obligated to make (a) any payment in connection with a purchase\nby any third party from a Person other than any Restricted Person of any Equity\nInterest or Restricted Indebtedness or (b) any payment (other than on account of\na permitted purchase by it of any Equity Interest or any Restricted\nIndebtedness) the amount of which is determined by reference to the price or\nvalue at any time of any Equity Interest or Restricted Indebtedness; provided\n                                                                     --------\nthat no phantom stock or similar plan providing for payments only to current or\nformer directors, officers or employees of any Restricted Person (or to their\nheirs or estates) shall be deemed to be a Synthetic Purchase Agreement.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -32-\n\n          \"Taxes\" means any and all present or future taxes, levies, imposts,\n           -----                                                             \nduties, deductions, charges or withholdings imposed by any Governmental\nAuthority.\n\n          \"Term\" refers to the Tranche B Term Borrowings, Commitments and Loans,\n           ----                                                                 \nand to the Revolving Term Borrowings, Commitments and Loans following the\nRevolving Term Availability Period.\n\n          \"Term Loans\" means Revolving Term Loans (but only after the Revolving\n           ----------                                                          \nTerm Conversion Date), Tranche B Term Loans and Incremental Loans.\n\n          \"Total Indebtedness\" means, as of any date, the sum of (a) the\n           ------------------                                           \naggregate principal amount of Indebtedness of the Restricted Persons outstanding\nas of such date, in the amount that would be reflected on a balance sheet\nprepared as of such date on a consolidated basis in accordance with GAAP, plus\n                                                                          ----\n(b) the aggregate principal amount of Indebtedness of the Restricted Persons\noutstanding as of such date that is not required to be reflected on a balance\nsheet in accordance with GAAP, determined on a consolidated basis; provided that\n                                                                   --------     \nthe term \"Indebtedness\" shall not include contingent obligations of any\nRestricted Person as an account party in respect of any letter of credit or\nletter of guaranty unless such letter of credit or letter of guaranty supports\nan obligation that constitutes Indebtedness.  For purposes of computing Total\nIndebtedness, in determining compliance with Sections 2.11(d) and 6.13, the\noutstanding principal amount of the Indebtedness of the Restricted Persons shall\nbe deemed reduced by an amount equal to the amount in excess of $100,000,000 of\ncash (other than cash held as collateral for any obligation other than the\nObligations) on the consolidated balance sheet of the Restricted Persons as of\nsuch date.\n\n          \"Total Senior Secured Indebtedness\" means, as of any date, the Loans\n           ---------------------------------                                  \nand that portion of Total Indebtedness that ranks pari passu with the Loans and\n                                                  ---- -----                   \nis secured by any collateral.\n\n          \"Tranche B Commitment\" means, with respect to each Lender, the\n           --------------------                                         \ncommitment, if any, of such Lender to make a Tranche B Term Loan hereunder on\nthe Restatement Effective Date, expressed as an amount representing the maximum\nprincipal amount of the Tranche B Term Loan to be made by such Lender hereunder,\nas such commitment may be (a) reduced from time to time pursuant to Section 2.08\nand (b) reduced or increased from time to time pursuant to assignments by or to\nsuch Lender pursuant to Section 9.04.  The initial amount of each Lender's\nTranche B Commitment is set forth in the Lender Addendum executed and delivered\nby such Lender or in the Assignment and Acceptance pursuant to which such Lender\nshall have assumed its Tranche B Commitment, as applicable.  The initial\naggregate amount of the Lenders' Tranche B Commitments is $550,000,000.\n\n          \"Tranche B Lender\" means a Lender with a Tranche B Commitment or an\n           ----------------                                                  \noutstanding Tranche B Term Loan.\n\n          \"Tranche B Maturity Date\" means June 30, 2006.\n           -----------------------                      \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -33-\n\n          \"Tranche B Term Loan\" means a Loan made pursuant to clause (a) of\n           -------------------                                             \nSection 2.01.\n\n          \"Transactions\" means the execution, delivery and performance by each\n           ------------                                                       \nLoan Party of the Loan Documents to which it is to be a party, the borrowing of\nLoans, the use of the proceeds thereof as contemplated hereby and the issuance\nof Letters of Credit hereunder.\n\n          \"Type\", when used in reference to any Loan or Borrowing, refers to\n           ----                                                             \nwhether the rate of interest on such Loan, or on the Loans comprising such\nBorrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate\nBase Rate.\n\n          \"Unrestricted Subsidiary\" means (a) each Subsidiary specified as an\n           -----------------------                                           \nUnrestricted Subsidiary on Schedule 3.12, (b) any other Subsidiary that shall\nhave been designated an Unrestricted Subsidiary in the manner provided below,\n(c) each Receivables Entity and (d) any Subsidiary of an Unrestricted\nSubsidiary.\n\n          Limited may designate any Subsidiary (including any newly acquired or\nnewly formed Subsidiary) to be an Unrestricted Subsidiary as contemplated by\nclause (b) above if (i) neither such Subsidiary nor any of its Subsidiaries owns\nany Equity Interests or Indebtedness of, or holds any Lien on any property of,\nany Restricted Person, (ii) after giving effect to such designation, the\nRestricted Persons shall be in compliance with the covenants contained in\nSections 6.12 and 6.13 computed on a Pro Forma Basis as at the last day of the\nmost recently ended fiscal quarter of Limited for which financial statements are\navailable, provided that in the case of the designation of any of the LECs as an\n           --------                                                             \nUnrestricted Subsidiary, the foregoing pro forma requirement for compliance with\n                                       --- -----                                \nSection 6.12 shall be deemed to be 2.00 rather than, as applicable, 2.25 or\n2.50, (iii) no Default shall have occurred and be continuing or would result\ntherefrom, (iv) in the case of any Subsidiary referred to in clause (b), (c) or\n(d) of the definition of \"Restricted Subsidiary\" (excluding GCNA), the prior\nconsent of the relevant Supermajority Lenders shall have been obtained, (v) in\nthe case of GCHL and GCNA, the prior consent of each Lender shall have been\nobtained and (vi) in the case of any Subsidiary other than any Subsidiary\nreferred to in clause (a), (b), (c) or (d) of the definition of \"Restricted\nSubsidiary,\" such designation shall be in compliance with Section 6.05(c), (j)\nand (k), as applicable.\n\n          Limited may designate any Unrestricted Subsidiary (including any\nUnrestricted Subsidiary listed on Schedule 3.12) to be a Restricted Subsidiary\nif (A) no Default shall have occurred and be continuing or would result\ntherefrom, (B) after giving effect to such designation, the Restricted Persons\nshall be in compliance with the covenants contained in Sections 6.12 and 6.13\ncomputed on a Pro Forma Basis as at the last day of the most recently ended\nfiscal quarter of Limited for which financial statements are available, (C) all\nIndebtedness and Liens of such Subsidiary could be incurred by it on the date of\nsuch designation (without reliance on Section 6.01(a)(vii) or 6.02(a)(iv),\nprovided that any Indebtedness that existed at the time such Unrestricted\n--------                                                                 \nSubsidiary first became a Subsidiary and was not created in contemplation of or\nin connection with such Unrestricted Subsidiary becoming a Subsidiary shall be\ndisregarded for purposes of this clause (C)) and (D) such Subsidiary shall be in\ncompliance with the Collateral \n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -34-\n\nand Guarantee Requirement giving effect to the applicable time specified for\ncompliance in Section 5.10.\n\n          Limited shall promptly notify the Administrative Agent in writing of\nany such designation and shall deliver to the Administrative Agent a certificate\nsigned by a Financial Officer of Limited certifying that such designation\ncomplied with the foregoing provisions together with reasonably detailed\ncalculations demonstrating satisfaction of the requirement set forth in clause\n(ii) of the second sentence of this definition or in clause (B) of the third\nsentence of this definition, as applicable.\n\n          \"Withdrawal Liability\" means liability to a Multiemployer Plan as a\n           --------------------                                              \nresult of a complete or partial withdrawal from such Multiemployer Plan, as such\nterms are defined in Part I of Subtitle E of Title IV of ERISA.\n\n          SECTION 1.02.  Classification of Loans and Borrowings. For purposes of\n                         --------------------------------------\nthis Agreement, Loans may be classified and referred to by Class (e.g., a\n                                                                  ----\n\"Revolving Credit Loan\") or by Type (e.g., a \"Eurodollar Loan\") or by Class and\n                                     ----\nType (e.g., a \"Eurodollar Revolving Credit Loan\"). Borrowings also may be\n      ----\nclassified and referred to by Class (e.g., a \"Revolving Credit Borrowing\") or by\n                                     ----\nType (e.g., a \"Eurodollar Borrowing\") or by Class and Type (e.g., a \"Eurodollar\n      ----                                                  ----\nRevolving Credit Borrowing\").\n\n          SECTION 1.03.  Terms Generally. The definitions of terms herein shall\n                         ---------------\napply equally to the singular and plural forms of the terms defined. Whenever\nthe context may require, any pronoun shall include the corresponding masculine,\nfeminine and neuter forms. The words \"include\", \"includes\" and \"including\" shall\nbe deemed to be followed by the phrase \"without limitation\". The word \"will\"\nshall be construed to have the same meaning and effect as the word \"shall\".\nUnless the context requires otherwise (a) any definition of or reference to any\nagreement, instrument or other document herein shall be construed as referring\nto such agreement, instrument or other document as from time to time amended,\nsupplemented or otherwise modified (subject to any restrictions on such\namendments, supplements or modifications set forth herein), (b) any reference\nherein to any Person shall be construed to include such Person's successors and\nassigns, (c) the words \"herein\", \"hereof\" and \"hereunder\", and words of similar\nimport, shall be construed to refer to this Agreement in its entirety and not to\nany particular provision hereof, (d) all references herein to Articles,\nSections, Exhibits and Schedules shall be construed to refer to Articles and\nSections of, and Exhibits and Schedules to, this Agreement and (e) the words\n\"asset\" and \"property\" shall be construed to have the same meaning and effect\nand to refer to any and all tangible and intangible assets and properties,\nincluding cash, securities, accounts and contract rights. References herein to\nthe taking of any action of an administrative nature by, or the officers of, the\nBorrowers, Limited, GCHL or GCNA shall be deemed to include references to\nLimited, GCHL or GCNA taking such action on behalf of any specified Person, or\nto the analogous officer of the others, and the Administrative Agent is\nexpressly authorized to accept any such action taken by any of Limited, GCHL or\nGCNA, or the applicable officers of any of them, as having the same effect as if\ntaken by each specified Person or officer.\n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -35-\n\n          Pursuant to transactions entered into on or about January 12, 2000,\nLimited (i) acquired 50% of the Equity Interests of Hutchison Global Crossing\nHoldings Limited (with the remaining 50% of such Equity Interests being owned by\nHutchison Whampoa Limited) and (ii) issued to Hutchison Whampoa Limited\n$400,000,000 aggregate liquidation preference of its 6-3\/8% cumulative\nconvertible preferred stock, series B.  In furtherance of the foregoing\ntransaction, the provisions of this Agreement are hereby waived to the extent\nrequired to permit (a) the consummation and operation of a joint venture\ntransaction with Hutchison Whampoa Limited, consisting of (x) the making of\ninvestments (whether in cash or other consideration) by Restricted Persons to\nHutchison Global Crossing Holdings Limited in an aggregate amount up to but not\nexceeding $150,000,000 (inclusive of amounts invested prior to the Restatement\nEffective Date), (y) the contribution of telecommunications capacity rights on\nthe network of Limited and its Subsidiaries and global data center capabilities\nthat have an aggregate value of up to $350,000,000 (inclusive of amounts\ncontributed prior to the Restatement Effective Date) and (z) the issuance of\nguarantees by Limited in support of commitments (not constituting Indebtedness)\nbeing made to Governmental Authorities and other entities in connection with the\nbusiness of such joint venture and (b) any transfers of assets by the Restricted\nPersons, and any transactions with Affiliates, required to permit the foregoing\ninvestments or contributions to be made.\n\n          SECTION 1.04.  Accounting Terms; GAAP; Treatment of Unrestricted\n                         -------------------------------------------------\nSubsidiaries. \n------------\n\n          (a)  Accounting Terms Generally. Except as otherwise expressly\n               --------------------------\nprovided herein, all terms of an accounting or financial nature shall be\nconstrued in accordance with GAAP, as in effect from time to time; provided\n                                                                   --------\nthat, if Limited notifies the Administrative Agent that it requests an amendment\nto any provision hereof to eliminate the effect of any change occurring after\nthe Restatement Effective Date in GAAP or in the application thereof on the\noperation of such provision (or if the Administrative Agent notifies Limited\nthat the Required Lenders request an amendment to any provision hereof for such\npurpose or to eliminate the effect of any voluntary change by any Restricted\nPerson in the application of GAAP), regardless of whether any such notice is\ngiven before or after such change in GAAP or in the application thereof, then\nsuch provision shall be interpreted on the basis of GAAP as in effect and\napplied immediately before such change shall have become effective until such\nnotice shall have been withdrawn or such provision amended in accordance\nherewith. For purposes of calculating compliance with any covenant, Defeased\nObligations shall not constitute Indebtedness and the assets used to effect the\ndefeasance thereof shall not constitute assets of any Restricted Person.\n\n          (b)  Treatment of Unrestricted Subsidiaries.  Except as otherwise\n               --------------------------------------                      \nexpressly provided herein, all accounting and financial calculations and\ndeterminations hereunder shall be made without consolidating the accounts of\nUnrestricted Subsidiaries with those of any Restricted Person, notwithstanding\nthat such treatment is inconsistent with GAAP.\n\n          SECTION 1.05.  Construction of the Term \"Borrower\". Prior to the GCHL\n                         ----------------------------------\nConversion Date and the Limited Conversion Date (and subject to Section\n6.03(a)(i) and (ii)),\n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -36-\n\n(a) all representations and warranties by either Borrower under this Agreement\nwill be deemed to be made by each of GCHL and GCNA, (b) each of GCHL and GCNA\nshall be bound by the covenants of either Borrower under this Agreement and (c)\neach of GCHL and GCNA shall be jointly and severally liable for each other\nagreement of the other Borrower under this Agreement and for each of the\nObligations (except in the case of GCHL with respect to Obligations of GCNA as\ncontemplated by the proviso to paragraph (v) of the definition of Collateral and\nGuarantee Requirement).\n\n          SECTION 1.06.  Delivery of Lender Addenda. Each Revolving Term Lender\n                         --------------------------\nand each Tranche B Lender shall become a party to this Agreement by delivering\nto the Administrative Agent a Lender Addendum duly executed by such Lender, each\nBorrower and the Administrative Agent.\n\n                                  ARTICLE II\n\n                                  THE CREDITS\n\n          SECTION 2.01.  Commitments. Subject to the terms and conditions set\n                         -----------\nforth herein, each Lender agrees (a) to make a Tranche B Term Loan to the\nBorrowers on the Restatement Effective Date in a principal amount equal to its\nTranche B Commitment, (b) to make Revolving Term Loans to the Borrowers from\ntime to time during the Revolving Term Availability Period in an aggregate\nprincipal amount that will not result in such Lender's Revolving Term Exposure\nexceeding such Lender's Revolving Term Commitment and (c) to make Revolving\nCredit Loans to the Borrowers from time to time during the Revolving Credit\nAvailability Period in an aggregate principal amount that will not result in\nsuch Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit\nCommitment. Within the foregoing limits and subject to the terms and conditions\nset forth herein, the Borrowers may (i) during the Revolving Credit Availability\nPeriod, borrow, prepay and reborrow Revolving Credit Loans and (ii) during the\nRevolving Term Availability Period, borrow, prepay and reborrow Revolving Term\nLoans. Amounts repaid in respect of Term Loans may not be reborrowed.\n\n          SECTION 2.02.  Loans and Borrowings.\n                         --------------------\n\n          (a)  Obligations of Lenders.  Each Loan (other than a Swingline Loan)\n               ----------------------                                          \nshall be made as part of a Borrowing consisting of Loans of the same Class and\nType made by the Lenders ratably in accordance with their respective Commitments\nof the applicable Class.  The failure of any Lender to make any Loan required to\nbe made by it shall not relieve any other Lender of its obligations hereunder;\nprovided that the Commitments of the Lenders are several and no Lender shall be\n--------                                                                       \nresponsible for any other Lender's failure to make Loans as required.\n\n          (b)  Certain Requirements Applicable to Revolving Borrowings.  Each\n               -------------------------------------------------------       \nBorrowing of Revolving Credit and Revolving Term Loans during the Revolving Term\nAvailability Period (other than on the Revolving Term Conversion Date), shall be\nmade in such manner so that, after giving effect to such Borrowing, the\noutstanding Revolving Credit Exposures and Revolving Term Exposures are, to the\nextent practicable, substantially equivalent to the respective amounts \n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -37-\n\n\nthat would be outstanding if such respective Exposures were ratable in\naccordance with the then outstanding amounts of the Revolving Credit Commitments\nand Revolving Term Commitments. Without limiting the generality of the\nforegoing, within 30 days of the Restatement Effective Date, the Borrowers will\nborrow Revolving Term Loans, and prepay Revolving Credit Loans, in such amount\nas shall be necessary so that, after giving effect to such Borrowing and\nprepayment, the conditions of the immediately preceding sentence will be\nsatisfied.\n\n          (c)  Type of Loans.  Subject to Section 2.14, each Revolving Credit\n               -------------                                                 \nBorrowing, Revolving Term Borrowing and Term Borrowing shall be comprised\nentirely of ABR Loans or Eurodollar Loans as the Borrowers may request in\naccordance herewith; provided that all Revolving Term Borrowings and Tranche B\n                     --------                                                 \nTerm Loan Borrowings made on the Restatement Effective Date must be made as ABR\nBorrowings.  Each Swingline Loan shall be an ABR Loan.  Each Lender at its\noption may make any Eurodollar Loan by causing any domestic or foreign branch or\nAffiliate of such Lender to make such Loan; provided that any exercise of such\n                                            --------                          \noption shall not affect the obligation of the Borrowers to repay such Loan in\naccordance with the terms of this Agreement.\n\n          (d)  Minimum Amounts; Limitation on Number of Borrowings.  At the\n               ---------------------------------------------------         \ncommencement of each Interest Period for any Eurodollar Borrowing, such\nBorrowing shall be in an aggregate amount that is not less than $20,000,000.  At\nthe time that each ABR Revolving Credit Borrowing or ABR Revolving Term\nBorrowing is made, such Borrowing shall be in an aggregate amount that is not\nless than $10,000,000; provided that, subject to the requirements of paragraph\n                       --------                                               \n(b) of this Section, any such ABR Borrowing may be in an aggregate amount that\nis equal to the entire unused balance of the total Revolving Commitments of the\napplicable Class, and any ABR Revolving Credit Borrowing may be in an aggregate\namount that is required to finance the reimbursement of an LC Disbursement as\ncontemplated by Section 2.05(e).  Each Swingline Loan shall be in an amount that\nis not less than $100,000.  Borrowings of more than one Type and Class may be\noutstanding at the same time; provided that there shall not at any time be more\n                              --------                                         \nthan a total of 10 Eurodollar Borrowings outstanding for each Class of\nBorrowing.\n\n          (e)  Limitations on Interest Periods.  Notwithstanding any other\n               -------------------------------                            \nprovision of this Agreement, the Borrowers shall not be entitled to request, or\nto elect to convert or continue, any Borrowing if the Interest Period requested\nwith respect thereto would end after the Revolving Credit Maturity Date,\nRevolving Term Maturity Date or Tranche B Maturity Date, as applicable.\n\n          SECTION 2.03.  Requests for Borrowings. To request a Revolving\n                         -----------------------\nBorrowing or Term Borrowing, the Borrowers shall notify the Administrative Agent\nof such request by telephone (a) in the case of a Eurodollar Borrowing, not\nlater than 1:00 p.m., New York City time, three Business Days before the date of\nthe proposed Borrowing or (b) in the case of an ABR Borrowing, not later than\n1:00 p.m., New York City time, one Business Day before the date of the proposed\nBorrowing; provided that any such notice of an ABR Revolving Credit Borrowing to\n           --------\nfinance the reimbursement of an LC Disbursement as contemplated by Section\n2.05(e) may be given not later than 10:00 a.m., New York City time, on the date\nof the proposed Borrowing. Each such telephonic Borrowing Request shall be\nirrevocable and shall be\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -38-\n\nconfirmed promptly by hand delivery or telecopy to the Administrative Agent of a\nwritten Borrowing Request in a form approved by the Administrative Agent and\nsigned by the Borrower. Each such telephonic and written Borrowing Request shall\nspecify the following information in compliance with Section 2.02:\n\n          (i)   whether the requested Borrowing is to be a Revolving Credit\n     Borrowing, Revolving Term Borrowing or Tranche B Term Borrowing;\n\n          (ii)  the aggregate amount of such Borrowing;\n\n          (iii) the date of such Borrowing, which shall be a Business Day;\n\n          (iv)  whether such Borrowing is to be an ABR Borrowing or a Eurodollar\n     Borrowing;\n\n          (v)   in the case of a Eurodollar Borrowing, the initial Interest\n     Period to be applicable thereto, which shall be a period contemplated by\n     the definition of the term \"Interest Period\"; and\n\n          (vi)  the identity of the applicable Borrower and the location and\n     number of such Borrower's account to which funds are to be disbursed, which\n     shall comply with the requirements of Section 2.06.\n\nIf no election as to the Type of Borrowing is specified, then the requested\nBorrowing shall be an ABR Borrowing.  If no Interest Period is specified with\nrespect to any requested Eurodollar Revolving Borrowing, then the Borrowers\nshall be deemed to have selected an Interest Period of one month's duration.\nPromptly following receipt of a Borrowing Request in accordance with this\nSection, the Administrative Agent shall advise each Lender of the details\nthereof and of the amount of such Lender's Loan to be made as part of the\nrequested Borrowing.  The Borrowers may combine within a single document\nBorrowing Requests for more than one Borrowing.\n\n          SECTION 2.04.  Swingline Loans.\n                         ---------------\n\n          (a)  Agreement to Make Swingline Loans.  Subject to the terms and\n               ---------------------------------                           \nconditions set forth herein, the Swingline Lender agrees to make Swingline Loans\nto the Borrowers from time to time during the Revolving Credit Availability\nPeriod, in an aggregate principal amount at any time outstanding that will not\nresult in (i) the aggregate principal amount of outstanding Swingline Loans\nexceeding $25,000,000, (ii) the Revolving Credit Exposure of any Revolving\nCredit Lender, after giving effect to the applicable Swingline Loan, exceeding\nthe Revolving Credit Commitment of such Revolving Credit Lender or (iii) the sum\nof the total Revolving Credit Exposures exceeding the total Revolving Credit\nCommitments; provided that the Swingline Lender shall not be required to make a\n             --------                                                          \nSwingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing\nlimits and subject to the terms and conditions set forth herein, the Borrowers\nmay borrow, prepay and reborrow Swingline Loans.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -39-\n\n          (b)  Notice of Swingline Loans by the Borrowers.  To request a\n               ------------------------------------------               \nSwingline Loan, the Borrowers shall notify the Administrative Agent of such\nrequest by telephone (confirmed by telecopy), not later than 1:00 p.m., New York\nCity time, on the day of a proposed Swingline Loan.  Each such notice shall be\nirrevocable and shall specify the identity of the applicable Borrower, the\nrequested date (which shall be a Business Day) and amount of the requested\nSwingline Loan.  The Administrative Agent will promptly advise the Swingline\nLender of any such notice received from the Borrowers.  The Swingline Lender\nshall make each Swingline Loan available to the applicable Borrower by means of\na credit to the general deposit account of such Borrower with the Swingline\nLender (or, in the case of a Swingline Loan made to finance the reimbursement of\nan LC Disbursement as provided in Section 2.06(e), by remittance to the\napplicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date\nof such Swingline Loan.\n\n          (c)  Participations by Lenders in Swingline Loans.  The Swingline\n               --------------------------------------------                \nLender may by written notice given to the Administrative Agent not later than\n12:00 noon, New York City time, on any Business Day require the Revolving Credit\nLenders to acquire participations on such Business Day in all or a portion of\nthe Swingline Loans outstanding.  Such notice shall specify the aggregate amount\nof Swingline Loans in which Revolving Credit Lenders will participate.  Promptly\nupon receipt of such notice, the Administrative Agent will give notice thereof\nto each Revolving Credit Lender, specifying in such notice such Lender's\nApplicable Revolving Credit Percentage of such Swingline Loan or Loans.  Each\nRevolving Credit Lender hereby absolutely and unconditionally agrees, upon\nreceipt of notice as provided above, to pay to the Administrative Agent, for the\naccount of the Swingline Lender, such Lender's Applicable Revolving Credit\nPercentage of such Swingline Loan or Loans.  Each Revolving Credit Lender\nacknowledges and agrees that its obligation to acquire participations in\nSwingline Loans pursuant to this paragraph is absolute and unconditional and\nshall not be affected by any circumstance whatsoever, including the occurrence\nand continuance of a Default or reduction or termination of the Commitments, and\nthat each such payment shall be made without any offset, abatement, withholding\nor reduction whatsoever.  Each Revolving Credit Lender shall comply with its\nobligation under this paragraph by wire transfer of immediately available funds,\nin the same manner as provided in Section 2.06 with respect to Loans made by\nsuch Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment\n                                           ------- --------                \nobligations of the Revolving Credit Lenders), and the Administrative Agent shall\npromptly pay to the Swingline Lender the amounts so received by it from the\nRevolving Credit Lenders.  The Administrative Agent shall notify the Borrowers\nof any participations in any Swingline Loan acquired pursuant to this paragraph,\nand thereafter payments in respect of such Swingline Loan shall be made to the\nAdministrative Agent and not to the Swingline Lender.  Any amounts received by\nthe Swingline Lender from the Borrowers (or other party on behalf of the\nBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender\nof the proceeds of a sale of participations therein shall be promptly remitted\nto the Administrative Agent; any such amounts received by the Administrative\nAgent shall be promptly remitted by the Administrative Agent to the Revolving\nCredit Lenders that shall have made their payments pursuant to this paragraph\nand to the Swingline Lender, as their interests may appear.  The purchase of\nparticipations in a Swingline Loan pursuant to this paragraph shall not relieve\nthe Borrowers of any default in the payment thereof.\n\n                               Credit Agreement \n                               ----------------   \n\n \n                                      -40-\n\n         SECTION 2.05.  Letters of Credit.\n                        -----------------\n\n          (a)  General.  Subject to the terms and conditions set forth herein,\n               -------                                                        \nthe Borrowers may request the issuance of Letters of Credit for their own\naccount, in a form reasonably acceptable to the Administrative Agent and the\napplicable Issuing Bank, at any time and from time to time during the Revolving\nCredit Availability Period.  In the event of any inconsistency between the terms\nand conditions of this Agreement and the terms and conditions of any form of\nletter of credit application or other agreement submitted by the Borrowers to,\nor entered into by the Borrowers with, an Issuing Bank relating to any Letter of\nCredit, the terms and conditions of this Agreement shall control.\n\n          (b)  Notice of Issuance, Amendment, Renewal, Extension; Certain\n               ----------------------------------------------------------\nConditions.  To request the issuance of a Letter of Credit (or the amendment,\n----------                                                                   \nrenewal or extension of an outstanding Letter of Credit), the Borrowers shall\nhand deliver or telecopy (or transmit by electronic communication, if\narrangements for doing so have been approved by the applicable Issuing Bank) to\nthe applicable Issuing Bank and the Administrative Agent (reasonably in advance\nof the requested date of issuance, amendment, renewal or extension) a notice\nrequesting the issuance of a Letter of Credit, or identifying the Letter of\nCredit to be amended, renewed or extended, and specifying the identity of the\napplicable Borrower, the date of issuance, amendment, renewal or extension\n(which shall be a Business Day), the date on which such Letter of Credit is to\nexpire (which shall comply with paragraph (c) of this Section), the amount of\nsuch Letter of Credit, the name and address of the beneficiary thereof and such\nother information as shall be necessary to prepare, amend, renew or extend such\nLetter of Credit.  If requested by the applicable Issuing Bank, the Borrowers\nalso shall submit a letter of credit application on such Issuing Bank's standard\nform in connection with any request for a Letter of Credit (in the event of any\nconflict between the terms of such application and the terms of this Agreement\nwith respect to any subject matter covered by this Agreement (including\ncovenants and events of default), this Agreement shall govern).  A Letter of\nCredit shall be issued, amended, renewed or extended only if (and upon issuance,\namendment, renewal or extension of each Letter of Credit the Borrowers shall be\ndeemed to represent and warrant that), after giving effect to such issuance,\namendment, renewal or extension, the aggregate LC Exposure shall not exceed\n$250,000,000, and the total Revolving Credit Exposures shall not exceed the\ntotal Revolving Credit Commitments.\n\n          (c)  Expiration Date.  Each Letter of Credit shall expire at or prior\n               ---------------                                                 \nto the close of business on the earlier of (i) the date one year after the date\nof the issuance of such Letter of Credit (or, in the case of any renewal or\nextension thereof, one year after such renewal or extension) and (ii) the date\nthat is five Business Days prior to the Revolving Credit Maturity Date.\n\n          (d)  Participations.  By the issuance of a Letter of Credit (or an\n               --------------                                               \namendment to a Letter of Credit increasing the amount thereof) and without any\nfurther action on the part of any Issuing Bank or the Lenders, the applicable\nIssuing Bank hereby grants to each Revolving Credit Lender, and each Revolving\nCredit Lender hereby acquires from such Issuing Bank, a \n\n                               Credit Agreement \n                               ----------------   \n\n \n                                      -41-\n\nparticipation in such Letter of Credit equal to such Lender's Applicable\nRevolving Credit Percentage of the aggregate amount available to be drawn under\nsuch Letter of Credit. In consideration and in furtherance of the foregoing,\neach Revolving Credit Lender hereby absolutely and unconditionally agrees to pay\nto the Administrative Agent, for the account of the applicable Issuing Bank,\nsuch Lender's Applicable Revolving Credit Percentage of each LC Disbursement\nmade by such Issuing Bank and not reimbursed by the Borrowers on the date due as\nprovided in paragraph (e) of this Section, or of any reimbursement payment\nrequired to be refunded to the Borrowers for any reason. Each Revolving Credit\nLender acknowledges and agrees that its obligation to acquire participations\npursuant to this paragraph in respect of Letters of Credit is absolute and\nunconditional and shall not be affected by any circumstance whatsoever,\nincluding any amendment, renewal or extension of any Letter of Credit or the\noccurrence and continuance of a Default or reduction or termination of the\nCommitments, and that each such payment shall be made without any offset,\nabatement, withholding or reduction whatsoever.\n\n          (e)  Reimbursement.  If an Issuing Bank shall make any LC Disbursement\n               -------------                                                    \nin respect of a Letter of Credit, the Borrowers shall reimburse such LC\nDisbursement by paying to the Administrative Agent an amount equal to such LC\nDisbursement not later than 12:00 noon, New York City time, on the date that\nsuch LC Disbursement is made, if the Borrowers shall have received notice of\nsuch LC Disbursement prior to 10:00 a.m., New York City time, on such date, or,\nif such notice has not been received by the Borrowers prior to such time on such\ndate, then not later than 12:00 noon, New York City time, on the Business Day\nimmediately following the day that the Borrowers receive such notice; provided\n                                                                      --------\nthat the Borrowers may, subject to the conditions to borrowing set forth herein,\nrequest in accordance with Section 2.02 and, as applicable, Section 2.03 or 2.04\nthat such payment be financed with an ABR Revolving Credit Borrowing or\nSwingline Loan in an equivalent amount and, to the extent so financed, the\nBorrowers' obligation to make such payment shall be discharged and replaced by\nthe resulting ABR Revolving Credit Borrowing or Swingline Loan.\n\n          If the Borrowers fail to make such payment when due, the\nAdministrative Agent shall notify each Revolving Credit Lender of the applicable\nLC Disbursement, the payment then due from the Borrowers in respect thereof and\nsuch Lender's Applicable Revolving Credit Percentage thereof.  Promptly\nfollowing receipt of such notice, each Revolving Credit Lender shall pay to the\nAdministrative Agent its Applicable Revolving Credit Percentage of such payment\nthen due from the Borrowers, in the same manner as provided in Section 2.06 with\nrespect to Loans made by such Lender (and Section 2.06 shall apply, mutatis\n                                                                    -------\nmutandis, to the payment obligations of the Revolving Credit Lenders), and the\n--------                                                                      \nAdministrative Agent shall promptly pay to the applicable Issuing Bank the\namounts so received by it from the Revolving Credit Lenders.  Promptly following\nreceipt by the Administrative Agent of any payment from the Borrowers pursuant\nto this paragraph, the Administrative Agent shall distribute such payment to the\napplicable Issuing Bank or, to the extent that Revolving Credit Lenders have\nmade payments pursuant to this paragraph to reimburse such Issuing Bank, then to\nsuch Lenders and such Issuing Bank as their interests may appear.  Any payment\nmade by a Revolving Credit Lender pursuant to this paragraph to reimburse an\nIssuing Bank for any LC Disbursement (other \n\n                               Credit Agreement \n                               ----------------    \n\n \n                                      -42-\n\nthan the funding of ABR Revolving Credit Loans or a Swingline Loan as\ncontemplated above) shall not constitute a Loan and shall not relieve the\nBorrowers of their obligation to reimburse such LC Disbursement.\n\n          (f)  Obligations Absolute.  The Borrowers' obligation to reimburse LC\n               --------------------                                            \nDisbursements as provided in paragraph (e) of this Section shall be absolute,\nunconditional and irrevocable, joint and several, and shall be performed\nstrictly in accordance with the terms of this Agreement under any and all\ncircumstances whatsoever and irrespective of (i) any lack of validity or\nenforceability of any Letter of Credit or this Agreement, or any term or\nprovision therein, (ii) any draft or other document presented under a Letter of\nCredit proving to be forged, fraudulent or invalid in any respect or any\nstatement therein being untrue or inaccurate in any respect, (iii) payment by\nany Issuing Bank under a Letter of Credit against presentation of a draft or\nother document that does not comply with the terms of such Letter of Credit, or\n(iv) any other event or circumstance whatsoever, whether or not similar to any\nof the foregoing, that might, but for the provisions of this Section, constitute\na legal or equitable discharge of, or provide a right of setoff against, the\nBorrowers' obligations hereunder.  Neither the Administrative Agent, the Lenders\nnor the Issuing Banks, nor any of their Related Parties, shall have any\nliability or responsibility by reason of or in connection with the issuance or\ntransfer of any Letter of Credit or any payment or failure to make any payment\nthereunder (irrespective of any of the circumstances referred to in the\npreceding sentence), or any error, omission, interruption, loss or delay in\ntransmission or delivery of any draft, notice or other communication under or\nrelating to any Letter of Credit (including any document required to make a\ndrawing thereunder), any error in interpretation of technical terms or any\nconsequence arising from causes beyond the control of the applicable Issuing\nBank; provided that the foregoing shall not be construed to excuse an Issuing\n      --------                                                               \nBank from liability to the Borrowers to the extent of any direct damages (as\nopposed to consequential damages, claims in respect of which are hereby waived\nby the Borrowers to the extent permitted by applicable law) suffered by the\nBorrowers that are caused by such Issuing Bank's failure to exercise care when\ndetermining whether drafts and other documents presented under a Letter of\nCredit comply with the terms thereof.  The parties hereto expressly agree that,\nin the absence of gross negligence or willful misconduct on the part of an\nIssuing Bank (as finally determined by a court of competent jurisdiction), such\nIssuing Bank shall be deemed to have exercised care in each such determination.\nIn furtherance of the foregoing and without limiting the generality thereof, the\nparties agree that, with respect to documents presented which appear on their\nface to be in substantial compliance with the terms of a Letter of Credit, an\nIssuing Bank may, in its sole discretion, either accept and make payment upon\nsuch documents without responsibility for further investigation, regardless of\nany notice or information to the contrary, or refuse to accept and make payment\nupon such documents if such documents are not in strict compliance with the\nterms of such Letter of Credit.\n\n          (g)  Disbursement Procedures.  Each Issuing Bank shall, promptly\n               -----------------------                                    \nfollowing its receipt thereof, examine all documents purporting to represent a\ndemand for payment under a Letter of Credit.  Each Issuing Bank shall promptly\nnotify the Administrative Agent and the Borrowers by telephone (confirmed by\ntelecopy) of such demand for payment and whether such Issuing Bank has made or\nwill make an LC Disbursement thereunder; provided that any failure \n                                         --------                            \n\n                               Credit Agreement \n                               ----------------     \n\n \n                                      -43-\n\nto give or delay in giving such notice shall not relieve the Borrowers of their\nobligation to reimburse such Issuing Bank and the Revolving Credit Lenders with\nrespect to any such LC Disbursement.\n\n          (h)  Interim Interest.  If an Issuing Bank shall make any LC\n               ----------------                                       \nDisbursement, then, unless the Borrowers shall reimburse such LC Disbursement in\nfull on the date such LC Disbursement is made, the unpaid amount thereof shall\nbear interest, for each day from and including the date such LC Disbursement is\nmade to but excluding the date that the Borrowers reimburse such LC\nDisbursement, at the rate per annum then applicable to ABR Revolving Credit\nLoans; provided that, if the Borrowers fail to reimburse such LC Disbursement\n       --------                                                              \nwhen due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall\napply.  Interest accrued pursuant to this paragraph shall be for the account of\nthe applicable Issuing Bank, except that interest accrued on and after the date\nof payment by any Revolving Credit Lender pursuant to paragraph (e) of this\nSection to reimburse such Issuing Bank shall be for the account of such Lender\nto the extent of such payment.\n\n          (i)  Replacement of an Issuing Bank.  An Issuing Bank may be replaced\n               ------------------------------                                  \nat any time by written agreement among the Borrowers, the Administrative Agent,\nthe replaced Issuing Bank and the successor Issuing Bank.  The Administrative\nAgent shall notify the Lenders of any such replacement of an Issuing Bank.  At\nthe time any such replacement shall become effective, the Borrowers shall pay\nall unpaid fees accrued for the account of the replaced Issuing Bank pursuant to\nSection 2.12(b).  From and after the effective date of any such replacement, (i)\nthe successor Issuing Bank shall have all the rights and obligations of the\nIssuing Bank under this Agreement with respect to Letters of Credit to be issued\nby it thereafter and (ii) references herein to the term \"Issuing Bank\" shall be\ndeemed to refer to such successor or to any previous Issuing Bank, or to such\nsuccessor and all previous or concurrent Issuing Banks, as the context shall\nrequire.  After the replacement of an Issuing Bank hereunder, the replaced\nIssuing Bank shall remain a party hereto and shall continue to have all the\nrights and obligations of an Issuing Bank under this Agreement with respect to\nLetters of Credit issued by it prior to such replacement, but shall not be\nrequired to issue additional Letters of Credit.\n\n          (j)  Cash Collateralization.  If any Event of Default shall occur and\n               ----------------------                                          \nbe continuing, on the Business Day that the Borrowers receive notice from the\nAdministrative Agent or the Required Lenders (or, if the maturity of the Loans\nhas been accelerated, Revolving Credit Lenders with LC Exposure representing\ngreater than 50% of the total LC Exposure) demanding the deposit of cash\ncollateral pursuant to this paragraph, the Borrowers shall deposit in an account\nwith the Administrative Agent, in the name of the Administrative Agent and for\nthe benefit of the Lenders, an amount in cash equal to the LC Exposure as of\nsuch date plus any accrued and unpaid interest thereon; provided that the\n          ----                                          --------         \nobligation to deposit such cash collateral shall become effective immediately,\nand such deposit shall become immediately due and payable, without demand or\nother notice of any kind, upon the occurrence of any Event of Default with\nrespect to either Borrower described in paragraph (h) or (i) of Article VII.\nThe Borrowers also shall deposit cash collateral pursuant to this paragraph as\nand to the extent required by Section 2.11(b).  Each such deposit shall be held\nby the Administrative Agent as \n\n                               Credit Agreement \n                               ----------------     \n\n \n                                      -44-\n\ncollateral for the payment and performance of the Obligations. The\nAdministrative Agent shall have exclusive dominion and control, including the\nexclusive right of withdrawal, over such account, and each Borrower hereby\npledges all of its right, title and interest in, to and under such account to\nthe Administrative Agent, for the ratable benefit of the Administrative Agent\nand the Lenders, as security for the payment and performance in full of all of\nthe Obligations. Other than any interest earned on the investment of such\ndeposits, which investments shall be made at the option and sole discretion of\nthe Administrative Agent and at the Borrowers' risk and expense, such deposits\nshall not bear interest. Interest or profits, if any, on such investments shall\naccumulate in such account. Moneys in such account shall be applied by the\nAdministrative Agent to reimburse Issuing Banks for LC Disbursements for which\nthey have not been reimbursed and, to the extent not so applied, shall be held\nfor the satisfaction of the reimbursement obligations of the Borrowers for the\nLC Exposure at such time or, if the maturity of the Loans has been accelerated\n(but subject to the consent of Revolving Credit Lenders with LC Exposure\nrepresenting greater than 50% of the total LC Exposure), be applied to satisfy\nother Obligations. If the Borrowers are required to provide an amount of cash\ncollateral hereunder as a result of the occurrence of an Event of Default, such\namount (to the extent not applied as aforesaid) shall be returned to the\nBorrowers within three Business Days after all Events of Default have been cured\nor waived. If the Borrowers are required to provide an amount of cash collateral\nhereunder pursuant to Section 2.11(b), such amount (to the extent not applied as\naforesaid) shall be returned to the Borrowers as and to the extent that, after\ngiving effect to such return, the Borrowers would remain in compliance with\nSection 2.11(b) and no Default shall have occurred and be continuing.\n\n          Each Issuing Bank will report in writing to the Administrative Agent\n(i) on the first Business Day of each week, the aggregate stated amount of\nLetters of Credit issued by it and outstanding as of the last Business Day of\nthe preceding week and (ii) on or prior to each Business Day on which an Issuing\nBank expects to issue or amend any Letter of Credit, the date of such issuance\nor amendment and the aggregate stated amount of Letters of Credit to be issued\nby it and outstanding after giving effect to such issuance or amendment (and\nsuch Issuing Bank shall advise the Administrative Agent on such Business Day\nwhether such issuance or amendment occurred and whether the amount thereof\nchanged).\n\n          SECTION 2.06.  Funding of Borrowings.\n                         ---------------------\n\n          (a)  Funding by Lenders.  Each Lender shall make each Loan to be made\n               ------------------                                              \nby it hereunder on the proposed date thereof by wire transfer of immediately\navailable funds by 12:00 noon, New York City time, to the account of the\nAdministrative Agent most recently designated by it for such purpose by notice\nto the Lenders; provided that Swingline Loans shall be made as provided in\n                --------                                                  \nSection 2.04.  The Administrative Agent will make such Loans available to the\napplicable Borrower by promptly crediting the amounts so received, in like\nfunds, to an account of the applicable Borrower maintained with the\nAdministrative Agent in New York City and designated by the Borrowers in the\napplicable Borrowing Request; provided that ABR Revolving Credit Loans made to\n                              --------                                        \nfinance the reimbursement of an LC Disbursement as provided in Section 2.05(e)\nshall be remitted by the Administrative Agent to the applicable Issuing Bank.\n\n                               Credit Agreement \n                               ----------------      \n\n \n                                      -45-\n\n          (b)  Presumption by the Administrative Agent.  Unless the\n               ---------------------------------------             \nAdministrative Agent shall have received notice from a Lender prior to the\nproposed date of any Borrowing that such Lender will not make available to the\nAdministrative Agent such Lender's share of such Borrowing, the Administrative\nAgent may assume that such Lender has made such share available on such date in\naccordance with paragraph (a) of this Section and may, in reliance upon such\nassumption, make available to the Borrowers a corresponding amount.  In such\nevent, if a Lender has not in fact made its share of the applicable Borrowing\navailable to the Administrative Agent, then the applicable Lender and the\nBorrowers severally agree to pay to the Administrative Agent forthwith on demand\nsuch corresponding amount with interest thereon, for each day from and including\nthe date such amount is made available to the Borrowers to but excluding the\ndate of payment to the Administrative Agent, at (i) in the case of such Lender,\nthe greater of the Federal Funds Effective Rate and a rate determined by the\nAdministrative Agent in accordance with banking industry rules on interbank\ncompensation or (ii) in the case of the Borrowers, the interest rate applicable\nto ABR Loans of the applicable Class.  If such Lender pays such amount to the\nAdministrative Agent, then such amount shall constitute such Lender's Loan\nincluded in such Borrowing.\n\n          SECTION 2.07.  Interest Elections.\n                         ------------------\n\n          (a)  Elections by the Borrowers for Borrowings.  Each Revolving\n               -----------------------------------------                 \nBorrowing and Term Borrowing initially shall be of the Type specified in the\napplicable Borrowing Request for such Borrowing and, in the case of a Eurodollar\nBorrowing, shall have an initial Interest Period as specified in such Borrowing\nRequest.  Thereafter, the Borrowers may elect to convert such Borrowing to a\ndifferent Type or to continue such Borrowing and, in the case of a Eurodollar\nBorrowing, may elect Interest Periods therefor, all as provided in this Section.\nThe Borrowers may elect different options with respect to different portions of\nthe affected Borrowing, in which case each such portion shall be allocated\nratably among the Lenders holding the Loans comprising such Borrowing, and the\nLoans comprising each such portion shall be considered a separate Borrowing.\nThis Section shall not apply to Swingline Borrowings, which may not be converted\nor continued.\n\n          (b)  Notice of Elections.  To make an election pursuant to this\n               -------------------                                       \nSection, the Borrowers shall notify the Administrative Agent of such election by\ntelephone by the time that a Borrowing Request would be required under Section\n2.03 if the Borrowers were requesting a Revolving Borrowing of the Type\nresulting from such election to be made on the effective date of such election.\nEach such telephonic Interest Election Request shall be irrevocable and shall be\nconfirmed promptly by hand delivery or telecopy to the Administrative Agent of a\nwritten Interest Election Request in a form approved by the Administrative Agent\nand signed by the Borrowers.\n\n                               Credit Agreement \n                               ----------------\n\n \n                                      -46-\n\n\n          (c)  Content of Interest Election Requests.  Each telephonic and\n               -------------------------------------                      \nwritten Interest Election Request shall specify the following information in\ncompliance with Section 2.02:\n\n          (i)   the Borrowing to which such Interest Election Request applies\n     and, if different options are being elected with respect to different\n     portions thereof, the portions thereof to be allocated to each resulting\n     Borrowing (in which case the information to be specified pursuant to\n     paragraphs (iii) and (iv) below shall be specified for each resulting\n     Borrowing);\n\n          (ii)  the effective date of the election made pursuant to such\n     Interest Election Request, which shall be a Business Day;\n\n          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a\n     Eurodollar Borrowing; and\n\n          (iv)  if the resulting Borrowing is a Eurodollar Borrowing, the\n     Interest Period to be applicable thereto after giving effect to such\n     election, which shall be a period contemplated by the definition of the\n     term \"Interest Period\".\n\nIf any such Interest Election Request requests a Eurodollar Borrowing but does\nnot specify an Interest Period, then the Borrowers shall be deemed to have\nselected an Interest Period of one month's duration.\n\n          (d)  Notice by the Administrative Agent to the Lenders.  Promptly\n               -------------------------------------------------           \nfollowing receipt of an Interest Election Request, the Administrative Agent\nshall advise each Lender of the details thereof and of such Lender's portion of\neach resulting Borrowing.\n\n          (e)  Failure to Elect; Events of Default.  If the Borrowers fail to\n               -----------------------------------                           \ndeliver a timely Interest Election Request with respect to a Eurodollar\nBorrowing prior to the end of the Interest Period applicable thereto, then,\nunless such Borrowing is repaid as provided herein, at the end of such Interest\nPeriod such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding\nany contrary provision hereof, if an Event of Default has occurred and is\ncontinuing and the Administrative Agent, at the request of the Required Lenders,\nso notifies the Borrowers, then, so long as an Event of Default is continuing\n(i) no outstanding Borrowing may be converted to or continued as a Eurodollar\nBorrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted\nto an ABR Borrowing at the end of the Interest Period applicable thereto.\n\n          SECTION 2.08.  Termination and Reduction of Commitments; Increase of\n                         -----------------------------------------------------\nCommitments.\n-----------\n\n          (a)  Scheduled Termination and Reduction.  Unless previously\n               -----------------------------------                    \nterminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York\nCity time, on the Restatement Effective Date, (ii) the Revolving Term\nCommitments shall terminate at 5:00 p.m., New York City time, on the Revolving\nTerm Conversion Date and (iii) the Revolving Credit Commitments shall terminate\non the Revolving Credit Maturity Date.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -47-\n\n          (b)  Voluntary Termination or Reduction.  The Borrowers may at any\n               ----------------------------------                           \ntime terminate, or from time to time reduce, the Commitments of any Class;\nprovided that (i) each reduction of the Commitments of any Class shall be in an\n--------                                                                       \namount that is not less than $20,000,000, (ii) the Borrowers shall not terminate\nor reduce the Revolving Commitments of either Class if, after giving effect to\nany concurrent prepayment of the Revolving Loans of such Class in accordance\nwith Section 2.11, the sum of the Revolving Exposures of such Class would exceed\nthe total Revolving Commitments of such Class and (iii) prior to the Revolving\nTerm Conversion Date (but not on the Revolving Term Conversion Date), reductions\nof Revolving Commitments shall be made in such manner so that the reduction of\nthe Revolving Credit Commitments and Revolving Term Commitments are made ratably\nin accordance with the respective then outstanding amounts of such Commitments.\n\n          (c)  Special Reductions of Revolving Commitments.  If any prepayment\n               -------------------------------------------                    \nof Term Borrowings is required pursuant to Section 2.11 but cannot be made\nbecause there are no Term Borrowings outstanding, or because the amount of the\nrequired prepayment exceeds the outstanding amount of Term Borrowings, then, on\nthe date that such prepayment is required, the Revolving Commitments shall be\nreduced by an aggregate amount (applied among the Revolving Commitments of each\nClass ratably in accordance with the respective then outstanding amounts of the\nCommitments of such Class) equal to the amount of the required prepayment, or\nthe excess of such amount over the outstanding amount of Term Borrowings, as the\ncase may be.\n\n          (d)  Notice of Voluntary Termination or Reduction.  The Borrowers\n               --------------------------------------------                \nshall notify the Administrative Agent of any election to terminate or reduce the\nCommitments under paragraph (b) of this Section at least three Business Days\nprior to the effective date of such termination or reduction, specifying such\nelection and the effective date thereof.  Promptly following receipt of any\nnotice, the Administrative Agent shall advise the Lenders of the contents\nthereof.  Each notice delivered by the Borrowers pursuant to this Section shall\nbe irrevocable; provided that a notice of termination of the Revolving\n                --------                                              \nCommitments delivered by the Borrowers may state that such notice is conditioned\nupon the effectiveness of other credit facilities, in which case such notice may\nbe revoked by the Borrowers (by notice to the Administrative Agent on or prior\nto the specified effective date) if such condition is not satisfied.  Any\ntermination or reduction of the Commitments of any Class shall be permanent.\nEach reduction of the Commitments of any Class shall be made ratably among the\nLenders in accordance with their respective Commitments of such Class.\n\n          (e)  Incremental Loans.  At any time, the Borrowers may, by notice to\n               -----------------                                               \nthe Administrative Agent (which shall promptly deliver a copy to each of the\nLenders), request the addition of a new tranche of term loans (the \"Incremental\n                                                                    -----------\nLoans\").  The Incremental Loans (i) shall be in an aggregate principal amount\n-----                                                                        \nnot in excess of $500,000,000 or a greater amount approved by the relevant\nSupermajority Lenders, (ii) shall be Term Loans for all purposes hereunder\n(including for purposes of sharing of Collateral, Guarantees and prepayments)\nand (iii) shall have such pricing and other terms as may be agreed by the\nBorrowers and the Lenders providing such Incremental Loans.  The Borrowers shall\nhave the right to arrange for one or \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -48-\n\nmore banks or other financial institutions (any such bank or other financial\ninstitution being called an \"Additional Lender\") to extend commitments to\n                             -----------------\nprovide Incremental Loans in an aggregate amount equal to the amount, if any, by\nwhich the commitments by the Lenders to provide such Incremental Loans are less\nthan the amount thereof requested by the Borrowers, provided that each\n                                                    --------\nAdditional Lender shall be subject to the approval of the Borrowers and the\nAdministrative Agent (which approval shall not be unreasonably withheld).\nCommitments in respect of Incremental Loans shall become Commitments under this\nAgreement pursuant to an amendment to this Agreement executed by each of the\nBorrowers, each Lender agreeing to provide such Commitment, each Additional\nLender, if any, and the Administrative Agent, and such amendments to the other\nLoan Documents as the Administrative Agent shall reasonably deem appropriate to\neffect such purpose. The effectiveness of such amendment shall be subject to the\nsatisfaction on the date thereof and, if different, on the date on which the\nIncremental Loans are made, of each of the conditions set forth in paragraphs\n(a) and (b) of Section 4.02.\n\n          SECTION 2.09.  Repayment of Loans; Evidence of Debt.\n                         ------------------------------------\n\n          (a)  Repayment.  The Borrowers hereby unconditionally, jointly and\n               ---------                                                    \nseverally, promise to pay (i) to the Administrative Agent for the account of\neach Lender the then unpaid principal amount of each Revolving Credit Loan of\nsuch Lender on the Revolving Credit Maturity Date, (ii) to the Administrative\nAgent for the account of each Lender the then unpaid principal amount of each\nRevolving Term Loan and Tranche B Term Loan of such Lender as provided in\nSection 2.10 and (iii) to the Swingline Lender (or to the Administrative Agent\nto the extent the Revolving Credit Lenders have acquired participations in any\nSwingline Loan) the then unpaid principal amount of each Swingline Loan on the\nRevolving Credit Maturity Date; provided that on each date that a Revolving\n                                --------                                   \nCredit Borrowing is made, the Borrowers shall repay all Swingline Loans that\nwere outstanding on the date such Borrowing was requested.\n\n          (b)  Maintenance of Records by Lenders.  Each Lender shall maintain in\n               ---------------------------------                                \naccordance with its usual practice an account or accounts evidencing the\nindebtedness of the Borrowers to such Lender resulting from each Loan made by\nsuch Lender, including the amounts of principal and interest payable and paid to\nsuch Lender from time to time hereunder.\n\n          (c)  Maintenance of Records by the Administrative Agent.  The\n               --------------------------------------------------      \nAdministrative Agent shall maintain accounts in which it shall record (i) the\namount of each Loan made hereunder, the Class and Type thereof and the Interest\nPeriod applicable thereto, (ii) the amount of any principal or interest due and\npayable or to become due and payable from the Borrowers to each Lender hereunder\nand (iii) the amount of any sum received by the Administrative Agent hereunder\nfor the account of the Lenders and each Lender's share thereof.\n\n          (d)  The entries made in the accounts maintained pursuant to paragraph\n(b) or (c) of this Section shall be prima facie evidence of the existence and\n                                    ----- -----                              \namounts of the obligations recorded therein; provided that the failure of any\n                                             --------                        \nLender or the Administrative Agent to maintain such accounts or any error\ntherein shall not in any manner affect the obligation of the Borrowers to repay\nthe Loans in accordance with the terms of this Agreement.\n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -49-\n\n          (e)  Effect of Entries.  Any Lender may request that Loans of any\n               -----------------                                           \nClass made by it be evidenced by a promissory note.  In such event, the\nBorrowers shall prepare, execute and deliver to such Lender a promissory note\npayable to the order of such Lender (or, if requested by such Lender, to such\nLender and its registered assigns) and in a form approved by the Administrative\nAgent.  Thereafter, the Loans evidenced by such promissory note and interest\nthereon shall at all times (including after assignment pursuant to Section 9.04)\nbe represented by one or more promissory notes in such form payable to the order\nof the payee named therein (or, if such promissory note is a registered note, to\nsuch payee and its registered assigns).\n\n          SECTION 2.10.  Amortization of Term Loans.\n                         --------------------------\n\n          (a)  Revolving Term Loans.  The Borrowers shall repay Revolving Term\n               --------------------                                           \nBorrowings in full in a single installment on the Revolving Term Maturity Date.\n\n          (b)  Tranche B Term Borrowings. Subject to adjustment pursuant to\n               -------------------------\nparagraph (d) of this Section, the Borrowers shall repay Tranche B Term\nBorrowings in twenty installments payable on the dates set forth below as\nfollows:\n\n               Date:                         Amount of Installment:\n               ----                          ---------------------\n\n        September 30, 2001                        $  1,000,000 \n        December 31, 2001                         $  1,000,000 \n                                                               \n        March 31, 2002                            $  1,000,000 \n        June 30, 2002                             $  1,000,000 \n        September 30, 2002                        $  1,000,000 \n        December 31, 2002                         $  1,000,000 \n                                                               \n        March 31, 2003                            $  1,000,000 \n        June 30, 2003                             $  1,000,000 \n        September 30, 2003                        $  1,000,000 \n        December 31, 2003                         $  1,000,000 \n                                                               \n        March 31, 2004                            $  1,000,000 \n        June 30, 2004                             $  1,000,000 \n        September 30, 2004                        $  1,000,000 \n        December 31, 2004                         $  1,000,000 \n                                                               \n        March 31, 2005                            $  1,000,000 \n        June 30, 2005                             $  1,000,000 \n        September 30, 2005                        $133,500,000 \n        December 31, 2005                         $133,500,000 \n                                                               \n                               Credit Agreement\n                               ----------------  \n\n \n                                      -50-\n\n        March 31, 2006                            $133,500,000    \n        June 30, 2006                             $133,500,000   \n\n          (c)  Final Maturity.  To the extent not previously paid, (i) all\n               --------------                                             \nRevolving Term Loans shall be due and payable on the Revolving Term Maturity\nDate and (ii) all Tranche B Term Loans shall be due and payable on the Tranche B\nMaturity Date.\n\n          (d)  Application of Prepayments of Tranche B Term Borrowings.  Any\n               -------------------------------------------------------      \nprepayment of a Tranche B Term Borrowing shall be applied to reduce the\nsubsequent scheduled repayments of the Tranche B Term Borrowings to be made\npursuant to this Section ratably.\n\n          (e)  Notice of Payments.  Prior to any repayment of any Term\n               ------------------                                     \nBorrowings of any Class hereunder, the Borrowers shall select the Borrowing or\nBorrowings of the applicable Class to be repaid and shall notify the\nAdministrative Agent by telephone (confirmed by telecopy) of such selection not\nlater than 11:00 a.m., New York City time, three Business Days before the\nscheduled date of such repayment.  In the event the Borrowers fail to give such\nnotice, such repayments shall be applied first to ABR Borrowings of the\napplicable Class and then to Eurodollar Borrowings of such Class in the direct\norder of then scheduled expiration dates of the Interest Periods then applicable\nthereto.  Each repayment of a Borrowing shall be applied ratably to the Loans\nincluded in the repaid Borrowing.  Repayments of Term Borrowings shall be\naccompanied by accrued interest on the amount repaid.\n\n          SECTION 2.11.  Prepayment of Loans; Assumption of Loans.\n                         ----------------------------------------\n\n          (a)  Optional Prepayments.  The Borrowers shall have the right at any\n               --------------------                                            \ntime and from time to time to prepay any Borrowing in whole or in part, subject\nto the requirements of this Section, provided that prior to the Revolving Term\n                                     --------                                 \nConversion Date, prepayments of Revolving Borrowings shall be made in such\nmanner so that, after giving effect to such prepayment, the outstanding\nRevolving Credit Exposures and Revolving Term Exposures are to the extent\npracticable substantially equivalent to the respective amounts that would be\noutstanding if such respective Exposures were ratable in accordance with the\nthen outstanding amounts of the Revolving Credit Commitments and Revolving Term\nCommitments.\n\n          (b)  Mandatory Prepayments - Revolving Exposure Exceeding Commitments.\n               ----------------------------------------------------------------\nIn the event and on each occasion that the sum of the Revolving Credit Exposures\nexceeds the total Revolving Credit Commitments, the Borrowers shall prepay\nRevolving Credit Borrowings or Swingline Borrowings (or, if no such Borrowings\nare outstanding, deposit cash collateral in an account with the Administrative\nAgent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.\nIn the event and on each occasion during the Revolving Term Availability Period\nthat the sum of the Revolving Term Exposures exceeds the total Revolving Term\nCommitments, the Borrowers shall prepay Revolving Term Borrowings in an\naggregate amount equal to such excess.\n\n          (c)  Mandatory Prepayments - Net Proceeds.  In the event and on each\n               ------------------------------------                           \noccasion that any Net Proceeds are received by or on behalf of any Restricted\nPerson at any time prior to \n\n                               Credit Agreement \n                               ----------------\n\n \n                                      -51-\n\nthe Investment Grade Date in respect of any Prepayment Event, the Borrowers\nshall, within three Business Days after such Net Proceeds are received, prepay\nTerm Borrowings in an aggregate amount equal to such Net Proceeds; provided\n                                                                   --------\nthat, in the case of any event described in paragraph (a) of the definition of\nthe term Prepayment Event, if the Borrowers shall deliver to the Administrative\nAgent a certificate of a Financial Officer to the effect that the Restricted\nPersons intend to apply the Net Proceeds from such event (or a portion thereof\nspecified in such certificate), within 360 days after receipt of such Net\nProceeds, (x) to acquire real property, equipment or other assets to be used in\nthe business of the Restricted Persons, (y) to make investments in Restricted\nPersons permitted by Section 6.04, or (z) if such Prepayment Event arises from\nthe sale, transfer or disposition of any investment in an Unrestricted\nSubsidiary, to make investments in one or more other Unrestricted Subsidiaries,\nand, in each case, certifying that no Default has occurred and is continuing or\nwould occur as a result of any such application, then no prepayment shall be\nrequired pursuant to this paragraph in respect of the Net Proceeds in respect of\nsuch event (or the portion of such Net Proceeds specified in such certificate,\nif applicable) except to the extent of any such Net Proceeds therefrom that have\nnot been so applied by the end of such 360-day period, at which time a\nprepayment shall be required in an amount equal to such Net Proceeds that have\nnot been so applied.\n\n          (d)  Mandatory Prepayments - Excess Cash Flow.  Following the end of\n               ----------------------------------------                       \neach fiscal year of Limited, commencing with the fiscal year ending December 31,\n2002, the Borrowers shall prepay Term Borrowings in an aggregate amount equal to\n50% of Excess Cash Flow for such fiscal year; provided that no such payment\n                                              --------                     \nshall be required if either (i) the ratings established for the Index Debt are\nBBB- or better and Baa3 or better as of the date by which payment is required to\nbe made pursuant to the next succeeding sentence or (ii) the Leverage Ratio as\nof the last day of such fiscal year shall be 4.00 to 1 or less.  Each prepayment\npursuant to this paragraph shall be made on or before the date on which\nfinancial statements are delivered pursuant to Section 5.01 with respect to the\nfiscal year for which Excess Cash Flow is being calculated (and in any event\nwithin 120 days after the end of such fiscal year).\n\n          (e)  Assumption of Loans - Conversion Dates.\n               -------------------------------------- \n\n          (i)  GCHL Conversion Date.  Upon the GCHL Conversion Date, GCNA shall\n               --------------------                                            \n     be deemed to assume automatically (and without any action by or on behalf\n     of GCNA, GCHL, the Administrative Agent, any Lender or any other Person)\n     all of the obligations of GCHL in respect of all Borrowings made to GCHL\n     then outstanding and in respect of all LC Exposure in respect of Letters of\n     Credit then outstanding for the account of GCHL.\n\n          (ii) Limited Conversion Date.  GCHL shall be deemed to assume\n               -----------------------                                 \n     automatically (and without any action by or on behalf of GCHL, GCNA, the\n     Administrative Agent, any Lender or any other Person) all of the\n     obligations of GCNA in respect of all Borrowings made to GCNA then\n     outstanding and in respect of all LC Exposure in respect of Letters of\n     Credit then outstanding for the account of GCNA:\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -52-\n\n               (x)  upon the Limited Conversion Date in the event that prior\n          thereto GCNA shall have sold any of the LECs (unless the relevant\n          Supermajority Lenders shall have consented otherwise), and\n\n               (y)  upon any sale of any of the LECs after the Limited\n          Conversion Date in the event that prior to the Limited Conversion Date\n          GCNA shall not have sold any of the LECs (unless the relevant\n          Supermajority Lenders shall have consented otherwise).\n\n          (f)  Application of Prepayments to Borrowings.  Prior to any optional\n               ----------------------------------------                        \nor mandatory prepayment of Borrowings hereunder, the Borrowers shall select the\nBorrowing or Borrowings to be prepaid and shall specify such selection in the\nnotice of such prepayment pursuant to paragraph (g) of this Section.  In the\nevent the Borrowers fail to give such notice, such prepayments shall be applied\nfirst to ABR Borrowings of each applicable Class and then to Eurodollar\nBorrowings of such Class in the direct order of then scheduled expiration dates\nof the Interest Periods then applicable thereto.  In the event of any mandatory\nprepayment of Term Borrowings made at a time when Term Borrowings of more than\none Class remain outstanding, the Borrowers shall select Term Borrowings to be\nprepaid so that the aggregate amount of such prepayment is allocated between the\nTerm Borrowings of each Class pro rata based on the aggregate principal amount\nof outstanding Borrowings of each such Class, provided that upon such prepayment\n                                              -------------                     \nof Term Borrowings made on or before the Revolving Term Conversion Date, any\nTranche B Lender may elect, by notice to the Administrative Agent by telephone\n(confirmed by telecopy) at least one Business Day prior to the prepayment date,\nto decline all or any portion of any such mandatory prepayment of its Tranche B\nTerm Loans pursuant to this Section, in which case the aggregate amount of the\nprepayment that would have been applied to prepay Tranche B Term Loans but was\nso declined shall be applied pro rata to prepay the Incremental Loans and the\nTranche B Term Loans of any Tranche B Lenders which have accepted such\nprepayment.  In the event of any mandatory prepayment of Tranche B Term\nBorrowings after the Revolving Term Conversion Date, any Tranche B Lender may\nelect, by notice to the Administrative Agent by telephone (confirmed by\ntelecopy) at least one Business Day prior to the prepayment date, to decline all\nor any portion of any such mandatory prepayment of its Tranche B Term Loans\npursuant to this Section, in which case the aggregate amount of the prepayment\nthat would have been applied to prepay Tranche B Term Loans but was so declined\nshall be applied pro rata to prepay Revolving Term Borrowings, Incremental Loans\nand the Tranche B Term Loans of any Tranche B Lenders which have accepted such\nprepayment.  In the event of any optional prepayment of Term Borrowings,\nprepayments shall be allocated among the Tranche B Borrowings, Incremental Loans\nand (after the Revolving Term Conversion Date) the Revolving Term Borrowings at\nthe Borrowers' election.\n\n          (g)  Notice of Prepayments.  The Borrowers shall notify the\n               ---------------------                                 \nAdministrative Agent (and, in the case of prepayment of a Swingline Loan, the\nSwingline Lender) by telephone (confirmed by telecopy) of any prepayment\nhereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later\nthan 11:00 a.m., New York City time, three Business Days before the date of\nprepayment, (ii) in the case of prepayment of an ABR Borrowing, not later \n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -53-\n\nthan 11:00 a.m., New York City time, one Business Day before the date of\nprepayment or (iii) in the case of prepayment of a Swingline Loan, not later\nthan 12:00 noon, New York City time, on the date of prepayment. Each such notice\nshall be irrevocable and shall specify the prepayment date, the principal amount\nof each Borrowing or portion thereof to be prepaid and, in the case of a\nmandatory prepayment, a reasonably detailed calculation of the amount of such\nprepayment; provided that, if a notice of optional prepayment is given in\n            --------\nconnection with a conditional notice of termination of the Revolving Commitments\nas contemplated by Section 2.08, then such notice of prepayment may be revoked\nif such notice of termination is revoked in accordance with Section 2.08.\nPromptly following receipt of any such notice (other than a notice relating\nsolely to Swingline Loans), the Administrative Agent shall advise the Lenders of\nthe contents thereof. Each partial prepayment of any Borrowing shall be in an\namount that would be permitted in the case of an advance of a Borrowing of the\nsame Type as provided in Section 2.02, except as necessary to apply fully the\nrequired amount of a mandatory prepayment. Each prepayment of a Borrowing shall\nbe applied ratably to the Loans included in the prepaid Borrowing. Prepayments\nshall be accompanied by accrued interest to the extent required by Section 2.13.\n\n          SECTION 2.12.  Fees.\n                         ----\n\n          (a)  Commitment Fee.  The Borrowers agree to pay to the Administrative\n               --------------                                                   \nAgent for the account of each Lender a commitment fee, which shall accrue at the\nCommitment Fee Rate on the average daily unused amount of each Commitment of\nsuch Lender during the period from and including the Original Effective Date (in\nthe case of the Revolving Credit Commitments), and from and including the\nRestatement Effective Date (in the case of the Revolving Term Commitments), to\nbut excluding the date on which such Commitment terminates.  Accrued commitment\nfees shall be payable in arrears on the last day of March, June, September and\nDecember of each year and on the date on which the applicable Commitments\nterminate, commencing on the first such date to occur after the Original\nEffective Date.  All commitment fees shall be computed on the basis of a year of\n360 days and shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day).  For purposes of computing commitment\nfees with respect to Revolving Credit Commitments, a Revolving Credit Commitment\nof a Lender shall be deemed to be used to the extent of the outstanding\nRevolving Credit Loans and LC Exposure of such Lender (and the Swingline\nExposure of such Lender shall be disregarded for such purpose).\n\n          (b)  Letter of Credit Fees.  The Borrowers agree to pay (i) to the\n               ---------------------                                        \nAdministrative Agent for the account of each Revolving Credit Lender a\nparticipation fee with respect to its participations in Letters of Credit, which\nshall accrue at the same Applicable Rate as interest on Eurodollar Revolving\nCredit Loans on the average daily amount of such Lender's LC Exposure (excluding\nany portion thereof attributable to unreimbursed LC Disbursements) during the\nperiod from and including the Original Effective Date to but excluding the later\nof the date on which such Lender's Revolving Credit Commitment terminates and\nthe date on which such Lender ceases to have any LC Exposure, and (ii) to each\nIssuing Bank a fronting fee, which shall accrue at the rate or rates per annum\nseparately agreed upon between the Borrowers and such Issuing Bank on the\naverage daily amount of the LC Exposure (excluding any portion thereof\n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -54-\n\nattributable to unreimbursed LC Disbursements) during the period from and\nincluding the Original Effective Date to but excluding the later of the date of\ntermination of the Revolving Credit Commitments and the date on which there\nceases to be any LC Exposure, as well as such Issuing Bank's standard fees with\nrespect to the issuance, amendment, renewal or extension of any Letter of Credit\nor processing of drawings thereunder.  Participation fees and fronting fees\naccrued through and including the last day of March, June, September and\nDecember of each year shall be payable on the third Business Day following such\nlast day, commencing on the first such date to occur after the Original\nEffective Date; provided that all such fees shall be payable on the date on\n                --------                                                   \nwhich the Revolving Credit Commitments terminate and any such fees accruing\nafter the date on which the Revolving Credit Commitments terminate shall be\npayable on demand.  Any other fees payable to an Issuing Bank pursuant to this\nparagraph shall be payable within 10 days after demand.  All participation fees\nand fronting fees shall be computed on the basis of a year of 360 days and shall\nbe payable for the actual number of days elapsed (including the first day but\nexcluding the last day).\n\n          (c)  Administrative Agent Fees.  The Borrowers agree to pay to the\n               -------------------------                                    \nAdministrative Agent, for its own account, fees payable in the amounts and at\nthe times separately agreed upon between the Borrowers and the Administrative\nAgent.\n\n          (d)  Payment of Fees.  All fees payable hereunder shall be paid on the\n               ---------------                                                  \ndates due, in immediately available funds, to the Administrative Agent (or to an\nIssuing Bank, in the case of fees payable to it) for distribution, in the case\nof commitment fees and participation fees, to the Lenders entitled thereto.\nFees paid shall not be refundable under any circumstances.\n\n          SECTION 2.13.  Interest.\n                         --------\n\n          (a)  ABR Loans.  The Loans comprising each ABR Borrowing (including\n               ---------                                                     \neach Swingline Loan) shall bear interest at the Alternate Base Rate plus the\n                                                                    ----    \nApplicable Rate.\n\n          (b)  Eurodollar Loans.  The Loans comprising each Eurodollar Borrowing\n               ----------------                                                 \nshall bear interest at the Adjusted LIBO Rate for the Interest Period in effect\nfor such Borrowing plus the Applicable Rate.\n                   ----                     \n\n          (c)  Default Interest.  Notwithstanding the foregoing, if any\n               ----------------                                        \nprincipal of or interest on any Loan or any fee or other amount payable by the\nBorrowers hereunder is not paid when due, whether at stated maturity, upon\nacceleration or otherwise, such overdue amount shall bear interest, after as\nwell as before judgment, at a rate per annum equal to (i) in the case of overdue\nprincipal of any Loan, 2% plus the rate otherwise applicable to such Loan as\n                          ----                                              \nprovided in the preceding paragraphs of this Section or (ii) in the case of any\nother amount, 2% plus the rate applicable to ABR Revolving Loans as provided in\n                 ----                                                          \nparagraph (a) of this Section.\n\n          (d)  Payment of Interest.  Accrued interest on each Loan shall be\n               -------------------                                         \npayable in arrears on each Interest Payment Date for such Loan and, in the case\nof the Revolving Credit Loans, upon termination of the Revolving Credit\nCommitments; provided that (i) interest accrued pursuant to paragraph (c) of\n             --------                                                       \nthis Section shall be payable on demand, (ii) in the event of \n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -55-\n\n\nany repayment or prepayment of any Loan (other than a prepayment of an ABR\nRevolving Credit or Revolving Term Loan prior to the end of the Revolving Credit\nor Revolving Term Availability Period, as applicable), accrued interest on the\nprincipal amount repaid or prepaid shall be payable on the date of such\nrepayment or prepayment and (iii) in the event of any conversion of any\nEurodollar Loan prior to the end of the current Interest Period therefor,\naccrued interest on such Loan shall be payable on the effective date of such\nconversion.\n\n          (e)  Computation.  All interest hereunder shall be computed on the\n               -----------                                                  \nbasis of a year of 360 days, except that interest computed by reference to the\nAlternate Base Rate at times when the Alternate Base Rate is based on the Prime\nRate shall be computed on the basis of a year of 365 days (or 366 days in a leap\nyear), and in each case shall be payable for the actual number of days elapsed\n(including the first day but excluding the last day).  The applicable Alternate\nBase Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent,\nand such determination shall be conclusive absent manifest error.\n\n          SECTION 2.14.  Alternate Rate of Interest. If prior to the\n                         --------------------------\ncommencement of any Interest Period for a Eurodollar Borrowing:\n\n          (a)  the Administrative Agent determines (which determination shall be\n     conclusive absent manifest error) that adequate and reasonable means do not\n     exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or\n\n          (b)  the Administrative Agent is advised by the Required Lenders that\n     the Adjusted LIBO Rate for such Interest Period will not adequately and\n     fairly reflect the cost to such Lenders of making or maintaining their\n     Loans included in such Borrowing for such Interest Period;\n\nthen the Administrative Agent shall give notice thereof to the Borrowers and the\nLenders by telephone or telecopy as promptly as practicable thereafter and,\nuntil the Administrative Agent notifies the Borrowers and the Lenders that the\ncircumstances giving rise to such notice no longer exist, (i) any Interest\nElection Request that requests the conversion of any Borrowing to, or\ncontinuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective\nand (ii) if any Borrowing Request requests a Eurodollar Borrowing, such\nBorrowing shall be made as an ABR Borrowing.\n\n          SECTION 2.15.  Increased Costs.\n                         ---------------\n\n          (a)  Increased Costs Generally.  If any Change in Law shall:\n               -------------------------                              \n\n          (i)  impose, modify or deem applicable any reserve, special deposit or\n     similar requirement against assets of, deposits with or for the account of,\n     or credit extended by, any Lender (except any such reserve requirement\n     reflected in the Adjusted LIBO Rate) or any Issuing Bank; or\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -56-\n\n          (ii)  impose on any Lender or any Issuing Bank or the London interbank\n     market any other condition affecting this Agreement or Eurodollar Loans\n     made by such Lender or any Letter of Credit or participation therein;\n\nand the result of any of the foregoing shall be to increase the cost to such\nLender, by an amount that such Lender deems to be material, of making or\nmaintaining any Eurodollar Loan (or of maintaining its obligation to make any\nsuch Loan) or to increase, by an amount that such Lender deems to be material,\nthe cost to such Lender or such Issuing Bank of participating in, issuing or\nmaintaining any Letter of Credit or to reduce, by an amount that such Lender\ndeems to be material, the amount of any sum received or receivable by such\nLender or such Issuing Bank with respect to Eurodollar Loans made or Letters of\nCredit issued hereunder (whether of principal, interest or otherwise), then the\nBorrowers will pay to such Lender or such Issuing Bank, as the case may be, such\nadditional amount or amounts as will compensate such Lender or such Issuing\nBank, as the case may be, for such additional costs incurred or reduction\nsuffered.\n\n          (b)  Capital Requirements.  If any Lender or any Issuing Bank\n               --------------------                                    \ndetermines that any Change in Law regarding capital requirements has or would\nhave the effect of reducing the rate of return on such Lender's or such Issuing\nBank's capital or on the capital of such Lender's or such Issuing Bank's holding\ncompany, if any, as a consequence of this Agreement or the Loans made by, or\nparticipations in Letters of Credit held by, such Lender, or the Letters of\nCredit issued by such Issuing Bank, to a level below that which such Lender or\nsuch Issuing Bank or such Lender's or such Issuing Bank's holding company could\nhave achieved but for such Change in Law (taking into consideration such\nLender's or such Issuing Bank's policies and the policies of such Lender's or\nsuch Issuing Bank's holding company with respect to capital adequacy) by an\namount that such Lender or such Issuing Bank, as the case may be, deems\nmaterial, then from time to time the Borrowers will pay to such Lender or such\nIssuing Bank, as the case may be, such additional amount or amounts as will\ncompensate such Lender or such Issuing Bank or such Lender's or such Issuing\nBank's holding company for any such reduction suffered.\n\n          (c)  Certificates from Lenders.  A certificate of a Lender or an\n               -------------------------                                  \nIssuing Bank setting forth the amount or amounts necessary to compensate such\nLender or such Issuing Bank or its holding company, as the case may be, as\nspecified in paragraph (a) or (b) of this Section shall be delivered to the\nBorrowers and shall be prima facie evidence of the accuracy thereof.  The\n                       ----- -----                                       \nBorrowers shall pay such Lender or such Issuing Bank, as the case may be, the\namount shown as due on any such certificate within 10 days after receipt\nthereof.\n\n          (d)  Delay in Requests.  Failure or delay on the part of any Lender or\n               -----------------                                                \nany Issuing Bank to demand compensation pursuant to this Section shall not\nconstitute a waiver of such Lender's or such Issuing Bank's right to demand such\ncompensation; provided that the Borrowers shall not be required to compensate a\n              --------                                                         \nLender or an Issuing Bank pursuant to this Section for any increased costs or\nreductions incurred more than 270 days prior to the date that such Lender or\nsuch Issuing Bank, as the case may be, notifies the Borrowers of the Change in\nLaw giving rise to such increased costs or reductions and of such Lender's or\nsuch Issuing Bank's intention to claim compensation therefor; provided further\n                                                              -------- -------\nthat, if the Change in Law \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -57-\n\ngiving rise to such increased costs or reductions is retroactive, then the 270-\nday period referred to above shall be extended to include the period of\nretroactive effect thereof.\n\n          SECTION 2.16.  Break Funding Payments. In the event of (a) the payment\n                         ----------------------\nof any principal of any Eurodollar Loan other than on the last day of an\nInterest Period applicable thereto (including as a result of an Event of\nDefault), (b) the conversion of any Eurodollar Loan other than on the last day\nof the Interest Period applicable thereto, (c) the failure to borrow, convert,\ncontinue or prepay any Revolving Loan or Term Loan on the date specified in any\nnotice delivered pursuant hereto (regardless of whether such notice may be\nrevoked under Section 2.08(d) or 2.11(g) and is revoked in accordance\ntherewith), or (d) the assignment of any Eurodollar Loan other than on the last\nday of the Interest Period applicable thereto as a result of a request by the\nBorrowers pursuant to Section 2.19, then, in any such event, the Borrowers shall\ncompensate each Lender for the loss, cost and expense attributable to such\nevent. In the case of a Eurodollar Loan, such loss, cost or expense to any\nLender shall be deemed to include an amount determined by such Lender to be the\nexcess, if any, of (i) the amount of interest which would have accrued on the\nprincipal amount of such Loan had such event not occurred, at the Adjusted LIBO\nRate that would have been applicable to such Loan, for the period from the date\nof such event to the last day of the then current Interest Period therefor (or,\nin the case of a failure to borrow, convert or continue, for the period that\nwould have been the Interest Period for such Loan), over (ii) the amount of\ninterest which would accrue on such principal amount for such period at the\ninterest rate which such Lender would bid were it to bid, at the commencement of\nsuch period, for dollar deposits of a comparable amount and period from other\nbanks in the eurodollar market. A certificate of any Lender setting forth any\namount or amounts that such Lender is entitled to receive pursuant to this\nSection shall be delivered to the Borrowers and shall be prima facie evidence of\n                                                         ----- -----\nthe accuracy thereof. The Borrowers shall pay such Lender the amount shown as\ndue on any such certificate within 10 days after receipt thereof.\n\n          SECTION 2.17.  Taxes.\n                         -----\n\n          (a)  Payments Free of Taxes.  Any and all payments by or on account of\n               ----------------------                                           \nany obligation of the Borrowers hereunder or under any other Loan Document shall\nbe made free and clear of and without deduction for any Indemnified Taxes or\nOther Taxes; provided that if the Borrowers shall be required to deduct any\n             --------                                                      \nIndemnified Taxes or Other Taxes from such payments, then (i) the sum payable\nshall be increased as necessary so that after making all required deductions\n(including deductions applicable to additional sums payable under this Section)\nthe Administrative Agent, Lender or Issuing Bank (as the case may be) receives\nan amount equal to the sum it would have received had no such deductions been\nmade, (ii) the Borrowers shall make such deductions and (iii) the Borrowers\nshall pay the full amount deducted to the relevant Governmental Authority in\naccordance with applicable law.\n\n          (b)  Payment of Other Taxes by the Borrowers.  In addition, the\n               ---------------------------------------                   \nBorrowers shall pay any Other Taxes to the relevant Governmental Authority in\naccordance with applicable law.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -58-\n\n          (c)  Indemnification by the Borrowers.  The Borrowers shall indemnify\n               --------------------------------                                \nthe Administrative Agent, each Lender and each Issuing Bank, within 10 days\nafter written demand therefor, for the full amount of any Indemnified Taxes or\nOther Taxes paid by the Administrative Agent, such Lender or such Issuing Bank,\nas the case may be, on or with respect to any payment by or on account of any\nobligation of the Borrowers hereunder or under any other Loan Document\n(including Indemnified Taxes or Other Taxes imposed or asserted on or\nattributable to amounts payable under this Section) and any penalties, interest\nand reasonable expenses arising therefrom or with respect thereto, whether or\nnot such Indemnified Taxes or Other Taxes were correctly or legally imposed or\nasserted by the relevant Governmental Authority.  A certificate as to the amount\nof such payment or liability delivered to the Borrowers by a Lender or an\nIssuing Bank, or by the Administrative Agent on its own behalf or on behalf of a\nLender or an Issuing Bank, shall be conclusive absent manifest error.\n\n          (d)  Evidence of Payments.  As soon as reasonably practicable after\n               --------------------                                          \nany payment of Indemnified Taxes or Other Taxes by the Borrowers to a\nGovernmental Authority, the Borrowers shall deliver to the Administrative Agent\nthe original or a certified copy of a receipt issued by such Governmental\nAuthority evidencing such payment, a copy of the return reporting such payment\nor other evidence of such payment reasonably satisfactory to the Administrative\nAgent.\n\n          (e)  Evidence of Exemption.  If any Lender, the Administrative Agent\n               ---------------------                                          \nor any Issuing Bank is entitled to an exemption from or reduction of withholding\ntax under the law of the jurisdiction in which either Borrower is located, or\nany treaty to which such jurisdiction is a party, with respect to payments under\nthis Agreement, such Person shall deliver to the Borrowers (with a copy to the\nAdministrative Agent), at the time or times prescribed by applicable law, such\nproperly completed and executed documentation prescribed by applicable law or\nreasonably requested by the Borrowers as will permit such payments to be made\nwithout withholding or at a reduced rate, provided that such Person has received\n                                          --------                              \nwritten notice from the Borrowers advising it of the availability of such\nexemption or reduction and supplying all applicable documentation.\n\n          (f)  Treatment of Certain Refunds.  If the Administrative Agent or a\n               ----------------------------                                   \nLender determines, in its reasonable discretion, that it has received a refund\nof any Taxes or Other Taxes as to which it has been indemnified by the Borrowers\nor with respect to which the Borrowers have paid additional amounts pursuant to\nthis Section 2.17, it shall pay over such refund to the Borrowers (but only to\nthe extent of indemnity payments made, or additional amounts paid, by the\nBorrowers under this Section 2.17 with respect to the Taxes or Other Taxes\ngiving rise to such refund), net of all out-of-pocket expenses of the\nAdministrative Agent or such Lender and without interest (other than any\ninterest paid by the relevant Governmental Authority with respect to such\nrefund); provided, however, that the Borrowers, upon the request of the\n         --------  -------                                             \nAdministrative Agent or such Lender, agree to repay the amount paid over to the\nBorrowers (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) to the Administrative Agent or such Lender in the event\nthe Administrative Agent or such Lender is required to repay such refund to such\nGovernmental Authority.  Nothing contained in this Section 2.17(f) shall require\nthe Administrative Agent or any Lender to make available its tax \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -59-\n\nreturns (or any other information relating to its taxes which it deems\nconfidential) to the Borrowers or any other Person.\n\n          SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-\n                         ------------------------------------------------------\nOffs.\n----\n\n          (a)  Payments by Borrower.  The Borrowers shall make each payment\n               --------------------                                        \nrequired to be made by it hereunder or under any other Loan Document (whether of\nprincipal, interest, fees or reimbursement of LC Disbursements, or of amounts\npayable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time\nexpressly required hereunder or under such other Loan Document for such payment\n(or, if no such time is expressly required, prior to 12:00 noon, New York City\ntime), on the date when due, in immediately available funds, without set-off or\ncounterclaim.  Any amounts received after such time on any date may, in the\ndiscretion of the Administrative Agent, be deemed to have been received on the\nnext succeeding Business Day for purposes of calculating interest thereon.  All\nsuch payments shall be made to the Administrative Agent at its offices at 270\nPark Avenue, New York, New York, except payments to be made directly to an\nIssuing Bank or the Swingline Lender as expressly provided herein and except\nthat payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made\ndirectly to the Persons entitled thereto, and payments pursuant to other Loan\nDocuments shall be made to the Persons specified therein.  The Administrative\nAgent shall distribute any such payments received by it for the account of any\nother Person to the appropriate recipient promptly following receipt thereof.\nIf any payment under any Loan Document shall be due on a day that is not a\nBusiness Day, the date for payment shall be extended to the next succeeding\nBusiness Day, and, in the case of any payment accruing interest, interest\nthereon shall be payable for the period of such extension.  All payments under\neach Loan Document shall be made in dollars.\n\n          (b)  Application of Insufficient Payments.  If at any time\n               ------------------------------------                 \ninsufficient funds are received by and available to the Administrative Agent to\npay fully all amounts of principal, unreimbursed LC Disbursements, interest and\nfees then due hereunder, such funds shall be applied (i) first, towards payment\nof interest and fees then due hereunder, ratably among the parties entitled\nthereto in accordance with the amounts of interest and fees then due to such\nparties, and (ii) second, towards payment of principal and unreimbursed LC\nDisbursements then due hereunder, ratably among the parties entitled thereto in\naccordance with the amounts of principal and unreimbursed LC Disbursements then\ndue to such parties.\n\n          (c)  Sharing of Payments by Lenders.  If any Lender shall, by\n               ------------------------------                          \nexercising any right of set-off or counterclaim or otherwise, obtain payment in\nrespect of any principal of or interest on any of its Revolving Loans, Term\nLoans or participations in LC Disbursements or Swingline Loans resulting in such\nLender receiving payment of a greater proportion of the aggregate amount of its\nRevolving Loans, Term Loans and participations in LC Disbursements and Swingline\nLoans and accrued interest thereon than the proportion received by any other\nLender, then the Lender receiving such greater proportion shall purchase (for\ncash at face value) participations in the Revolving Loans, Term Loans and\nparticipations in LC Disbursements and Swingline Loans of other Lenders to the\nextent necessary so that the benefit of all such payments shall be shared by the\nLenders ratably in accordance with the aggregate amount of principal of \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -60-\n\nand accrued interest on their respective Revolving Loans, Term Loans and\nparticipations in LC Disbursements and Swingline Loans; provided that (i) if any\n                                                        --------\nsuch participations are purchased and all or any portion of the payment giving\nrise thereto is recovered, such participations shall be rescinded and the\npurchase price restored to the extent of such recovery, without interest, and\n(ii) the provisions of this paragraph shall not be construed to apply to any\npayment made by the Borrowers pursuant to and in accordance with the express\nterms of this Agreement or any payment obtained by a Lender as consideration for\nthe assignment of or sale of a participation in any of its Loans or\nparticipations in LC Disbursements to any assignee or participant, other than to\nthe Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions\nof this paragraph shall apply). The Borrowers consent to the foregoing and\nagrees, to the extent it may effectively do so under applicable law, that any\nLender acquiring a participation pursuant to the foregoing arrangements may\nexercise against either Borrower rights of set-off and counterclaim with respect\nto such participation as fully as if such Lender were a direct creditor of such\nBorrower in the amount of such participation.\n\n          (d)  Presumptions of Payment.  Unless the Administrative Agent shall\n               -----------------------                                        \nhave received notice from the Borrowers prior to the date on which any payment\nis due to the Administrative Agent for the account of the Lenders or any Issuing\nBank hereunder that the Borrowers will not make such payment, the Administrative\nAgent may assume that the Borrowers have made such payment on such date in\naccordance herewith and may, in reliance upon such assumption, distribute to the\nLenders or such Issuing Bank, as the case may be, the amount due.  In such\nevent, if the Borrowers have not in fact made such payment, then each of the\nLenders or such Issuing Bank, as the case may be, severally agrees to repay to\nthe Administrative Agent forthwith on demand the amount so distributed to such\nLender or such Issuing Bank with interest thereon, for each day from and\nincluding the date such amount is distributed to it to but excluding the date of\npayment to the Administrative Agent, at the greater of the Federal Funds\nEffective Rate and a rate determined by the Administrative Agent in accordance\nwith banking industry rules on interbank compensation.\n\n          (e)  Certain Deductions by the Administrative Agent.  If any Lender\n               ----------------------------------------------                \nshall fail to make any payment required to be made by it pursuant to Section\n2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c), then the Administrative\nAgent may, in its discretion (notwithstanding any contrary provision hereof),\napply any amounts thereafter received by the Administrative Agent for the\naccount of such Lender to satisfy such Lender's obligations under such Sections\nuntil all such unsatisfied obligations are fully paid.\n\n          SECTION 2.19.  Mitigation Obligations; Replacement of Lenders.\n                         ----------------------------------------------\n\n          (a)  Designation of a Different Lending Office.  If any Lender\n               -----------------------------------------                \nrequests compensation under Section 2.15, or if the Borrowers are required to\npay any additional amount to any Lender or any Governmental Authority for the\naccount of any Lender pursuant to Section 2.17, then such Lender shall use\nreasonable efforts to designate a different lending office for funding or\nbooking its Loans hereunder or to assign its rights and obligations hereunder to\nanother of its offices, branches or affiliates, if, in the judgment of such\nLender, such designation \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -61-\n\nor assignment (i) would eliminate or reduce amounts payable pursuant to Section\n2.15 or 2.17, as the case may be, in the future and (ii) would not subject such\nLender to any unreimbursed cost or expense and would not otherwise be\ndisadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable\ncosts and expenses incurred by any Lender in connection with any such\ndesignation or assignment.\n\n          (b)  Replacement of Lenders.  If any Lender requests compensation\n               ----------------------                                      \nunder Section 2.15, or if the Borrowers are required to pay any additional\namount to any Lender or any Governmental Authority for the account of any Lender\npursuant to Section 2.17, or if any Lender defaults in its obligation to fund\nLoans hereunder, then the Borrowers may, at its sole expense and effort, upon\nnotice to such Lender and the Administrative Agent, require such Lender to\nassign and delegate, without recourse (in accordance with and subject to the\nrestrictions contained in Section 9.04), all its interests, rights and\nobligations under this Agreement to an assignee that shall assume such\nobligations (which assignee may be another Lender, if a Lender accepts such\nassignment); provided that (i) unless such assignee is another Lender the\n             --------                                                    \nBorrowers shall have received the prior written consent of the Administrative\nAgent (and, if a Revolving Credit Commitment is being assigned, the Issuing\nBanks and Swingline Lender), which consent shall not unreasonably be withheld,\n(ii) such Lender shall have received payment of an amount equal to the\noutstanding principal of its Loans and participations in LC Disbursements and\nSwingline Loans, accrued interest thereon, accrued fees and all other amounts\npayable to it hereunder, from the assignee (to the extent of such outstanding\nprincipal and accrued interest and fees) or the Borrowers (in the case of all\nother amounts) and (iii) in the case of any such assignment resulting from a\nclaim for compensation under Section 2.15 or payments required to be made\npursuant to Section 2.17, such assignment will result in a material reduction in\nsuch compensation or payments.  A Lender shall not be required to make any such\nassignment and delegation if, prior thereto, as a result of a waiver by such\nLender or otherwise, the circumstances entitling the Borrowers to require such\nassignment and delegation cease to apply.\n\n\n                                  ARTICLE III\n\n                        REPRESENTATIONS AND WARRANTIES\n\n          Each of Limited and each Borrower represents and warrants to the\nLenders that:\n\n          SECTION 3.01.  Organization; Powers; Licenses. Each Restricted Person\n                         ------------------------------\nis duly organized, validly existing and in good standing under the laws of the\njurisdiction of its organization, has all requisite power and authority to carry\non its business as now conducted and, except where the failure to do so,\nindividually or in the aggregate, could not reasonably be expected to result in\na Material Adverse Effect, is qualified to do business in, and is in good\nstanding in, every jurisdiction where such qualification is required.\n\n          SECTION 3.02.  Authorization; Enforceability; Effectiveness. The\n                         --------------------------------------------\nTransactions to be entered into by each Loan Party are within such Loan Party's\ncorporate powers and have\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -62-\n\nbeen duly authorized by all necessary corporate and, if required, stockholder\naction. This Agreement has been duly executed and delivered by each of Limited,\nGCHL and GCNA and constitutes, and each other Loan Document to which any Loan\nParty is to be a party, when executed and delivered by such Loan Party, will\nconstitute, a legal, valid and binding obligation of Limited, GCHL, GCNA or such\nLoan Party (as the case may be), enforceable in accordance with its terms,\nsubject to applicable bankruptcy, insolvency, reorganization, moratorium or\nother laws affecting creditors' rights generally and subject to general\nprinciples of equity, regardless of whether considered in a proceeding in equity\nor at law.\n\n          SECTION 3.03.  Governmental Approvals; No Conflicts. The participation\n                         ------------------------------------\nby the Restricted Persons in the Transactions (a) does not require any consent\nor approval of, registration or filing with, or any other action by, any\nGovernmental Authority, except (i) such as have been obtained or made and are in\nfull force and effect, (ii) filings necessary to perfect Liens created under the\nLoan Documents and (iii) such as its failure to obtain, individually or in the\naggregate, could not reasonably be expected to result in a Material Adverse\nEffect, (b) will not violate any applicable law or regulation or the charter, \nby-laws or other organizational documents of any Restricted Person, (c) will not\nviolate or result in a default under the Senior Note Indenture, the Preferred\nStock, the Exchange Note Indenture or the documentation evidencing or governing\nany Existing Notes or give rise to a right thereunder to require any payment to\nbe made by the Restricted Persons, (d) will not violate any order of any\nGovernmental Authority or violate or result in a default under any indenture,\nagreement or other instrument binding upon any Restricted Person or any of its\nassets, or give rise to a right thereunder to require any payment to be made by\nany Restricted Person, except for such violations, defaults or rights,\nindividually or in the aggregate, as could not reasonably be expected to result\nin a Material Adverse Effect or to expose any Lender or the Administrative Agent\nto any potential material civil liability or any potential criminal liability,\nand (e) will not result in the creation or imposition of any Lien on any asset\nof any Restricted Person, except Liens created under the Loan Documents.\n\n          SECTION 3.04.  Financial Condition; No Material Adverse Change.\n                         -----------------------------------------------\n\n          (a)  Audited Financial Statements.  Limited has heretofore furnished\n               ----------------------------                                   \nto the Lenders (i) Limited's consolidated balance sheet and statements of\nincome, stockholders equity and cash flows (x) as of and for the fiscal year\nended December 31, 1999, reported on by Arthur Andersen &amp; Co., independent\npublic accountants, and (y) as of and for the fiscal quarter and the portion of\nthe fiscal year ended March 31, 2000, certified by its chief financial officer\nand (ii) a consolidated balance sheet and statements of income, stockholders\nequity and cash flows of the Restricted Persons as of and for the fiscal quarter\nand the portion of the fiscal year ended March 31, 2000.  Such financial\nstatements present fairly, in all material respects, the financial position and\nresults of operations and cash flows of Limited and its consolidated\nSubsidiaries as of such dates and for such periods in accordance with GAAP,\nsubject to year-end audit adjustments and the absence of footnotes in the case\nof the statements referred to in clauses (i)(y) and (ii) above.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -63-\n\n          (b)  No Undisclosed Material Liabilities, Etc.  Except as disclosed in\n               -----------------------------------------                        \nthe financial statements referred to above or the notes thereto or in the\nInformation Memorandum, after giving effect to the Transactions, none of the\nRestricted Persons has, as of the Restatement Effective Date, any material\ncontingent liabilities, unusual long-term commitments or unrealized losses.\n\n          (c)  No Material Adverse Change or Condition.  During the period from\n               ---------------------------------------                         \nDecember 31, 1999 to and including the Restatement Effective Date, there has not\noccurred any event, condition or change that could reasonably be expected to\nhave a material adverse effect on the business, assets, operations or condition\n(financial or otherwise) of Limited and its Subsidiaries, taken as a whole.\nSince March 31, 2000, there has not occurred any event, condition or change that\ncould reasonably be expected to have a material adverse effect on the business,\nassets, operations or condition, financial or otherwise, of the Restricted\nPersons taken as a whole (excluding adverse effects, if any, arising out of a\ndiminution in value of the investment of the Restricted Persons in Unrestricted\nSubsidiaries).\n\n          SECTION 3.05.  Properties.\n                         ----------\n\n          (a)  Title to Properties.  Each Restricted Person has good title to,\n               -------------------                                            \nor valid leasehold interests, licenses, easements, or other rights in, all its\nreal and personal property material to its business as currently conducted,\nexcept for defects in title and other infirmities that, individually or in the\naggregate, could not reasonably be expected to result in a Material Adverse\nEffect.\n\n          (b)  Intellectual Property.  Each Restricted Person owns, or is\n               ---------------------                                     \nlicensed or has other rights to use, all trademarks, tradenames, copyrights,\npatents and other intellectual property material to its business, and the use\nthereof by the Restricted Persons does not infringe upon the rights of any other\nPerson, except for any such failures that, individually or in the aggregate,\ncould not reasonably be expected to result in a Material Adverse Effect.\n\n          SECTION 3.06.  Litigation and Environmental Matters.\n                         ------------------------------------\n\n          (a)  Litigation.  There are no actions, suits or proceedings by or\n               ----------                                                   \nbefore any arbitrator or Governmental Authority pending against or, to the\nknowledge of Limited, GCHL or GCNA, threatened against or affecting Limited,\nGCHL, GCNA or any of the Subsidiaries (i) as to which there is a reasonable\npossibility of an adverse determination and that, if adversely determined, could\nreasonably be expected, individually or in the aggregate, to result in a\nMaterial Adverse Effect or (ii) that involve any of the Loan Documents or the\nTransactions.\n\n          (b)  Environmental Matters.  Except with respect to any matters that,\n               ---------------------                                           \nindividually or in the aggregate, could not reasonably be expected to result in\na Material Adverse Effect, no Restricted Person (i) has failed to comply with\nany Environmental Law or to obtain, maintain or comply with any permit, license\nor other approval required under any Environmental Law, (ii) has become subject\nto any Environmental Liability, (iii) has received notice of any claim with\nrespect to any Environmental Liability or (iv) knows of any basis for any\nEnvironmental Liability.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -64-\n\n\n          SECTION 3.07.  Compliance with Laws and Agreements. Each Restricted\n                         -----------------------------------\nPerson is in compliance with all laws, regulations and orders of any\nGovernmental Authority applicable to it or its property and all indentures,\nagreements and other instruments binding upon it or its property, except where\nthe failure to do so, individually or in the aggregate, could not reasonably be\nexpected to result in a Material Adverse Effect. After giving effect to the\namendment and restatement of the Existing Credit Agreement as contemplated\nhereby, no Default has occurred and is continuing.\n\n          SECTION 3.08.  Investment and Holding Company Status. Neither Limited,\n                         -------------------------------------\nGCHL, GCNA, nor any of the Subsidiaries is (a) an \"investment company\" as\ndefined in, or subject to regulation under, the Investment Company Act of 1940\nor (b) a \"holding company\" as defined in, or subject to regulation under, the\nPublic Utility Holding Company Act of 1935.\n\n          SECTION 3.09.  Taxes. Each of Limited, GCHL, GCNA, and the\n                         -----\nSubsidiaries has timely filed or caused to be filed all Tax returns and reports\nrequired to have been filed and has paid or caused to be paid all Taxes required\nto have been paid by it, except (a) any Taxes that are being contested in good\nfaith by appropriate proceedings and for which Limited, GCHL, GCNA or such\nSubsidiary, as applicable, has set aside on its books adequate reserves or (b)\nto the extent that the failure to do so could not reasonably be expected to\nresult in a Material Adverse Effect.\n\n          SECTION 3.10.  ERISA. No ERISA Event has occurred or is reasonably\n                         -----\nexpected to occur that, when taken together with all other such ERISA Events for\nwhich liability is reasonably expected to occur, could reasonably be expected to\nresult in a Material Adverse Effect. Except where an ERISA Event in respect of\nsuch excess could not reasonably be expected to result in a Material Adverse\nEffect, the present value of all accumulated benefit obligations under each Plan\n(based on the assumptions used for purposes of Statement of Financial Accounting\nStandards No. 87) did not, as of the date of the most recent financial\nstatements reflecting such amounts, exceed the fair market value of the assets\nof such Plan, and the present value of all accumulated benefit obligations of\nall underfunded Plans (based on the assumptions used for purposes of Statement\nof Financial Accounting Standards No. 87) did not, as of the date of the most\nrecent financial statements reflecting such amounts, exceed the fair market\nvalue of the assets of all such underfunded Plans. Each employee benefit plan\nmaintained primarily in respect of current or former employees of Limited, GCHL,\nGCNA and the Subsidiaries who are or were employed outside the United States is\nin compliance with all applicable laws and regulations and there are not any\nmaterial unfunded amount thereunder, except where such noncompliance or unfunded\nliabilities would not, individually or in the aggregate, have a Material Adverse\nEffect.\n\n          SECTION 3.11.  Disclosure. Limited, GCHL and GCNA have disclosed to\n                         ----------\nthe Lenders all agreements, instruments and corporate or other restrictions to\nwhich any Restricted Person is subject, and all other matters known to any of\nthem as of the date hereof, that, individually or in the aggregate, could\nreasonably be expected to result in a Material Adverse Effect. As of the date\nhereof, neither the Information Memorandum nor any of the other reports,\n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -65-\n\nfinancial statements, certificates or other information furnished by or on\nbehalf of any Loan Party to the Administrative Agent or any Lender in connection\nwith the negotiation of this Agreement or any other Loan Document or delivered\nhereunder or thereunder (as modified or supplemented by other information so\nfurnished) contains any material misstatement of fact or omits to state any\nmaterial fact necessary to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading; provided that, with\n                                                          --------\nrespect to projected financial information, Limited, GCHL and GCNA represent\nonly that such information was prepared in good faith based upon assumptions\nbelieved to be reasonable at the time.\n\n          SECTION 3.12.  Subsidiaries and Collateral. Schedule 3.12 sets forth\n                         ---------------------------\nthe name of, and the ownership interest of Limited in, each Subsidiary,\nspecifying for each such Subsidiary (i) its full legal name, (ii) its\njurisdiction of organization, (iii) whether such Subsidiary is a Restricted\nSubsidiary or an Unrestricted Subsidiary, (iv) whether or not such Subsidiary is\na Subsidiary Loan Party and (v) whether any Equity Interests in such Subsidiary\nare required to be pledged as Collateral under the Collateral and Guarantee\nRequirement, the identity of the Person that is required to pledge such Equity\nInterests and each Pledge Agreement pursuant to which such Equity Interests are\nso pledged, in each case as of the Restatement Effective Date.\n\n          SECTION 3.13.  Insurance. Limited, GCHL and GCNA believe that the\n                         ---------\ninsurance maintained by or on behalf of the Restricted Persons is adequate.\n\n          SECTION 3.14.  Labor Matters. As of the Restatement Effective Date,\n                         -------------\nthere are no strikes, lockouts or slowdowns against any Restricted Person\npending or, to the knowledge of Limited, GCHL or GCNA, threatened.\n\n          SECTION 3.15.  Senior Indebtedness. The Obligations constitute \"Senior\n                         -------------------\nDebt\" under and as defined in the Exchange Note Indenture.\n\n          SECTION 3.16.  Regulatory Matters; Etc. The Restricted Persons have or\n                         -----------------------\nhave sufficient rights in all licenses, consents and approvals from the FCC,\nother applicable Governmental Authorities and other third parties necessary or\nadvisable to authorize the Restricted Persons to consummate the Transactions, to\nown and operate the businesses of the Restricted Persons and to conduct their\noperations as contemplated by their business plan (or have no reason to believe\nthat they will not have or have sufficient rights in such licenses, consents and\napprovals as and when required), all of which to the extent currently required\nare in full force and effect, and no action has been taken by the FCC or any\nother Person or, to the knowledge of Limited, GCHL or GCNA, is threatened by any\ncompetent authority to challenge any such license, consent or approval or that\nwould otherwise restrain, prevent or otherwise impose material adverse\nconditions on the financings contemplated hereby or in the business, operations\nor financial condition of the Restricted Persons taken as a whole, except in\neach case where the failure of any of the statements in this Section to be true,\nindividually or in the aggregate, could not reasonably be expected to result in\na Material Adverse Effect.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -66-\n\n          SECTION 3.17.  Indenture Compliance. At the time of any Borrowing or\n                         --------------------\nissuance of a Letter of Credit, such Borrowing or issuance is permitted under\n(i) the debt incurrence test specified under each of the Senior Note Indenture\nand, as applicable, the Preferred Stock or the Exchange Note Indenture, and any\nindenture or other document evidencing or governing any Existing Notes or any\nother Material Indebtedness outstanding at the time of such Borrowing or\nissuance or (ii) another provision of such Senior Note Indenture or, as\napplicable, the Preferred Stock or the Exchange Note Indenture or such other\nindenture or governing document.\n\n          SECTION 3.18.  Margin Regulations. No part of the proceeds of any Loan\n                         ------------------\nor any Letter of Credit will be used, whether directly or indirectly, and\nwhether immediately, incidentally or ultimately, for any purpose that entails a\nviolation of the Regulations of the Board, including Regulations U or X.\n\n\n                                  ARTICLE IV\n\n                                  CONDITIONS\n\n          SECTION 4.01.  Restatement Effective Date. The amendment and\n                         --------------------------\nrestatement of the Existing Credit Agreement to be effected hereby, and the\nobligations of the Lenders to make Revolving Term Loans and Tranche B Term Loans\nhereunder, shall not become effective until the date on which each of the\nfollowing conditions is satisfied (or waived in accordance with Section 9.02):\n\n          (a)  Execution.  The Administrative Agent (or its counsel) shall have\n               ---------                                                       \n     received from each of Limited, GCHL and GCNA, from Lenders with Revolving\n     Term Commitments in an aggregate amount equal to $700,000,000 and Tranche B\n     Commitments in an aggregate amount equal to $550,000,000, and from Lenders\n     party to the Existing Credit Agreement constituting the \"Required Lenders\"\n     thereunder, one of (i) a counterpart of this Agreement signed on behalf of\n     such party, (ii) written evidence satisfactory to the Administrative Agent\n     (which may include telecopy transmission of a signed signature page of this\n     Agreement) that such party has signed a counterpart of this Agreement or\n     (iii) in the case of each Lender with a Revolving Term Commitment or\n     Tranche B Commitment, a counterpart of an appropriately completed Lender\n     Addendum for such Lender.\n\n          (b)  Opinions.  The Administrative Agent shall have received a written\n               --------                                                         \n     opinion (addressed to the Administrative Agent and the Lenders and dated\n     the Restatement Effective Date) of each of (i) James C. Gorton, General\n     Counsel of Limited, substantially in the form of Exhibit B-1, (ii) Simpson\n     Thacher &amp; Bartlett, counsel for Limited and certain of the Subsidiaries,\n     substantially in the form of Exhibit B-2, (iii) Martin T. McCue, Senior\n     Vice President and General Counsel of GCNA, substantially in the form of\n     Exhibit B-3, (iv) local counsel in each jurisdiction in which a Guarantee\n     Agreement or \n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -67-\n\n     Pledge Agreement is required to be obtained by the Collateral and Guarantee\n     Requirement, in a form reasonably satisfactory to the Administrative Agent,\n     and (v) FCC counsel for the Borrowers substantially to the effect that no\n     consent, approval, authorization, license or order of, or filing with, the\n     FCC is required in connection with the Transactions and that the\n     Transactions will not violate or breach the Communications Act of 1934, as\n     amended, or the Submarine Cable Statute or the rules and regulations of the\n     FCC and court interpretations thereof. Each of Limited and the Borrowers\n     hereby request such counsel to deliver such opinions.\n\n          (c)  Corporate Documents.  The Administrative Agent shall have\n               -------------------                                      \n     received such documents and certificates as the Administrative Agent or its\n     counsel may reasonably request relating to the organization, existence and\n     good standing of each Loan Party, the authorization of the Transactions and\n     any other legal matters relating to the Loan Parties, the Loan Documents or\n     the Transactions, all in form and substance satisfactory to the\n     Administrative Agent and its counsel.\n\n          (d)  Officer's Certificate.  The Administrative Agent shall have\n               ---------------------                                      \n     received a certificate, dated the Restatement Effective Date and signed by\n     the President, a Vice President or a Financial Officer of GCHL, confirming\n     compliance with the conditions set forth in paragraphs (a) and (b) of\n     Section 4.02.\n\n          (e)  Fees, Etc.  The Administrative Agent shall have received all fees\n               ----------                                                       \n     and other amounts due and payable on or prior to the Restatement Effective\n     Date, including, to the extent invoiced, reimbursement or payment of all\n     out-of-pocket expenses (including fees, charges and disbursements of\n     counsel) required to be reimbursed or paid by any Loan Party hereunder or\n     under any other Loan Document.\n\n          (f)  Collateral and Guarantee Requirement.  The Collateral and\n               -------------------------------------                    \n     Guarantee Requirement shall have been satisfied and the Administrative\n     Agent shall have received (i) a Reaffirmation Agreement, substantially in\n     the form of Exhibit F, executed and delivered by a duly authorized officer\n     of each Loan Party (or such alternative documentation as may be recommended\n     to the Administrative Agent by applicable local counsel to effect\n     substantially the same purposes as the Reaffirmation Agreements), and each\n     other document or instrument reasonably requested by the Administrative\n     Agent in respect of the Security Documents reasonably in advance of the\n     Restatement Effective Date (each of which shall be in full force and\n     effect) and (ii) to the extent not previously delivered to the\n     Administrative Agent, the certificates or other instruments evidencing any\n     Equity Interest held by any Loan Party required to be delivered to the\n     Administrative Agent in pledge in accordance with the Collateral and\n     Guarantee Requirement.\n\n          (g)  Government Approvals.  All requisite material Governmental\n               --------------------                                      \n     Authorities and all material third parties shall have approved or consented\n     to the transactions contemplated hereby to the extent required.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -68-\n\nThe Administrative Agent shall notify the Borrowers and the Lenders of the\nRestatement Effective Date, and such notice shall be conclusive and binding.\nNotwithstanding the foregoing, the amendment and restatement of the Existing\nCredit Agreement contemplated hereby, and the obligations of the Lenders to make\nRevolving Term Loans and Tranche B Term Loans hereunder, shall not become\neffective unless each of the foregoing conditions is satisfied (or waived\npursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on\nSeptember 1, 2000 (and, in the event such conditions are not so satisfied or\nwaived, the amendment and restatement of the Existing Credit Agreement\ncontemplated hereby shall not become effective, and the Existing Credit\nAgreement shall continue in force unmodified as in effect immediately prior to\nthe execution and delivery of this Agreement).\n\n          SECTION 4.02.  Each Credit Event. The obligation of each Lender to\n                         -----------------\nmake a Loan on the occasion of any Borrowing (other than a Borrowing which\nconstitutes the conversion or continuation of a Loan), and of any Issuing Bank\nto issue, amend, renew or extend any Letter of Credit, is subject to receipt of\nthe request therefor in accordance herewith and to the satisfaction of the\nfollowing conditions:\n\n          (a)  The representations and warranties of each Loan Party set forth\n     in the Loan Documents shall be true and correct in all material respects on\n     and as of the date of such Borrowing or the date of issuance, amendment,\n     renewal or extension of such Letter of Credit, as applicable; and\n\n          (b)  At the time of and immediately after giving effect to such\n     Borrowing or the issuance, amendment, renewal or extension of such Letter\n     of Credit, as applicable, no Default shall have occurred and be continuing.\n\nEach Borrowing (other than a Borrowing which constitutes the conversion or\ncontinuation of a Loan) and each issuance, amendment, renewal or extension of a\nLetter of Credit shall be deemed to constitute a representation and warranty by\nLimited and the Borrowers on the date thereof as to the matters specified in\nparagraphs (a) and (b) of this Section.\n\n\n                                   ARTICLE V\n\n                             AFFIRMATIVE COVENANTS\n\n          Until the Commitments have expired or been terminated and the\nprincipal of and interest on each Loan and all fees payable hereunder shall have\nbeen paid in full and all Letters of Credit shall have expired or terminated and\nall LC Disbursements shall have been reimbursed, each of Limited and each\nBorrower covenants and agrees with the Lenders that:\n\n                               Credit Agreement\n                               ----------------                             \n\n \n                                      -69-\n\n          SECTION 5.01.  Financial Statements and Other Information. The\n                         ------------------------------------------\nBorrowers will furnish to the Administrative Agent and each Lender:\n\n          (a)  within 120 days after the end of each fiscal year of Limited, an\n     audited consolidated balance sheet and related statements of operations,\n     stockholders' equity and cash flows as of the end of and for such year for\n     the Restricted Persons, setting forth in each case in comparative form the\n     figures for the previous fiscal year, all reported on by Arthur Andersen &amp; Co. or other independent public accountants of recognized national standing\n     (without a \"going concern\" or like qualification or exception and without\n     any qualification or exception as to the scope of such audit) to the effect\n     that such consolidated financial statements present fairly in all material\n     respects the financial condition and results of operations of the\n     Restricted Persons on a consolidated basis in accordance with GAAP\n     consistently applied;\n\n          (b)  within 60 days after the end of each of the first three fiscal\n     quarters of each fiscal year of Limited, a consolidated balance sheet and\n     related statements of operations and cash flows as of the end of and for\n     such fiscal quarter and the then elapsed portion of the fiscal year for the\n     Restricted Persons, setting forth in each case in comparative form the\n     figures for the corresponding period or periods of (or, in the case of the\n     balance sheet, as of the end of) the previous fiscal year, all certified by\n     one of Limited's Financial Officers as presenting fairly in all material\n     respects the financial condition and results of operations of the\n     Restricted Persons on a consolidated basis in accordance with GAAP\n     consistently applied, subject to normal year-end audit adjustments and the\n     absence of footnotes;\n\n          (c)  concurrently with any delivery of financial statements under\n     paragraph (a) or (b) above, a certificate of a Financial Officer of Limited\n     (i) certifying as to whether a Default has occurred and, if a Default has\n     occurred, specifying the details thereof and any action taken or proposed\n     to be taken with respect thereto, (ii) setting forth reasonably detailed\n     calculations demonstrating compliance with Sections 6.01, 6.04, 6.05, 6.08,\n     6.12 and 6.13, (iii) stating whether any material voluntary change by\n     Limited in the application of GAAP has occurred since the date of Limited's\n     audited financial statements referred to in Section 3.04 and, if any such\n     change has occurred, specifying the effect of such change on the financial\n     statements accompanying such certificate and (iv) specifying the amount of\n     Available Equity Proceeds, if any, applied by any Restricted Person to make\n     investments under Section 6.04(j) or 6.05(l), or to make Restricted\n     Payments pursuant to Section 6.08(a)(v), during the most recently ended\n     fiscal quarter of Limited;\n\n          (d)  concurrently with any delivery of financial statements under\n     paragraph (a) above, a certificate of the accounting firm that reported on\n     such financial statements stating whether they obtained knowledge during\n     the course of their examination of such financial statements of any Default\n     (which certificate may be limited to the extent required by accounting\n     rules or guidelines);\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -70-\n\n          (e)  concurrently with any delivery of financial statements under\n     paragraph (a) or (b) above, a certificate of a Financial Officer of Limited\n     containing an updated Schedule 3.12 as of the last day of the applicable\n     fiscal year or fiscal quarter, as the case may be, of Limited (specifying\n     for each Subsidiary listed therein (i) its full legal name, (ii) its\n     jurisdiction of organization, (iii) whether such Subsidiary is a Restricted\n     Subsidiary or an Unrestricted Subsidiary, (iv) whether such Subsidiary is\n     or is not a Subsidiary Loan Party and (v) whether any Equity Interests in\n     such Subsidiary are required to be pledged as Collateral under the\n     Collateral and Guarantee Requirement, the identity of the Person that is\n     required to pledge such Equity Interests and each Pledge Agreement pursuant\n     to which such Equity Interests are so pledged);\n\n          (f)  promptly after the same become publicly available, copies of all\n     periodic and other reports, proxy statements and other materials filed by\n     Limited, GCHL, GCNA or any Restricted Subsidiary with the Securities and\n     Exchange Commission, or any Governmental Authority succeeding to any or all\n     of the functions of said Commission, or with any national securities\n     exchange, or distributed by Limited to its shareholders generally, as the\n     case may be (except in each case to the extent that such reports, proxy\n     statements or other materials are continuously available on \"EDGAR\", the\n     Electronic Data Gathering, Analysis and Retrieval system of the Securities\n     and Exchange Commission, or \"http:\/\/www.sec.gov\/edgarhp.htm\"); and\n\n          (g)  promptly following any request therefor, such other information\n     regarding the operations, business affairs and financial condition of\n     Limited, GCHL, GCNA or any Restricted Subsidiary, or compliance with the\n     terms of any Loan Document, as the Administrative Agent or any Lender may\n     reasonably request.\n\n          SECTION 5.02.  Notices of Material Events. Limited and each Borrower\n                         --------------------------\nwill furnish to the Administrative Agent and each Lender prompt written notice\nof the following:\n\n          (a)  the occurrence of any Default;\n\n          (b)  the filing or commencement of any action, suit or proceeding by\n     or before any arbitrator or Governmental Authority against or affecting any\n     Restricted Person or any Affiliate thereof that, if adversely determined,\n     could reasonably be expected to result in a Material Adverse Effect;\n\n          (c)  the occurrence of any ERISA Event that, alone or together with\n     any other ERISA Events that have occurred, could reasonably be expected to\n     result in liability of Limited, GCHL, GCNA and the Subsidiaries in an\n     aggregate amount exceeding (i) at any time prior to the Investment Grade\n     Date, $50,000,000 and (ii) at any time on or after the Investment Grade\n     Date, $100,000,000; and\n\n          (d)  any other development that results in, or could reasonably be\n     expected to result in, a Material Adverse Effect.\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -71-\n\nEach notice delivered under this Section shall be accompanied by a statement of\na Financial Officer or other executive officer of Limited setting forth the\ndetails of the event or development requiring such notice and any action taken\nor proposed to be taken with respect thereto.\n\n          SECTION 5.03.  Existence; Conduct of Business. Each of Limited and\n                         ------------------------------\neach Borrower will, and will cause each of the Restricted Persons to, do or\ncause to be done all things necessary to preserve, renew and keep in full force\nand effect its legal existence and the rights, licenses, permits, privileges,\nfranchises, patents, copyrights, trademarks and trade names material to the\nconduct of its business; provided that the foregoing shall not prohibit any\n                         --------\nmerger, consolidation, liquidation or dissolution permitted under Section 6.03.\n\n          SECTION 5.04.  Payment of Obligations. Each of Limited and each\n                         ----------------------\nBorrower will, and will cause each of the Restricted Persons to, pay its\nmaterial Indebtedness and other material obligations, including material Tax\nliabilities, before the same shall become delinquent or in default, except where\n(a) the validity or amount thereof is being contested in good faith by\nappropriate proceedings, (b) Limited, GCHL and GCNA or such Subsidiary has set\naside on its books adequate reserves with respect thereto in accordance with\nGAAP, and (c) the failure to make payment pending such contest could not\nreasonably be expected to result in a Material Adverse Effect.\n\n          SECTION 5.05.  Maintenance of Properties. Each of Limited and each\n                         -------------------------\nBorrower will, and will cause each of the Restricted Persons to, keep and\nmaintain all property material to the conduct of its business in good working\norder and condition, ordinary wear and tear excepted.\n\n          SECTION 5.06.  Insurance. Each of Limited and each Borrower will, and\n                         ---------\nwill cause each of the Restricted Persons to, maintain, with financially sound\nand reputable insurance companies insurance in such amounts (with no greater\nrisk retention) and against such risks as are customarily maintained by\ncompanies of established repute engaged in the same or similar businesses\noperating in the same or similar locations. Limited, GCHL and GCNA will furnish\nto the Lenders, upon request of the Administrative Agent, information in\nreasonable detail as to the insurance so maintained.\n\n          SECTION 5.07.  Books and Records; Inspection and Audit Rights. Each of\n                         ----------------------------------------------\nLimited and each Borrower will, and will cause each of its Restricted\nSubsidiaries to, keep proper books of record and account in which full, true and\ncorrect entries are made of all dealings and transactions in relation to its\nbusiness and activities. Each of Limited, GCHL and GCNA will, and will cause\neach of its Restricted Subsidiaries to, permit any representatives designated by\nthe Administrative Agent or any Lender, upon reasonable prior notice, to visit\nand inspect its properties, to examine and make extracts from its books and\nrecords, and to discuss its affairs, finances and condition with its officers\nand independent accountants, all at such reasonable times and as often as\nreasonably requested.\n\n          SECTION 5.08.  Compliance with Laws. Each of Limited and each Borrower\n                         --------------------\nwill, and will cause each of its Subsidiaries to, comply with all laws, rules,\nregulations and orders\n\n                               Credit Agreement\n                               ---------------- \n\n \n                                      -72-\n\nof any Governmental Authority applicable to it or its property, except where the\nfailure to do so, individually or in the aggregate, could not reasonably be\nexpected to result in a Material Adverse Effect.\n\n          SECTION 5.09.  Use of Proceeds and Letters of Credit. The proceeds of\n                         -------------------------------------\nthe Term Loans, the Revolving Loans and Swingline Loans and the issuance of\nLetters of Credit will be used to fund the working capital needs of, and for the\ngeneral corporate purposes of, the Restricted Persons, and the proceeds of\nIncremental Loans may be used to fund the working capital needs of, and for the\ngeneral corporate purposes of, the Restricted Persons, in each case consistent\nwith the requirements of all documentation evidencing or governing the Existing\nNotes and any Material Indebtedness. In addition, up to $500,000,000 in the\naggregate of the proceeds of Term Loans and Revolving Loans may be used to\npurchase common stock of Limited as part of a stock buyback program.\n\n          No part of the proceeds of any Loan will be used, whether directly or\nindirectly (i) for any purpose that entails a violation of any of the\nRegulations of the Board, including Regulations U and X, and the Borrowers will\nprovide the Administrative Agent with a Form U-1 if at any time more than 25% of\nthe Collateral and the assets subject to the limitations of Section 6.02(a) or\n6.05 consists of \"margin stock\", as defined in Regulation U of the Board as from\ntime to time in effect or (ii) to finance any acquisition of Equity Interests\nfor the purpose of obtaining Control of any publicly held Person that has not at\nthe time of the first public announcement of an offer relating thereto been\napproved by the board of directors of the Person to be acquired.\n\n          SECTION 5.10.  Additional Subsidiaries. If any additional Restricted\n                         -----------------------\nSubsidiary is formed or acquired after the Restatement Effective Date or if any\nUnrestricted Subsidiary is designated as a Restricted Subsidiary, Limited, GCHL\nor GCNA, as applicable, will, within 15 Business Days after the aggregate amount\nof the investment by the Restricted Persons in, or the fair market value of, any\nRestricted Subsidiary so formed or acquired or so designated is $10,000,000 or\nmore, notify the Administrative Agent and the Lenders thereof and cause the\nCollateral and Guarantee Requirement to be satisfied with respect to such\nRestricted Subsidiary and with respect to any Equity Interest in such Restricted\nSubsidiary owned by or on behalf of any Loan Party (a) within 30 days for any\nnon-regulated U.S. Subsidiary, (b) within 60 days for any non-regulated, non-\nU.S. Subsidiary and (c) provided that all filings and actions within the control\nof the Restricted Persons in connection therewith are completed within 30 days,\nwithin 90 days for any regulated Subsidiary.\n\n          SECTION 5.11.  Further Assurances. Each of Limited, GCHL and GCNA\n                         ------------------\nwill, and will cause each Subsidiary Loan Party to, execute any and all further\ndocuments, financing statements, agreements and instruments, and take all such\nfurther actions (including the filing and recording of financing statements,\nregistrations and other documents), which may be required under any applicable\nlaw, or which the Administrative Agent or the Required Lenders may reasonably\nrequest, to cause the Collateral and Guarantee Requirement to be and remain\nsatisfied, all at the expense of the Loan Parties. Limited, GCHL and GCNA also\nagree to\n\n                               Credit Agreement\n                               ----------------  \n\n \n                                      -73-\n\nprovide to the Administrative Agent, from time to time upon request, evidence\nreasonably satisfactory to the Administrative Agent as to the perfection and\npriority of the Liens created or intended to be created by the Security\nDocuments.\n\n                                  ARTICLE VI\n\n                              NEGATIVE COVENANTS\n\n          Until the Commitments have expired or terminated and the principal of\nand interest on each Loan and all fees payable hereunder have been paid in full\nand all Letters of Credit have expired or terminated and all LC Disbursements\nshall have been reimbursed, each of Limited and each Borrower covenants and\nagrees with the Lenders that:\n\n          SECTION 6.01.  Indebtedness; Certain Equity Securities.\n                         ---------------------------------------\n\n          (a)  Indebtedness Generally.  At any time prior to the Investment\n               ----------------------                                      \nGrade Date, no Restricted Person will create, incur, assume or permit to exist\nany Indebtedness, except (subject in each case to Section 6.01(b)):\n\n          (i)  Indebtedness created under the Loan Documents and Indebtedness of\n     any Restricted Subsidiary which is supported by a Letter of Credit having a\n     stated amount that is not less than 100% of the principal amount of such\n     Indebtedness;\n\n          (ii)  in the case of GCHL, the Senior Notes and the Exchange Notes;\n     and any Indebtedness that is used to refinance any of the Senior Notes or\n     Exchange Notes that is incurred in accordance with the requirements of\n     Section 6.01(a)(xii);\n\n          (iii)  Indebtedness (\"Existing Indebtedness\") existing on the\n                                ---------------------                  \n     Restatement Effective Date and set forth in Schedule 6.01; and any\n     Indebtedness of Limited, GCHL, GCNA or the Restricted Person obligated in\n     respect of such Existing Indebtedness that (x) is used to refinance such\n     Existing Indebtedness, (y) does not increase the outstanding principal\n     amount thereof (except to the extent of any interest accrued thereon and\n     any fees or expenses payable in connection therewith) or result in an\n     earlier maturity date or decreased weighted average life thereof and (z) is\n     not secured by any assets in addition to those by which such Existing\n     Indebtedness was secured immediately prior to such refinancing, provided\n                                                                     --------\n     that any such Indebtedness that refinances the IPC Notes shall be incurred\n     by Limited, GCHL and\/or GCNA (and not by any other Restricted Person);\n\n          (iv) Indebtedness of any Restricted Person to any other Restricted\n     Person or any  Subsidiary;\n\n          (v)  Guarantees by any Restricted Person of Indebtedness of any other\n     Restricted Person; provided that (A) no Restricted Subsidiary (other than\n                        --------                                              \n     GCNA at any time that GCNA has pledged the Equity Interests in its direct\n     subsidiaries pursuant to a Pledge \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -74-\n\n     Agreement to secure the Obligations) may Guarantee the Senior Notes, the\n     Exchange Notes or any other Existing Notes and (B) the aggregate amount of\n     Indebtedness Guaranteed by Restricted Subsidiaries that are not Loan\n     Parties, other than Guarantees of Indebtedness created under the Loan\n     Documents, shall not, when taken together with all other amounts referred\n     to in Section 6.01(b), exceed the applicable limit set forth in Section\n     6.01(b)(C);\n\n          (vi)   Indebtedness of any Restricted Person under any Permitted\n     Securitization;\n\n          (vii)  Indebtedness of any other Person that becomes a Restricted\n     Subsidiary after the Restatement Effective Date; provided that (A) such\n                                                      --------              \n     Indebtedness exists at the time such Person becomes a Restricted Subsidiary\n     and is not created in contemplation of or in connection with such Person\n     becoming a Restricted Subsidiary and (B) after giving effect to the\n     acquisition of such Restricted Subsidiary, the Restricted Persons will be\n     in compliance with the covenants contained in Sections 6.12 and 6.13\n     computed on a Pro Forma Basis as at the last day of the most recently ended\n     fiscal quarter of Limited for which financial statements are available; and\n     any unsecured Indebtedness of Limited, GCHL or GCNA used to refinance such\n     Indebtedness that does not increase the outstanding principal amount\n     thereof (except to the extent of any interest accrued thereon and any fees\n     or expenses payable in connection therewith) or result in an earlier\n     maturity date or decreased weighted average life thereof;\n\n          (viii) Purchase Money Indebtedness of such of Marine and its\n     subsidiaries as are Restricted Persons, in an aggregate principal amount at\n     any time outstanding that, when taken together with the aggregate\n     outstanding amount of leases under Section 6.06 entered into in reliance on\n     this paragraph (viii) (computed as set forth in Section 6.06), shall not\n     exceed $300,000,000;\n\n          (ix)   Purchase Money Indebtedness of any Restricted Person (other\n     than Purchase Money Indebtedness described in Section 6.01(a)(viii)) at any\n     time outstanding in an aggregate principal amount that, when taken together\n     with the aggregate outstanding amount of leases under Section 6.06 entered\n     into in reliance on this paragraph (ix) (computed as set forth in Section\n     6.06), shall not exceed $500,000,000;\n\n          (x)   Guarantees permitted by Section 6.04(c);\n\n          (xi)  Indebtedness in respect of trade letters of credit incurred in\n     the ordinary course of business and Indebtedness in respect of other\n     letters of credit or letters of guaranty incurred in the ordinary course of\n     business that support only obligations that do not constitute Indebtedness;\n\n          (xii) Indebtedness of any Loan Party having no amortization prior to,\n     and a maturity date no sooner than, the date that is 91 days after the\n     maturity date of the latest maturing Loan outstanding at the time such\n     Indebtedness is incurred; provided that (A) no Default shall have occurred\n                               --------                                        \n     and be continuing or would result from the incurrence \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -75-\n\n     of such Indebtedness and (B) after giving effect to the incurrence of such\n     Indebtedness and any material acquisition of any on-going business made\n     with the proceeds thereof, the Restricted Persons shall be in compliance\n     with the covenants contained in Sections 6.12 and 6.13 computed on a Pro\n     Forma Basis as at the last day of the most recently ended fiscal quarter of\n     Limited for which financial statements are available; and\n\n          (xiii) other Indebtedness in an aggregate principal amount at any time\n     outstanding not exceeding 5% of Net Tangible Assets as of the last day of\n     the most recently ended fiscal quarter for which financial statements are\n     then available; provided that (A) no Default shall have occurred and be\n                     --------                                               \n     continuing or would result from the incurrence of such Indebtedness and (B)\n     after giving effect to the incurrence of such Indebtedness and any material\n     acquisition of any on-going business made with the proceeds thereof, the\n     Restricted Persons shall be in compliance with the covenants contained in\n     Sections 6.12 and 6.13 computed on a Pro Forma Basis as at the last day of\n     the most recently ended fiscal quarter of Limited for which financial\n     statements are available.\n\n          (b)  Certain Special Limitations on Indebtedness.  Notwithstanding\n               -------------------------------------------                  \nanything contained in Section 6.01(a), no Restricted Person will at any time,\ncreate, incur, assume or permit to exist any (i) Purchase Money Indebtedness,\n(ii) Indebtedness secured by any Lien on any asset of any Restricted Person or\nthat constitutes a Capital Lease Obligation, (iii) if at such time IPC is a\nRestricted Subsidiary and has not executed a Guarantee (or has executed a\nGuarantee that is limited as specified in the proviso in paragraph (iv) of the\nCollateral and Guarantee Requirement), Indebtedness of IPC or any of its\nSubsidiaries or (iv) Indebtedness of any Restricted Person that is not a Loan\nParty, except:\n\n          (A)  Indebtedness described in paragraphs (i), (iii), (iv), (vi),\n     (vii) and (xi) of Section 6.01(a);\n\n          (B)  Indebtedness described in paragraphs (viii) and (ix) of Section\n     6.01(a), in amounts not to exceed at any time the respective limits set\n     forth in said paragraph (viii) and (ix); and\n\n          (C)  other such Indebtedness that, when taken together with the\n     aggregate outstanding amount of leases under Section 6.06 entered into in\n     reliance on this subclause (C) (computed as set forth in Section 6.06),\n     shall not exceed (i) at any time prior to the Investment Grade Date,\n     $50,000,000, and (2) at any time on or after the Investment Grade Date,\n     $100,000,000.\n\n          (c)  Equity Securities.  No Restricted Person will issue any\n               -----------------                                      \nDisqualified Stock unless after giving effect to the issuance thereof and any\nmaterial acquisition of any on-going business made with the proceeds thereof the\nRestricted Persons will be in compliance with the covenants contained in\nSections 6.12 and 6.13 computed on a Pro Forma Basis as at the last day of the\nmost recently ended fiscal quarter of Limited for which financial statements are\navailable.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -76-\n\n          SECTION 6.02.  Liens.\n                         -----\n\n          (a)  Liens Generally.  No Restricted Person will create, incur, assume\n               ---------------                                                  \nor permit to exist any Lien on any property or asset now owned or hereafter\nacquired by it, or (except as expressly permitted by Section 6.05) assign or\nsell any income or revenues (including accounts receivable) or rights in respect\nof any thereof, except:\n\n          (i)  Liens created under the Loan Documents;\n\n          (ii)  Permitted Encumbrances;\n\n          (iii)  any Lien on any property or asset of any Restricted Person\n     existing on the Restatement Effective Date and set forth in Schedule 6.02;\n     provided that (i) such Lien shall not apply to any other property or asset\n     --------                                                                  \n     of any Restricted Person and (ii) such Lien shall secure only those\n     obligations which it secures on the Restatement Effective Date and\n     extensions, renewals, refinancings and replacements thereof that do not\n     increase the outstanding principal amount thereof (except to the extent of\n     any interest accrued thereon and any fees or expenses payable in connection\n     therewith);\n\n          (iv)  any Lien existing on any property or asset prior to the\n     acquisition thereof by any Restricted Person or existing on any property or\n     asset of any Person that becomes a Subsidiary after the Restatement\n     Effective Date prior to the time such Person becomes a Subsidiary; provided\n                                                                        --------\n     that (A) such Lien is not created in contemplation of or in connection with\n     such acquisition or such Person becoming a Subsidiary, as the case may be,\n     (B) such Lien shall not apply to any other property or assets of any\n     Restricted Person and (C) such Lien shall secure only those obligations\n     which it secures on the date of such acquisition or the date such Person\n     becomes a Subsidiary, as the case may be, and extensions, renewals,\n     refinancings and replacements thereof that do not increase the outstanding\n     principal amount thereof (except to the extent of any interest accrued\n     thereon and any fees or expenses payable in connection therewith);\n\n          (v)  Liens on fixed or capital assets acquired, constructed or\n     improved by any Restricted Person; provided that (1) such security\n                                        --------                       \n     interests secure Indebtedness permitted by Section 6.01(a)(viii),\n     6.01(a)(ix) or 6.01(b)(C), (2) such security interests and the Indebtedness\n     secured thereby are incurred prior to or within 90 days after such\n     acquisition or the completion of such construction or improvement, (3) the\n     Indebtedness secured thereby does not exceed 100% of the cost of acquiring,\n     constructing or improving such fixed or capital assets and (4) such\n     security interests shall not apply to any other property or assets of any\n     Restricted Person;\n\n          (vi)  Liens in favor of the holders of Defeased Obligations securing\n     such Defeased Obligations;\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -77-\n\n          (vii)  the sale of accounts receivable pursuant to a Permitted\n     Securitization, customary Liens on the purchased property thereunder and\n     Liens resulting from the characterization of such sale as secured\n     Indebtedness;\n\n          (viii)  Liens on Equity Interests in Unrestricted Subsidiaries;\n     provided that such Liens do not secure any obligations of any Restricted\n     --------                                                                \n     Person;\n\n          (ix)  other Liens securing Indebtedness permitted by Section\n     6.01(b)(C); and\n\n          (x)  other Liens incurred in the ordinary course of business of any\n     Restricted Person with respect to obligations that in the aggregate for all\n     such obligations do not exceed $5,000,000 at any time outstanding.\n\n          (b)  GlobalCenter Liens.  Notwithstanding any other provision of this\n               ------------------                                              \nAgreement, for so long as GlobalCenter is a Subsidiary, no Restricted Person\nwill, nor will it permit any of its subsidiaries to, create, incur, assume or\npermit to exist any Lien on (i) any Equity Interest in GlobalCenter or (ii) any\nEquity Interest in any Unrestricted Subsidiary that owns (directly or\nindirectly) any Equity Interest in GlobalCenter, except for any Liens created\nunder the Loan Documents and Permitted Encumbrances.\n\n          SECTION 6.03.  Fundamental Changes.\n                         -------------------\n\n          (a)  Mergers and Consolidations; Sales of Assets.  No Restricted\n               -------------------------------------------                \nPerson will merge into or consolidate with any other Person, or permit any other\nPerson to merge into or consolidate with it, or sell, transfer or otherwise\ndispose of all or substantially all its assets, or liquidate or dissolve, except\nthat, if such transaction would not otherwise violate Section 6.04:\n\n          (i)  so long as no direct or indirect parent of GCHL has merged with\n     and into or dissolved into a Person, or has otherwise become a Person,\n     organized under the laws of the United States or any State thereof or the\n     District of Columbia, GCHL may either merge with and into or dissolve into\n     a corporation organized under the laws of the United States or any State\n     thereof or the District of Columbia and having no assets or liabilities\n     (other than de minimis assets and liabilities consistent with its not\n                 -- -------                                               \n     having conducted any business prior to such merger or dissolution), or\n     reincorporate in a transaction effected in a manner satisfactory to the\n     Administrative Agent in which it becomes incorporated under the laws of the\n     United States or any State thereof or the District of Columbia or another\n     jurisdiction approved by the Administrative Agent, provided that\n                                                        --------     \n\n               (1)  the Lenders shall not as a result of any such transaction\n          lose the benefit of any Guarantee by, or any pledge of Equity\n          Interests in, any Subsidiary, and the tax consequences of such\n          transaction, when taken as a whole, shall not be adverse to the\n          Lenders or to Limited, and GCHL shall have confirmed each of the\n          foregoing to the Administrative Agent to its reasonable satisfaction,\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -78-\n\n               (2)  any surviving corporation in a merger with GCHL (I) shall be\n          domiciled in Bermuda or the United States, (II) shall have ratified\n          and affirmed to the reasonable satisfaction of the Administrative\n          Agent the obligations of GCHL (to the extent required under the last\n          sentence of Section 1.05), as Guarantor and Pledgor under the Loan\n          Documents, (III) shall have delivered all such documents and taken all\n          such actions as the Administrative Agent shall request to evidence and\n          confirm such obligations, (IV) shall have no further ability to borrow\n          Loans or to obtain the issuance of Letters of Credit hereunder and (V)\n          shall not have outstanding any secured Indebtedness that is not within\n          the limits set forth in Section 6.01(b) and\n\n               (3)  Limited shall maintain its jurisdiction of organization (and\n          that of any direct or indirect parent of GCHL) in Bermuda;\n\n        (ii) so long as GCHL has not completed a transaction under Section\n     6.03(a)(i), Limited may merge with and into or dissolve into a corporation\n     organized under the laws of the United States or any State thereof or the\n     District of Columbia and having no assets or liabilities (other than de\n                                                                          --\n     minimis assets and liabilities consistent with its not having conducted any\n     -------                                                                    \n     business prior to such merger or dissolution) or reincorporate in a\n     transaction effected in a manner satisfactory to the Administrative Agent\n     in which it becomes incorporated under the laws of the United States or any\n     State thereof or the District of Columbia or another jurisdiction approved\n     by the Administrative Agent, provided that\n                                  --------     \n\n               (1)  any surviving corporation in a merger with Limited (I) shall\n          be domiciled in Bermuda or the United States, (II) shall have ratified\n          and affirmed to the satisfaction of the Administrative Agent the\n          obligations of Limited as Guarantor and Pledgor under the Loan\n          Documents and (III) shall have delivered all such documents and taken\n          all such actions as the Administrative Agent shall request to evidence\n          and confirm such obligations,\n\n               (2)  in the event that prior to any such transaction, GCNA shall\n          have sold any of the LECs, then upon the consummation of such\n          transaction, unless the relevant Supermajority Lenders shall have\n          consented otherwise, GCNA shall have no further ability to borrow\n          Loans or to obtain the issuance of Letters of Credit hereunder, and\n\n               (3)  in the event that prior to any such transaction, GCNA shall\n          not have sold any of the LECs, then upon any subsequent sale of any of\n          the LECs, unless the relevant Supermajority Lenders shall consent\n          otherwise, GCNA shall have no further ability to borrow Loans or to\n          obtain the issuance of Letters of Credit hereunder;\n\n          (iii) (A) any Person may merge into GCHL or GCNA in a transaction\n     (other than a transaction described in Section 6.03(a)(i) or 6.03(a)(ii))\n     in which GCHL or GCNA, as \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -79-\n\n     applicable, is the surviving corporation, (B) any Person (other than\n     Limited, GCHL or GCNA) may merge with any Restricted Subsidiary in a\n     transaction in which the surviving entity is a Restricted Subsidiary and\n     (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary\n     Loan Party and (C) any Restricted Subsidiary (other than a Subsidiary Loan\n     Party) may liquidate or dissolve if Limited determines in good faith that\n     such liquidation or dissolution is in the best interests of the Restricted\n     Persons and is not materially disadvantageous to the Lenders, provided in\n                                                                   --------\n     each case that at the time thereof and immediately after giving effect\n     thereto no Default shall have occurred and be continuing; and\n\n          (iv) any Restricted Subsidiary may merge into any other Person\n     pursuant to a sale or other disposition of the Equity Interests or assets\n     of such Restricted Subsidiary in a transaction expressly permitted by the\n     terms of Section 6.05.\n\n          (b)  Changes in Lines of Business.  Prior to the Investment Grade\n               ----------------------------                                \nDate, no Restricted Person will engage to any material extent in any business\nother than businesses of the type conducted by the Restricted Persons on the\nRestatement Effective Date and businesses reasonably related, ancillary or\ncomplementary thereto.\n\n          SECTION 6.04.  Investments, Loans, Advances, Guarantees and\n                         --------------------------------------------\nAcquisitions.  Prior to the Investment Grade Date, no Restricted Person will\n------------\npurchase, hold or acquire (including pursuant to any merger with any Person that\nwas not a wholly owned Restricted Subsidiary prior to such merger) any Equity\nInterests in or evidences of indebtedness or other securities (including any\noption, warrant or other right to acquire any of the foregoing) of, make or\npermit to exist any loans or advances to, Guarantee any obligations of, or make\nor permit to exist any investment or any other interest in, any other Person, or\npurchase or otherwise acquire (in one transaction or a series of transactions)\nany assets of any other Person constituting a business unit, except:\n\n          (a)  Permitted Investments;\n\n          (b)  investments existing on the Restatement Effective Date and set\n     forth in Part A of Schedule 6.04;\n\n          (c)  investments by the Restricted Persons in Equity Interests in\n     their respective Subsidiaries; provided that: (i) the Collateral and\n                                    --------                             \n     Guarantee Requirement shall have been satisfied with respect to such\n     Restricted Subsidiaries and Equity Interests; and (ii) all investments made\n     or interests acquired after the Restatement Effective Date by Restricted\n     Persons in, and loans and advances by Restricted Persons to, and Guarantees\n     by Restricted Persons of Indebtedness of, Unrestricted Subsidiaries shall\n     have been permitted by Section 6.05(c), (j), (k) or (l) when made or\n     acquired;\n\n          (d)  loans or advances made by any Restricted Person to any other\n     Restricted Person;\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -80-\n\n          (e)  Guarantees constituting Indebtedness permitted by Section 6.01\n     and Guarantees of commercial obligations (not constituting Indebtedness) of\n     Restricted Persons incurred in the ordinary course of business; provided\n                                                                     --------\n     that the aggregate principal amount of Indebtedness of Unrestricted\n     Subsidiaries that is Guaranteed by any Restricted Person shall be subject\n     to the limitations set forth in Section 6.05(c);\n\n          (f)  investments received in connection with the bankruptcy or\n     reorganization of, or settlement of delinquent accounts and disputes with,\n     customers and suppliers, in each case in the ordinary course of business;\n\n          (g)  Permitted Acquisitions and investments specified in the last\n     paragraph of Section 1.03;\n\n          (h)  any transaction permitted by Section 6.03 without reliance on\n     this paragraph (h);\n\n          (i)  any other investments in, advances or loans to, or Guarantees of\n     Indebtedness of, any Person or acquisitions of all or substantially all the\n     assets of a Person or division or line of business of a Person (in each\n     case, other than an Unrestricted Subsidiary) made after the Restatement\n     Effective Date, provided that the aggregate amount of transactions made in\n                     --------                                                  \n     reliance on this paragraph (i) outstanding as of any date (for purposes of\n     this paragraph (i), the \"current date\") shall not exceed the sum of:\n                              ------------                               \n\n                 (x) 20% of Net Tangible Assets as of the current date (A) as\n          reflected in the consolidated balance sheet of Limited as of the last\n          day of the most recently ended fiscal quarter of Limited for which\n          financial statements are available or (B) if during the period from\n          but excluding the last day of such fiscal quarter to and including the\n          current date there shall have occurred any of the following\n          transactions for an amount (for any such transaction) in excess of\n          $1,000,000,000: any transaction consummated pursuant to this paragraph\n          (i), any acquisition or disposition of assets, any repayment or\n          incurrence of Indebtedness, any issuance of preferred stock, any\n          designation of a Restricted Subsidiary as an Unrestricted Subsidiary\n          or any designation of an Unrestricted Subsidiary as a Restricted\n          Subsidiary, as reflected in a consolidated balance sheet of Limited as\n          of the last day of the most recently ended calendar month (or, if this\n          clause (B) is applicable and such monthly balance sheet is not\n          available, as reflected in calculations in reasonable detail in a\n          certificate of a Financial Officer of Limited referring to (and\n          attaching) the balance sheet specified in the foregoing clause (A) and\n          giving effect to any material changes in such balance sheet that\n          occurred since the last day of the applicable fiscal quarter,\n          including without limitation any transaction consummated pursuant to\n          this paragraph (i), any material acquisition or disposition of assets,\n          any repayment or incurrence of Indebtedness, any issuance of preferred\n          stock, any designation of a Restricted Subsidiary as an Unrestricted\n          Subsidiary and any designation of an Unrestricted Subsidiary as a\n          Restricted \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -81-\n\n          Subsidiary), such monthly balance sheet (or, if applicable, such\n          certificate) to be delivered to the Administrative Agent concurrently\n          with the consummation of any transaction pursuant to this paragraph\n          (i) at a time when the circumstances described in the foregoing clause\n          (B) are applicable, plus\n                              ----\n\n                 (y) the aggregate amount by which the Net Proceeds of all sales\n          and dispositions by Restricted Persons after the Restatement Effective\n          Date of investments originally made pursuant to this paragraph (i)\n          exceeds the aggregate original amount of such investments, plus\n                                                                     ----\n\n                 (z) the aggregate amount of the Net Proceeds of all sales and\n          dispositions by Restricted Persons after the Restatement Effective\n          Date of investments specified on Part A of Schedule 6.04,\n\n     provided that if any such investment, advance, loan, Guarantee or\n     --------                                                         \n     acquisition is in an amount in excess of $20,000,000, the Borrowers shall,\n     concurrently with the making of such investment, advance, loan, Guarantee\n     or acquisition, deliver to the Administrative Agent a certificate of a\n     Financial Officer of Limited setting forth reasonably detailed calculations\n     demonstrating compliance with this paragraph (i);\n\n          (j)  any investment made with Equity Interests in Limited (other than\n     Disqualified Stock) or Available Equity Proceeds;\n\n          (k)  title retention, installment sale, deferred purchase price or\n     other customary financing arrangements entered into in the ordinary course\n     of business with customers purchasing capacity and dark fiber; and\n\n          (l)  investments by the Restricted Persons contemplated as of the\n     Restatement Effective Date and set forth in Part B of Schedule 6.04, in the\n     individual and aggregate amounts (as applicable) not to exceed the\n     respective amounts specified in Part B of Schedule 6.04.\n\n          It is understood and agreed that Section 6.05 governs investments in\nand acquisitions and designations of Unrestricted Subsidiaries and that no\nprovision of this Section 6.04 (other than paragraph (l) above) shall be deemed\nto permit any such investment, acquisition or designation not expressly\npermitted by Section 6.05 or to prohibit any such investment, acquisition or\ndesignation expressly permitted by Section 6.05.\n\n          SECTION 6.05.  Asset Sales and Designations of and Investments in\n                         --------------------------------------------------\nUnrestricted Subsidiaries.  No Restricted Person will sell, transfer, lease or\n-------------------------\notherwise dispose of any asset, including any Equity Interest owned by it, nor\nwill any Restricted Person issue any additional Equity Interest (other than\nEquity Interests in Limited), or designate any Restricted Subsidiary as an\nUnrestricted Subsidiary or make any investment or acquire any interest in, make\nany loan or advance to, or Guarantee any obligation of, any Unrestricted\nSubsidiary, except:\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -82-\n\n         (a) sales, leases, transfers or other dispositions of inventory,\n     capacity, dark fiber, used or surplus equipment or equipment being replaced\n     with new technology and Permitted Investments in the ordinary course of\n     business (including bulk dispositions of capacity and disposition of\n     capacity and\/or dark fiber in exchange for non-cash consideration\n     (including capacity on other systems));\n\n         (b) sales, leases, transfers or other dispositions to a Restricted\n     Person; provided that any such sales, transfers or dispositions involving a\n             --------                                                           \n     Subsidiary that is not a Loan Party shall be made in compliance with\n     Section 6.09 (without reliance on Section 6.09(d));\n\n         (c) sales, leases, transfers or other dispositions of assets of\n     Restricted Persons (including sales of Equity Interests in Restricted\n     Subsidiaries to Persons that are not Restricted Persons), designations of\n     Restricted Subsidiaries (other than Restricted Subsidiaries described in\n     clauses (a), (b), (c) or (d) of the definition of such term) as\n     Unrestricted Subsidiaries and investments in, loans and advances to, and\n     Guarantees of Indebtedness of, Unrestricted Subsidiaries that are not\n     permitted by any other paragraph of this Section; provided that\n                                                       --------     \n\n               (i)  the sum of\n\n                       (A) the aggregate fair market value of all assets sold,\n               transferred or otherwise disposed of in reliance upon this\n               paragraph (c) (including the value of Equity Interests in\n               Restricted Subsidiaries sold to Persons that are not Restricted\n               Persons), plus\n                         ----\n\n                       (B) the fair market value of all Restricted Subsidiaries\n               designated as Unrestricted Subsidiaries during the term of this\n               Agreement in reliance upon this paragraph (c), plus\n                                                              ----\n\n                       (C) the fair market value of all investments made by the\n               Restricted Persons in, and loans and advances by Restricted\n               Persons to, and Guarantees by Restricted Persons of Indebtedness\n               of, Unrestricted Subsidiaries after the Restatement Effective\n               Date in reliance upon this paragraph (c) (but only to the extent,\n               in the case of such loans, advances and Guarantees, that the same\n               are outstanding on the date of such computation), plus\n                                                                 ----\n\n                       (D) the aggregate amount of transactions under Section\n               6.05(k) made in reliance on this paragraph (c),\n\n          shall not exceed in the aggregate as of any date (for purposes of this\n          paragraph (c), the \"current date\") during the term of this Agreement\n                              ------------                                    \n          15% of consolidated total assets of the Restricted Persons (x) as\n          reflected in the consolidated balance sheet of Limited as of the last\n          day of the most recently ended \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -83-\n\n          fiscal quarter of Limited for which financial statements are available\n          or (y) if during the period from but excluding the last day of such\n          fiscal quarter to and including the current date there shall have\n          occurred any of the following transactions for an amount (for any such\n          transaction) in excess of $1,000,000,000: any transaction consummated\n          pursuant to this paragraph (c), any acquisition or disposition of\n          assets, any repayment or incurrence of Indebtedness, any issuance of\n          preferred stock, any designation of a Restricted Subsidiary as an\n          Unrestricted Subsidiary or any designation of an Unrestricted\n          Subsidiary as a Restricted Subsidiary, as reflected in a consolidated\n          balance sheet of Limited as of the last day of the most recently ended\n          calendar month (or, if such an acquisition or disposition shall have\n          occurred and such monthly balance sheet is not available, as reflected\n          in calculations in reasonable detail in a certificate of a Financial\n          Officer of Limited referring to (and attaching) the quarterly balance\n          sheet referred to above and giving effect to any material changes in\n          such balance sheet that occurred since the last day of the applicable\n          fiscal quarter, including without limitation any transaction\n          consummated pursuant to this paragraph (c), any material acquisition\n          or disposition of assets, any repayment or incurrence of Indebtedness,\n          any issuance of preferred stock, any designation of a Restricted\n          Subsidiary as an Unrestricted Subsidiary and any designation of an\n          Unrestricted Subsidiary as a Restricted Subsidiary), such monthly\n          balance sheet (or, if applicable, such certificate) to be delivered to\n          the Administrative Agent concurrently with the consummation of any\n          transaction pursuant to this paragraph (c) at a time when the\n          circumstances described in the foregoing clause (y) are applicable\n          (provided that if any transaction referred to in this paragraph (c) is\n           --------                        \n          in an amount in excess of $20,000,000, the Borrowers shall,\n          concurrently with the consummation of such transaction, deliver to the\n          Administrative Agent a certificate of a Financial Officer of Limited\n          setting forth reasonably detailed calculations demonstrating\n          compliance herewith), and\n\n                 (ii)  the Restricted Persons will be in compliance with the\n          covenants contained in Sections 6.12 and 6.13 computed on a Pro Forma\n          Basis as at the last day of the most recently ended fiscal quarter of\n          Limited for which financial statements are available;\n\n          (d) designations of (i) Restricted Subsidiaries described in clauses\n     (b), (c) or (d) of the definition of such term (excluding GCNA) as\n     Unrestricted Subsidiaries (provided that the prior consent of the relevant\n                                --------                                       \n     Supermajority Lenders shall have been obtained) and (ii) GCHL or GCNA as\n     Unrestricted Subsidiaries (provided that the prior consent of each Lender\n                                --------                                      \n     shall have been obtained);\n\n          (e) sales, transfers and dispositions of (i) any Equity Interests in\n     any Unrestricted Subsidiary, (ii) any loans or advances to any Unrestricted\n     Subsidiary, (iii) any other investments in any Unrestricted Subsidiary and\n     (iv) any assets specified in the last paragraph of Section 1.03;\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -84-\n\n          (f)  sale and leaseback transactions permitted under Section 6.06;\n\n          (g)  sales of accounts receivable under any Permitted Securitization;\n\n          (h)  issuances of additional Equity Interests of Restricted\n     Subsidiaries to Restricted Persons, provided that any such issuance of\n                                         --------                          \n     Disqualified Stock shall comply with Section 6.01(c);\n\n          (i)  sales, transfers and dispositions of Equity Interests and other\n     assets of Restricted Subsidiaries to the extent that such sales, transfers\n     and dispositions constitute investments permitted by Section 6.04(i);\n\n          (j)  sales, leases, transfers or other dispositions of Equity\n     Interests in or assets of, or designations as Unrestricted Subsidiaries of,\n     Marine or any of its subsidiaries or any of the LECs (the \"Subject\n                                                                -------\n     Subsidiaries\"), provided that the Restricted Persons shall be in compliance\n     ------------    --------                                                   \n     with the covenants contained in Sections 6.12 and 6.13 computed on a Pro\n     Forma Basis as at the last day of the most recently ended fiscal quarter of\n     Limited for which financial statements are available, provided that in the\n                                                           --------            \n     case of the sale, lease, transfer or other disposition of any Equity\n     Interest in or assets of any of the LECs, or the designation of any of the\n     LECs as an Unrestricted Subsidiary, the foregoing pro forma requirement for\n                                                       --- -----                \n     compliance with Section 6.12 shall be deemed to be 2.00 rather than 2.25 or\n     2.50, as applicable;\n\n          (k)  sales, leases, transfers or other dispositions of Equity\n     Interests in or any assets of, or designations as Unrestricted Subsidiaries\n     of, businesses (i) acquired after the Restatement Effective Date in whole\n     or in part with Equity Interests in Limited or acquired after the\n     Restatement Effective Date in whole or in part with Available Equity\n     Proceeds (in the case of Available Equity Proceeds, as certified pursuant\n     to Section 5.01(c)(iv) or in a certificate delivered to the Administrative\n     Agent by a Financial Officer of Limited prior to or concurrently with the\n     consummation of such transaction) or (ii) included in IPC as of the\n     Restatement Effective Date, provided that (A) to the extent the fair market\n                                 --------                                       \n     value of any such business designated as an Unrestricted Subsidiary, or the\n     Net Proceeds of any such sale, lease, transfer or other disposition,\n     exceeds the Equity Interests of Limited or the Available Equity Proceeds\n     used to acquire such business, such designation, sale, lease, transfer or\n     other disposition shall be required to be made in reliance on Section\n     6.05(c) to the extent of the amount of such excess and (B) the Restricted\n     Persons shall be in compliance with the covenants contained in Sections\n     6.12 and 6.13 computed on a Pro Forma Basis as at the last day of the most\n     recently ended fiscal quarter of Limited for which financial statements are\n     available; and\n\n          (l)  investments in Unrestricted Subsidiaries made with the proceeds\n     of sales of any Equity Interests in or assets of Unrestricted Subsidiaries\n     or with Equity Interests in Limited (other than Disqualified Stock) or\n     Available Equity Proceeds;\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -85-\n\nprovided that, notwithstanding anything to the contrary in the foregoing\n--------                                                                \nparagraphs (a) through (l):\n\n          (x)  all sales, transfers, leases and other dispositions permitted\n     hereby (other than those permitted by paragraph (b) above) shall be made\n     for fair value and (other than those permitted by paragraphs (a), (b), (e)\n     and (i) above, sales of Equity Interests in Persons that are not\n     Subsidiaries (i.e., minority investments) immediately prior to such sales\n                   ----                                                       \n     and sales of Equity Interests or other investments in Unrestricted\n     Subsidiaries), prior to the Investment Grade Date, for at least 75% cash\n     consideration; and\n\n          (y)  in the event that any Restricted Person sells, transfers or\n     otherwise disposes of part but not all of the Equity Interests it holds in\n     another Restricted Person and the Borrowers request pursuant to paragraph\n     (3) of the definition of Collateral and Guarantee Requirement that such\n     partially sold Person cease to be a Guarantor or Pledgor, or that any\n     pledge of its Equity Interests under any Pledge Agreement be released, then\n     upon such cessation or release, such partially sold Person shall cease to\n     be a Restricted Person unless (1) all the Equity Interests in such\n     partially sold Person owned by any Restricted Person after giving effect to\n     such transaction shall continue to be pledged under a Pledge Agreement and\n     (2) the portion of Consolidated EBITDA for the four fiscal quarter period\n     of Limited most recently ended for which financial statements are available\n     that was contributed in the aggregate (I) by such Person that is partially\n     sold, (II) by each other Restricted Person that ceased to be a Guarantor or\n     Pledgor after the Restatement Effective Date following a sale, transfer or\n     other disposition of a portion of the Equity Interests therein and is not\n     at the time of determination a Loan Party and (III) by each other Person\n     that became a Restricted Person after the Restatement Effective Date but is\n     not at the time of determination a Loan Party, does not exceed 15% of such\n     Consolidated EBITDA.\n\n          For purposes of clarification, it is understood and agreed that\nneither the formation or acquisition of an Unrestricted Subsidiary by an\nUnrestricted Subsidiary, nor the use of any asset of any Unrestricted Subsidiary\nas consideration in the formation or acquisition of any Unrestricted Subsidiary,\nshall be required to comply with the provision of this Section 6.05.\n\n          SECTION 6.06.  Sale and Leaseback Transactions.  No Restricted Person\n                         -------------------------------\nwill enter into any arrangement, directly or indirectly, whereby it shall sell\nor transfer any property, real or personal, used or useful in its business,\nwhether now owned or hereinafter acquired, and thereafter rent or lease such\nproperty or other property that it intends to use for substantially the same\npurpose or purposes as the property sold or transferred, except for any such\nsale of any fixed or capital assets that is made for cash consideration in an\namount not less than the cost of such fixed or capital asset and is consummated\nwithin 90 days after such Restricted Person acquires or completes the\nconstruction of such fixed or capital asset in connection with a lease the\namount of which, when taken together with the aggregate amount of all\nIndebtedness outstanding under Section 6.01(a)(viii), 6.01(a)(ix) or 6.01(b)(C),\nas the case may be and the aggregate amount of all other outstanding leases (the\namount of each lease being computed as if \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -86-\n\nsuch lease were a Capital Lease Obligation) under this Section 6.06 entered into\nin reliance on the same paragraph of Section 6.01, shall not exceed the limit\nset forth in such paragraph.\n\n          SECTION 6.07.  Hedging Agreements.  Prior to the Investment Grade\n                         ------------------\nDate, no Restricted Person will enter into any Hedging Agreement, other than\nHedging Agreements entered into in the ordinary course of business to hedge or\nmitigate risks to which such Restricted Person is exposed in the conduct of its\nbusiness or the management of its liabilities.\n\n          SECTION 6.08.  Restricted Payments; Certain Payments of Indebtedness.\n                         -----------------------------------------------------\n\n          (a)  Restricted Payments.  Prior to the Investment Grade Date, no\n               -------------------                                         \nRestricted Person will declare or make, or agree to pay or make, directly or\nindirectly, any Restricted Payment, or incur any obligation (contingent or\notherwise) to do so, except (i) Restricted Subsidiaries of Limited (other than\nGCHL and GCNA) and Restricted Subsidiaries of GCHL and GCNA may declare and pay\ndividends ratably with respect to their capital stock, (ii) Limited may make\nRestricted Payments pursuant to and in accordance with stock option plans or\nother benefit plans for management or employees of the Subsidiaries, (iii) GCHL\nand GCNA may declare and pay dividends to Limited (or a Loan Party wholly owned\nby Limited) with respect to their common stock, (iv) Restricted Payments may be\nmade in respect of the Preferred Stock or any other preferred stock (other than\nin respect of the purchase, redemption, retirement or acquisition of\nDisqualified Stock) of any Restricted Person permitted to be issued under this\nAgreement, in each case, as required thereunder so long as no Default shall have\noccurred and be continuing at the time of such payment and no Default would\noccur as a result of making such payment, and (v) Equity Interests of Restricted\nPersons may be repurchased or redeemed with Available Equity Proceeds received\nin transactions substantially concurrent with such repurchases or redemptions.\n\n          (b)  Certain Payments of Indebtedness.  Prior to the Investment Grade\n               --------------------------------                                \nDate, no Restricted Person will make or agree to pay or make, directly or\nindirectly, any payment or other distribution (whether in cash, securities or\nother property) of or in respect of principal of or interest on any\nIndebtedness, or any payment or other distribution (whether in cash, securities\nor other property), including any sinking fund or similar deposit, on account of\nthe purchase, redemption, retirement, acquisition, cancellation or termination\nof any Indebtedness, except:\n\n          (i)  payment of Indebtedness created under the Loan Documents;\n\n          (ii)  payment of Indebtedness of the Restricted Persons in an\n     aggregate amount not in excess of the aggregate principal amount as of the\n     Restatement Effective Date of the Senior Notes;\n\n          (iii)  payment with proceeds of the sale of any of the LECs of\n     Indebtedness of GCNA and\/or its Subsidiaries in an aggregate principal\n     amount not in excess of $900,000,000;\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -87-\n\n          (iv)  the prepayment of any other Indebtedness of any Restricted\n     Person, provided that prior to giving effect to such prepayment the Senior\n             --------                                                          \n     Secured Leverage Ratio is less than 2.00;\n\n          (v)  payment of regularly scheduled interest and principal payments as\n     and when due in respect of any Indebtedness, other than payments in respect\n     of subordinated Indebtedness prohibited by the subordination provisions\n     thereof;\n\n          (vi)  refinancings of Indebtedness to the extent permitted by Section\n     6.01; and\n\n          (vii) payment of secured Indebtedness that becomes due as a result of\n     the voluntary sale or transfer of the property or assets securing such\n     Indebtedness.\n\n          (c)  Stock Buyback Program.  Notwithstanding anything to the contrary\n               ---------------------                                           \ncontained in Section 6.08(a), Limited may, and GCHL, GCNA and the Restricted\nSubsidiaries may dividend or otherwise advance funds to Limited to enable it to,\npurchase common stock of Limited for an aggregate purchase price not to exceed\n$500,000,000 as part of a stock buyback program at any time when no Default\nexists.\n\n          SECTION 6.09.  Transactions with Affiliates.  No Restricted Person\n                         ----------------------------\nwill sell, lease or otherwise transfer any property or assets to, or purchase,\nlease or otherwise acquire any property or assets from, or otherwise engage in\nany other transactions with, any of its Affiliates, except\n\n          (a)  transactions at prices and on terms and conditions not materially\n     less favorable to such Restricted Person than could be obtained on an\n     arm's-length basis from unrelated third parties,\n\n          (b)  transactions entered into in connection with transactions\n     involving selections by customers of cable system capacity and\/or dark\n     fiber entered into in the ordinary course of business and on a basis that\n     is not systematically disadvantageous to the Restricted Persons,\n\n          (c)  transactions that involve the provision by a Restricted Person to\n     an Unrestricted Subsidiary of sales and marketing services, operations,\n     administration and maintenance services or development services for which\n     such Restricted Person receives a return at least equal to its expenses for\n     providing such services,\n\n          (d)  transactions between or among the Restricted Persons not\n     involving any other Affiliate,\n\n          (e)  any Restricted Payment permitted by Section 6.08,\n\n          (f)  the entering into, maintaining or performance of any employment\n     contract, collective bargaining agreement, benefit plan, program or\n     arrangement, related trust \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -88-\n\n     agreement or any other similar arrangement for or with any employee,\n     officer or director heretofore or hereafter entered into in the ordinary\n     course of business, including vacation, health, insurance, deferred\n     compensation, retirement, savings or other similar plans,\n\n          (g)  the payment of compensation, performance of indemnification or\n     contribution obligations, or an issuance, grant or award of stock, options,\n     or other equity-related interests or other securities to employees,\n     officers or directors in the ordinary course of business,\n\n          (h)  any transaction with an officer or director in the ordinary\n     course of business not involving more than $250,000 in any one case,\n\n          (i)  loans or advances made to directors, officers or employees of\n     Limited, GCHL, GCNA or any Subsidiary (1) in respect of travel,\n     entertainment or moving-related expenses incurred in the ordinary course of\n     business, (2) in respect of moving-related expenses incurred in connection\n     with any closing or consolidation of any facility or (3) in the ordinary\n     course of business not exceeding $10,000,000 in the aggregate at any time\n     outstanding and payments in respect of any of the foregoing,\n\n          (j)  payment of reasonable directors fees,\n\n          (k)  any sale or other issuance of Equity Interests (other than\n     Disqualified Stock) of Limited or\n\n          (l)  transactions with Receivables Entities pursuant to Permitted\n     Securitizations.\n\n          SECTION 6.10.  Restrictive Agreements.  No Restricted Person will,\n                         ----------------------\ndirectly or indirectly, enter into, incur or permit to exist any agreement or\nother arrangement that prohibits, restricts or imposes any condition upon (a)\nthe ability of any Restricted Person to create, incur or permit to exist any\nLien upon any of its property or assets to secure the obligations and\nliabilities of the Loan Parties under the Loan Documents or those of any Person\nrefinancing any Obligation under the Loan Documents, or (b) the ability of any\nRestricted Person (other than Limited) to pay dividends or other distributions\nwith respect to any shares of its capital stock or to make or repay loans or\nadvances to any Restricted Person or to Guarantee Indebtedness of any Restricted\nPerson; provided that\n        --------     \n\n          (i)  the foregoing shall not apply to restrictions and conditions\n     imposed (A) by law, (B) by any Loan Document, (C) by the Senior Note\n     Indenture, the Preferred Stock, the Exchange Notes or the other Existing\n     Notes or (D) by Indebtedness of GCNA or any of its subsidiaries existing on\n     the Restatement Effective Date,\n\n          (ii)  the foregoing shall not apply to restrictions and conditions\n     existing on the Restatement Effective Date, identified on Schedule 6.10\n     (but shall apply to any amendment or modification expanding the scope of,\n     any such restriction or condition),\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -89-\n\n          (iii)  the foregoing shall not apply to customary restrictions and\n     conditions contained in agreements relating to the sale of a Subsidiary\n     pending such sale, provided such restrictions and conditions apply only to\n                        --------                                               \n     the Subsidiary that is to be sold and such sale is permitted hereunder,\n\n          (iv)  clause (a) of the foregoing shall not apply to restrictions or\n     conditions imposed by any agreement relating to secured Indebtedness\n     permitted by this Agreement if such restrictions or conditions apply only\n     to the property or assets securing such Indebtedness,\n\n          (v)  clause (a) of the foregoing shall not apply to customary\n     provisions in leases restricting the assignment thereof and\n\n          (vi)  the foregoing shall not apply to restrictions and conditions\n     that are no less favorable, taken as a whole, to the Lenders than those of\n     the Senior Note Indenture, as reasonably determined by Limited.\n\n          SECTION 6.11.  Amendment of Material Documents.  Prior to the\n                         -------------------------------\nInvestment Grade Date, no Restricted Person will amend, modify or waive any of\nits rights in any manner adverse to the Lenders (except as the Administrative\nAgent shall deem not materially adverse to the Lenders) under (a) the Senior\nNotes, (b) the Preferred Stock, (c) the Convertible Preferred Stock, (d) the\nExchange Notes or (e) the Existing Notes.\n\n          SECTION 6.12.  Interest Expense Coverage Ratio.  Limited, GCHL and\n                         -------------------------------\nGCNA will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated\nInterest Expense, in each case for any period of four consecutive fiscal\nquarters, to be less than (i) 2.25 for any period ending on or prior to December\n31, 2001, or (ii) 2.50, for any period ending thereafter.\n\n          SECTION 6.13.  Total Leverage Ratio.  Limited, GCHL and GCNA will not\n                         --------------------\npermit the Leverage Ratio as of the last day of any fiscal quarter ending (i) on\nor prior to December 31, 2001, to exceed 4.75, or (ii) after December 31, 2001,\nto exceed 4.00.\n\n          SECTION 6.14.  Synthetic Repurchases.  No Restricted Person will enter\n                         ---------------------\ninto or be party to, or make any payment under, any Synthetic Purchase Agreement\nunless (i) in the case of any Synthetic Purchase Agreement related to any Equity\nInterest, the payments required to be made by such Restricted Person are limited\nto amounts permitted to be paid under Section 6.08(a), (ii) in the case of any\nSynthetic Purchase Agreement related to any Restricted Indebtedness, the\npayments required to be made by such Restricted Person or its Subsidiaries\nthereunder are limited to the amount permitted under Section 6.08(b) and (iii)\nin the case of any Synthetic Purchase Agreement, the obligations of the\nRestricted Persons thereunder are subordinated to the Obligations on terms\nsatisfactory to the Administrative Agent.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -90-\n\n                                  ARTICLE VII\n\n                               EVENTS OF DEFAULT\n\n          If any of the following events (\"Events of Default\") shall occur:\n                                           -----------------               \n\n          (a)  either Borrower shall fail to pay any principal of any Loan or\n     any reimbursement obligation in respect of any LC Disbursement when and as\n     the same shall become due and payable, whether at the due date thereof or\n     at a date fixed for prepayment thereof or otherwise;\n\n          (b)  either Borrower shall fail to pay any interest on any Loan or any\n     fee or any other amount (other than an amount referred to in paragraph (a)\n     of this Article) payable under this Agreement or any other Loan Document,\n     when and as the same shall become due and payable, and such failure shall\n     continue unremedied for a period of three Business Days;\n\n          (c)  any representation or warranty made or deemed made by or on\n     behalf of any Restricted Person in or in connection with any Loan Document\n     or any amendment or modification thereof or waiver thereunder, or in any\n     report, certificate, financial statement or other document furnished\n     pursuant to or in connection with any Loan Document or any amendment or\n     modification thereof or waiver thereunder, shall prove to have been\n     incorrect in any material respect when made or deemed made;\n\n          (d)  any covenant, condition or agreement contained in Section 5.02(a)\n     or 5.03 (with respect to the existence of Limited, GCHL or GCNA) or in\n     Article VI shall fail to be observed or performed;\n\n          (e)  any Loan Party shall fail to observe or perform any covenant,\n     condition or agreement contained in any Loan Document (other than those\n     specified in paragraph (a), (b) or (d) of this Article), and such failure\n     shall continue unremedied for a period of 30 days after notice thereof from\n     the Administrative Agent to Limited (which notice will be given at the\n     request of any Lender);\n\n          (f)  any Restricted Person shall fail to make any payment of principal\n     or interest (regardless of amount) in respect of any Material Indebtedness,\n     when and as the same shall become due and payable after any applicable\n     grace period;\n\n          (g)  any event or condition occurs that results in any Material\n     Indebtedness becoming due prior to its scheduled maturity or that enables\n     or permits the holder or holders of any Material Indebtedness or any\n     trustee or agent on its or their behalf to cause any Material Indebtedness\n     to become due, or to require the prepayment, repurchase, redemption or\n     defeasance thereof, prior to its scheduled maturity, or that requires any\n     issuer of such Material Indebtedness to make an offer to prepay,\n     repurchase, redeem or defease such Material Indebtedness prior to its\n     scheduled maturity (but, upon such offer being made, only so long as such\n     offer \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -91-\n\n     being made, only so long as such offer shall remain outstanding); provided\n                                                                       --------\n     that this paragraph (g) shall not apply to secured Indebtedness that\n     becomes due as a result of the voluntary sale or transfer of the property\n     or assets securing such Indebtedness;\n\n          (h)  an involuntary proceeding shall be commenced or an involuntary\n     petition shall be filed seeking (i) liquidation, reorganization or other\n     relief in respect of any Restricted Person or its debts, or of a\n     substantial part of its assets, under any Federal, state or foreign\n     bankruptcy, insolvency, receivership or similar law now or hereafter in\n     effect or (ii) the appointment of a receiver, trustee, custodian,\n     sequestrator, conservator or similar official for any Restricted Person or\n     for a substantial part of its assets, and, in any such case, such\n     proceeding or petition shall continue undismissed for 60 days or an order\n     or decree approving or ordering any of the foregoing shall be entered;\n\n          (i)  any Restricted Person shall (i) voluntarily commence any\n     proceeding or file any petition seeking liquidation, reorganization or\n     other relief under any Federal, state or foreign bankruptcy, insolvency,\n     receivership or similar law now or hereafter in effect, (ii) consent to the\n     institution of, or fail to contest in a timely and appropriate manner, any\n     proceeding or petition described in paragraph (h) of this Article, (iii)\n     apply for or consent to the appointment of a receiver, trustee, custodian,\n     sequestrator, conservator or similar official for any Restricted Person or\n     for a substantial part of its assets, (iv) file an answer admitting the\n     material allegations of a petition filed against it in any such proceeding,\n     (v) make a general assignment for the benefit of creditors or (vi) take any\n     action for the purpose of effecting any of the foregoing;\n\n          (j)  any Restricted Person shall become unable, admit in writing its\n     inability or fail generally to pay its debts as they become due;\n\n          (k)  one or more judgments for the payment of money in an aggregate\n     amount in excess of (i) at any time prior to the Investment Grade Date,\n     $50,000,000 and (ii) at any time on or after the Investment Grade Date,\n     $100,000,000, shall be rendered against any Restricted Person or any\n     combination thereof and the same shall remain undischarged for a period of\n     30 consecutive days during which execution shall not be effectively stayed,\n     or any action shall be legally taken by a judgment creditor to attach or\n     levy upon any assets of any Restricted Person to enforce any such judgment;\n\n          (l)  an ERISA Event shall have occurred that, when taken together with\n     all other ERISA Events that have occurred, could reasonably be expected to\n     result in a Material Adverse Effect;\n\n          (m)  any Lien purported to be created under any Security Document\n     shall cease to be, or shall be asserted by any Loan Party not to be, a\n     valid and perfected Lien on any Collateral, with the priority required by\n     the applicable Security Document, except (i) as a result of the sale or\n     other disposition of the applicable Collateral in a transaction permitted\n     under the Loan Documents or (ii) as a result of the Administrative Agent's\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -92-\n\n     failure to maintain possession of any stock certificates or other\n     instruments delivered to it under a Pledge Agreement;\n\n          (n)  any Guarantee Agreement shall not for any reason be, or shall be\n     asserted by any Restricted Person not to be, in full force and effect and\n     enforceable in all material respects in accordance with its terms; or\n\n          (o)  a Change in Control shall occur;\n\nthen, and in every such event (other than an event with respect to either\nBorrower described in paragraph (h) or (i) of this Article), and at any time\nthereafter during the continuance of such event, the Administrative Agent may,\nand at the request of the Required Lenders shall, by notice to the Borrowers,\ntake either or both of the following actions, at the same or different times:\n(i) terminate the Commitments, and thereupon the Commitments shall terminate\nimmediately, and (ii) declare the Loans then outstanding to be due and payable\nin whole (or in part, in which case any principal not so declared to be due and\npayable may thereafter (so long as such event shall be continuing) be declared\nto be due and payable), and thereupon the principal of the Loans so declared to\nbe due and payable, together with accrued interest thereon and all fees and\nother obligations of the Borrowers accrued hereunder, shall become due and\npayable immediately, without presentment, demand, protest or other notice of any\nkind, all of which are hereby waived by the Borrowers; and in case of any event\nwith respect to the Borrowers described in paragraph (h) or (i) of this Article,\nthe Commitments shall automatically terminate and the principal of the Loans\nthen outstanding, together with accrued interest thereon and all fees and other\nobligations of the Borrowers accrued hereunder, shall automatically become due\nand payable, without presentment, demand, protest or other notice of any kind,\nall of which are hereby waived by the Borrowers.\n\n          On the first date on which any event referred to in paragraph (h) or\nparagraph (i) above shall occur in respect of GCNA, the Lenders shall\nautomatically and without further act be deemed to have exchanged interests in\nthe Loans and LC Exposures (each interest in any Loan or any LC Exposure being\nreferred to as a \"Claim\" and each Class of Loans and the LC Exposure being\n                  -----                                                   \nreferred to as a \"Claims Class\") such that in lieu of the interest of each\n                  ------------                                            \nLender in each Claims Class in which it shall participate as of such date\n(including such Lender's interest in the principal, reimbursement, interest and\nfee obligations of each Loan Party in respect of each such Claims Class), such\nLender shall hold a percentage interest in every one of the Claims Classes\n(including the principal, reimbursement, interest and fee obligations of each\nLoan Party in respect of each such Claims Class), whether or not such Lender\nshall previously have participated therein, equal to the percentage of all the\noutstanding Claims represented by such Lender's Claims.  Each Lender, each\nPerson acquiring a participation from any Lender as contemplated by Section\n9.04(e) and each Loan Party hereby consents and agrees to the foregoing\nexchanges.  Each Loan Party agrees from time to time to execute and deliver to\nthe Administrative Agent all such instruments and documents as the\nAdministrative Agent shall reasonably request to evidence and confirm the\nrespective interests of the Lenders after giving effect to such exchanges, and\neach Lender agrees to surrender any note received by it in \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -93-\n\nconnection with its Loans hereunder to the Administrative Agent against delivery\nof a new note evidencing its interests as adjusted in the Claims Classes;\nprovided, however, that the failure of any Loan Party to execute or deliver or\n--------  ------- \nof any Lender to accept any such note, instrument or document shall not affect\nthe validity or effectiveness of any exchange. In addition, each Lender and each\nLoan Party agrees with respect to any unfunded LC Exposure to take such actions\nas may be specified by the Administrative Agent, including in the case of each\nRevolving Lender, funding its share of such unfunded LC Exposure into an escrow\naccount maintained by the Administrative Agent, for the purpose of giving effect\nto the intent of the foregoing provisions relating to the exchange of interests.\n\n\n                                 ARTICLE VIII\n\n                           THE ADMINISTRATIVE AGENT\n\n          Each of the Lenders and the Issuing Banks hereby irrevocably appoints\nthe Administrative Agent as its agent and authorizes the Administrative Agent to\ntake such actions on its behalf and to exercise such powers as are delegated to\nthe Administrative Agent by the terms of the Loan Documents, together with such\nactions and powers as are reasonably incidental thereto.\n\n          The bank serving as the Administrative Agent hereunder shall have the\nsame rights and powers in its capacity as a Lender as any other Lender and may\nexercise the same as though it were not the Administrative Agent, and such bank\nand its Affiliates may accept deposits from, lend money to and generally engage\nin any kind of business with Limited, either Borrower or any Subsidiary or other\nAffiliate thereof as if it were not the Administrative Agent hereunder.\n\n          The Administrative Agent shall not have any duties or obligations\nexcept those expressly set forth in the Loan Documents.  Without limiting the\ngenerality of the foregoing, (a) the Administrative Agent shall not be subject\nto any fiduciary or other implied duties, regardless of whether a Default has\noccurred and is continuing, (b) the Administrative Agent shall not have any duty\nto take any discretionary action or exercise any discretionary powers, except\ndiscretionary rights and powers expressly contemplated by the Loan Documents\nthat the Administrative Agent is required to exercise in writing by the Required\nLenders (or such other number or percentage of the Lenders as shall be necessary\nunder the circumstances as provided in Section 9.02), and (c) except as\nexpressly set forth in the Loan Documents, the Administrative Agent shall not\nhave any duty to disclose, and shall not be liable for the failure to disclose,\nany information relating to Limited, either Borrower or any of its Subsidiaries\nthat is communicated to or obtained by the bank serving as Administrative Agent\nor any of its Affiliates in any capacity.  The Administrative Agent shall not be\nliable for any action taken or not taken by it with the consent or at the\nrequest of the Required Lenders or the Supermajority Lenders, as applicable (or\nsuch other number or percentage of the Lenders as shall be necessary under the\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -94-\n\ncircumstances as provided in Section 9.02) or in the absence of its own gross\nnegligence or willful misconduct. The Administrative Agent shall be deemed not\nto have knowledge of any Default unless and until written notice thereof is\ngiven to the Administrative Agent by Limited, either Borrower or a Lender, and\nthe Administrative Agent shall not be responsible for or have any duty to\nascertain or inquire into (i) any statement, warranty or representation made in\nor in connection with any Loan Document, (ii) the contents of any certificate,\nreport or other document delivered thereunder or in connection therewith, (iii)\nthe performance or observance of any of the covenants, agreements or other terms\nor conditions set forth in any Loan Document, (iv) the validity, enforceability,\neffectiveness or genuineness of any Loan Document or any other agreement,\ninstrument or document, or (v) the satisfaction of any condition set forth in\nArticle IV or elsewhere in any Loan Document, other than to confirm receipt of\nitems expressly required to be delivered to the Administrative Agent.\n\n          The Administrative Agent shall be entitled to rely upon, and shall not\nincur any liability for relying upon, any notice, request, certificate, consent,\nstatement, instrument, document or other writing believed by it to be genuine\nand to have been signed or sent by the proper Person. The Administrative Agent\nalso may rely upon any statement made to it orally or by telephone and believed\nby it to be made by the proper Person, and shall not incur any liability for\nrelying thereon. The Administrative Agent may consult with legal counsel (who\nmay be counsel for the Borrowers), independent accountants and other experts\nselected by it, and shall not be liable for any action taken or not taken by it\nin accordance with the advice of any such counsel, accountants or experts.\n\n          The Administrative Agent may perform any and all its duties and\nexercise its rights and powers by or through any one or more sub-agents\nappointed by the Administrative Agent. The Administrative Agent and any such \nsub-agent may perform any and all its duties and exercise its rights and powers\nthrough their respective Related Parties. The exculpatory provisions of the\npreceding paragraphs shall apply to any such sub-agent and to the Related\nParties of each Administrative Agent and any such sub-agent, and shall apply to\ntheir respective activities in connection with the syndication of the credit\nfacilities provided for herein as well as activities as Administrative Agent.\n\n          Subject to the appointment and acceptance of a successor the\nAdministrative Agent as provided in this paragraph, the Administrative Agent may\nresign at any time by notifying the Lenders, the Issuing Banks and the\nBorrowers. Upon any such resignation, the Required Lenders shall have the right,\nsubject to the prior written approval of the Borrowers (which approval shall not\nbe unreasonably withheld), to appoint a successor. If no successor shall have\nbeen so appointed by the Required Lenders and shall have accepted such\nappointment within 30 days after the retiring Administrative Agent gives notice\nof its resignation, then the retiring Administrative Agent may, on behalf of the\nLenders and the Issuing Banks, appoint a successor Administrative Agent which\nshall be a bank with an office in New York, New York, or an Affiliate of any\nsuch bank. Upon the acceptance of its appointment as Administrative Agent\nhereunder by a successor, such successor shall succeed to and become vested with\nall the rights, powers, privileges and duties of the retiring Administrative\nAgent, and the retiring \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -95-\n\nAdministrative Agent shall be discharged from its duties and obligations\nhereunder. The fees payable by the Borrowers to a successor Administrative Agent\nshall be the same as those payable to its predecessor unless otherwise agreed\nbetween the Borrowers and such successor. After the Administrative Agent's\nresignation hereunder, the provisions of this Article and Section 9.03 shall\ncontinue in effect for the benefit of such retiring Administrative Agent, its\nsub-agents and their respective Related Parties in respect of any actions taken\nor omitted to be taken by any of them while it was acting as Administrative\nAgent.\n\n          Each Lender acknowledges that it has, independently and without\nreliance upon the Administrative Agent or any other Lender and based on such\ndocuments and information as it has deemed appropriate, made its own credit\nanalysis and decision to enter into this Agreement. Each Lender also\nacknowledges that it will, independently and without reliance upon the\nAdministrative Agent or any other Lender and based on such documents and\ninformation as it shall from time to time deem appropriate, continue to make its\nown decisions in taking or not taking action under or based upon this Agreement,\nany other Loan Document or related agreement or any document furnished hereunder\nor thereunder.\n\n          Notwithstanding anything herein to the contrary, none of the\nSyndication Agent, Co-Documentation Agents, Arrangers or Book Managers listed on\nthe cover page of this Agreement shall have any duties or responsibilities\nhereunder in its capacity as such.\n\n\n                                  ARTICLE IX\n\n                                 MISCELLANEOUS\n\n          SECTION 9.01.  Notices.  Except in the case of notices and other\n                         -------\ncommunications expressly permitted to be given by telephone, all notices and\nother communications provided for herein shall be in writing and shall be\ndelivered by hand or overnight courier service, mailed by certified or\nregistered mail or sent by telecopy, as follows:\n\n          (a)  if to Limited or either Borrower, to it at Wessex House, 45 Reid\n     Street, HM12:  Hamilton, Bermuda, Attention of Chief Financial Officer\n     (Telecopy No. (441) 296-8606), with a copy to Global Crossing Ltd., 150 El\n     Camino Drive, Suite 204, Beverly Hills, California 90212, Attention of\n     General Counsel (Telecopy No. (310) 281-4942);\n\n          (b)  if to the Administrative Agent, to The Chase Manhattan Bank, Loan\n     and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,\n     New York 10081, Attention of Janet Belden (Telecopy No. (212) 552-5658),\n     with a copy to The Chase Manhattan Bank, 270 Park Avenue, New York, New\n     York 10017, Attention of Edmond DeForest (Telecopy No. (212) 270-4584);\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -96-\n\n          (c)  if to an Issuing Bank, (i) in the case of The Chase Manhattan\n     Bank, to it at The Chase Manhattan Bank, Loan and Agency Services Group,\n     One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention\n     of Janet Belden (Telecopy No. (212) 552-5658), with a copy to Chase\n     Manhattan Bank Delaware, Letter of Credit Department - 8th Floor, 1201\n     Market Street, Wilmington, Delaware 19801, Attention of Michael Handago\n     (Telecopy No. 302-428-3390\/984-4904), and (ii) in the case of any other\n     Issuing Bank, to it at its address set forth in its Administrative\n     Questionnaire or otherwise specified by written notice to the Borrowers and\n     the Administrative Agent;\n\n          (d)  if to the Swingline Lender, to it at The Chase Manhattan Bank,\n     Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New\n     York, New York 10081, Attention of Janet Belden (Telecopy No. (212) 552-\n     5658); and\n\n          (e)  if to any other Lender, to it at its address (or telecopy number)\n     set forth in its Administrative Questionnaire.\n\nAny party hereto may change its address or telecopy number for notices and other\ncommunications hereunder by notice to the other parties hereto.  All notices and\nother communications given to any party hereto in accordance with the provisions\nof this Agreement shall be deemed to have been given on the date of receipt.\n\n          SECTION 9.02.  Waivers; Amendments.\n                         -------------------\n\n          (a)  No Deemed Waivers; Remedies Cumulative.  No failure or delay by\n               --------------------------------------                         \nthe Administrative Agent, any Issuing Bank or any Lender in exercising any right\nor power hereunder or under any other Loan Document shall operate as a waiver\nthereof, nor shall any single or partial exercise of any such right or power, or\nany abandonment or discontinuance of steps to enforce such a right or power,\npreclude any other or further exercise thereof or the exercise of any other\nright or power. The rights and remedies of the Administrative Agent, the Issuing\nBanks and the Lenders hereunder and under the other Loan Documents are\ncumulative and are not exclusive of any rights or remedies that they would\notherwise have. No waiver of any provision of any Loan Document or consent to\nany departure by any Loan Party therefrom shall in any event be effective unless\nthe same shall be permitted by paragraph (b) of this Section, and then such\nwaiver or consent shall be effective only in the specific instance and for the\npurpose for which given. Without limiting the generality of the foregoing, the\nmaking of a Loan or issuance of a Letter of Credit shall not be construed as a\nwaiver of any Default, regardless of whether the Administrative Agent, any\nLender or any Issuing Bank may have had notice or knowledge of such Default at\nthe time.\n\n          (b)  Amendments.  Neither this Agreement nor any other Loan Document\n               ----------                                                     \nnor any provision hereof or thereof may be waived, amended or modified except as\nprovided in Section 2.08(e) or, in the case of this Agreement, pursuant to an\nagreement or agreements in writing entered into by Limited, the Borrowers and\nthe Required Lenders or, in the case of any other Loan Document, pursuant to an\nagreement or agreements in writing entered into by the \n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -97-\n\nAdministrative Agent and the Loan Party or Loan Parties that are parties\nthereto, in each case with the consent of the Required Lenders; provided that no\n                                                                -------- \nsuch agreement shall\n\n          (i) increase the Commitment of any Lender without the written consent\n     of such Lender,\n\n          (ii) reduce the principal amount of any Loan or LC Disbursement or\n     reduce the rate of interest thereon, or reduce any fees payable hereunder,\n     without the written consent of each Lender affected thereby,\n\n          (iii) postpone the maturity of any Loan, or any payment of the\n     scheduled principal amount of any Term Loan under Section 2.10, or the\n     required date of reimbursement of any LC Disbursement, or any date for the\n     payment of any interest or fees payable hereunder, or reduce the amount of,\n     waive or excuse any such payment, or postpone the scheduled date of\n     expiration of any Commitment, without the written consent of each Lender\n     affected thereby,\n\n          (iv) change Section 2.18(b) or (c) in a manner that would alter the\n     pro rata sharing of payments required thereby, without the written consent\n     of each Lender, or change Section 2.08(d) in a manner that would alter the\n     pro rata reduction of Commitments required thereby, without the written\n     consent of each Lender of any Class affected thereby,\n\n          (v) change any of the provisions of this Section or the percentage set\n     forth in the definition of \"Required Lenders\" or \"Supermajority Lenders\" or\n     any other provision of any Loan Document specifying the number or\n     percentage of Lenders (or Lenders of any Class) required to waive, amend or\n     modify any rights thereunder or make any determination or grant any consent\n     thereunder, without the written consent of each Lender (or each Lender of\n     such Class, as the case may be),\n\n          (vi) prior to the later of the Investment Grade Date and the first\n     date on which there shall be no Tranche B Term Loans (or Incremental Loans\n     having the terms thereof) outstanding, release Limited or any material\n     Subsidiary Loan Party from its Guarantee under any Guarantee Agreement\n     (except as expressly provided in such Guarantee Agreement), or limit its\n     liability in respect of such Guarantee, or at any time release GCNA or GCHL\n     (except as contemplated by the definition of Collateral and Guarantee\n     Requirement) from its Guarantee under any Guarantee Agreement, or limit its\n     liability in respect of such Guarantee, in any case described in this\n     paragraph (vi), without the written consent of each Lender,\n\n          (vii) prior to the later of the Investment Grade Date and the first\n     date on which there shall be no Tranche B Term Loans (or Incremental Loans\n     having the terms thereof) outstanding, release all or any substantial part\n     of the Collateral from the Liens of the Security Documents, without the\n     written consent of each Lender,\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -98-\n\n          (viii) change any provisions of any Loan Document in a manner that by\n     its terms adversely affects the rights in respect of payments due to\n     Lenders holding Loans of any Class differently than those holding Loans of\n     any other Class, without the written consent of Lenders holding a majority\n     in interest of the outstanding Loans and unused Commitments of each\n     affected Class or\n\n          (ix) change the rights of the Tranche B Lenders to decline mandatory\n     prepayments as provided in Section 2.11, without the written consent of\n     Tranche B Lenders holding a majority of the outstanding Tranche B Loans;\n\nprovided further that (A) no such agreement shall amend, modify or otherwise\n-------- -------                                                            \naffect the rights or duties of the Administrative Agent, any Issuing Bank or the\nSwingline Lender without the prior written consent of the Administrative Agent,\nsuch Issuing Bank or the Swingline Lender, as the case may be, and (B) any\nwaiver, amendment or modification of this Agreement that by its terms affects\nthe rights or duties under this Agreement of the Revolving Credit Lenders (but\nnot the Revolving Term Lenders and Tranche B Lenders), the Revolving Term\nLenders (but not the Revolving Credit Lenders and Tranche B Lenders) or the\nTranche B Lenders (but not the Revolving Credit Lenders and Revolving Term\nLenders) may be effected by an agreement or agreements in writing entered into\nby Limited, the Borrowers and requisite percentage in interest of the affected\nClass of Lenders that would be required to consent thereto under this Section if\nsuch Class of Lenders were the only Class of Lenders hereunder at the time.\n\n          Notwithstanding the foregoing, any provision of this Agreement may be\namended by an agreement in writing entered into by Limited, GCHL, GCNA, the\nRequired Lenders and the Administrative Agent (and, if their rights or\nobligations are affected thereby, each applicable Issuing Bank and the Swingline\nLender) if (i) by the terms of such agreement the Commitment of each Lender not\nconsenting to the amendment provided for therein shall terminate upon the\neffectiveness of such amendment and (ii) at the time such amendment becomes\neffective, each Lender not consenting thereto receives payment in full of the\nprincipal of and interest accrued on each Loan made by it and all other amounts\nowing to it or accrued for its account under this Agreement.\n\n          SECTION 9.03.  Expenses; Indemnity; Damage Waiver.\n                         ----------------------------------\n\n          (a)  Costs and Expenses.  The Borrowers shall pay (i) all reasonable\n               ------------------                                             \nout-of-pocket expenses incurred by the Administrative Agent and its Affiliates,\nincluding the reasonable fees, charges and disbursements of counsel for the\nAdministrative Agent, in connection with the syndication of the credit\nfacilities provided for herein, the preparation and administration of the Loan\nDocuments or any amendments, modifications or waivers of the provisions thereof\n(whether or not the transactions contemplated hereby or thereby shall be\nconsummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing\nBank in connection with the issuance, amendment, renewal or extension of any\nLetter of Credit or any demand for payment thereunder and (iii) all reasonable\nout-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or\nany Lender, including the fees, charges and disbursements of any counsel for the\n\n                               Credit Agreement\n                               ----------------\n\n \n                                      -99-\n\nAdministrative Agent, any Issuing Bank or any Lender, in connection with the\nenforcement or protection of its rights in connection with the Loan Documents,\nincluding its rights under this Section, or in connection with the Loans made or\nLetters of Credit issued hereunder, including all such out-of-pocket expenses\nincurred during any workout or restructuring, or negotiations with respect to\nany of the foregoing, in respect of such Loans or Letters of Credit.\n\n          (b)  Indemnification by the Borrowers.  The Borrowers shall indemnify\n               --------------------------------                                \nthe Administrative Agent, each Issuing Bank and each Lender, and each Related\nParty of any of the foregoing Persons (each such Person being called an\n\"Indemnitee\") against, and hold each Indemnitee harmless from, any and all\n ----------                                                               \nlosses, claims, damages, liabilities and related expenses, including the\nreasonable fees, charges and disbursements of any counsel for any Indemnitee,\nincurred by or asserted against any Indemnitee arising out of, in connection\nwith, or as a result of (i) the execution or delivery of any Loan Document or\nany other agreement or instrument contemplated hereby, the performance by the\nparties to the Loan Documents of their respective obligations thereunder or the\nconsummation of the Transactions or any other transactions contemplated hereby,\n(ii) any Loan or Letter of Credit or the use of the proceeds therefrom\n(including any refusal by the applicable Issuing Bank to honor a demand for\npayment under a Letter of Credit if the documents presented in connection with\nsuch demand do not strictly comply with the terms of such Letter of Credit),\n(iii) any actual or alleged presence or release of Hazardous Materials on or\nfrom any material real property or any other property currently or formerly\nowned or operated by either Borrower or any of its Subsidiaries, or any\nEnvironmental Liability related in any way to either Borrower or any of its\nSubsidiaries, or (iv) any actual or prospective claim, litigation, investigation\nor proceeding relating to any of the foregoing, whether based on contract, tort\nor any other theory and regardless of whether any Indemnitee is a party thereto;\nprovided that such indemnity shall not, as to any Indemnitee, be available to\n--------                                                                     \nthe extent that such losses, claims, damages, liabilities or related expenses\nare determined by a court of competent jurisdiction by final and nonappealable\njudgment to have resulted from the gross negligence or willful misconduct of\nsuch Indemnitee or of any of such Indemnitee's officers, directors, trustees,\nagents, advisors, controlling persons or Affiliates or, in the case such\nIndemnitee is an individual, the gross negligence or willful misconduct of such\nIndemnitee's employer or of any of such employer's officers, directors,\ntrustees, agents, advisors, controlling persons or Affiliates.\n\n          (c)  Reimbursement by Lenders.  To the extent that the Borrowers fail\n               ------------------------                                        \nto pay any amount required to be paid by it to the Administrative Agent, any\nIssuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section,\neach Lender severally agrees to pay to the Administrative Agent, such Issuing\nBank or the Swingline Lender, as the case may be, such Lender's pro rata share\n(determined as of the time that the applicable unreimbursed expense or indemnity\npayment is sought) of such unpaid amount; provided that the unreimbursed expense\n                                          --------                              \nor indemnified loss, claim, damage, liability or related expense, as the case\nmay be, was incurred by or asserted against the Administrative Agent, such\nIssuing Bank or the Swingline Lender in its capacity as such.  For purposes\nhereof, a Lender's \"pro rata share\" shall be determined based upon its share of\nthe sum of the total Revolving Exposures, outstanding Term Loans and unused\nCommitments at the time.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -100-\n\n          (d)  Waiver of Consequential Damages, Etc.  To the extent permitted by\n               -------------------------------------                            \napplicable law, neither Limited nor either Borrower shall assert, and each\nhereby waives, any claim against any Indemnitee, on any theory of liability, for\nspecial, indirect, consequential or punitive damages (as opposed to direct or\nactual damages) arising out of, in connection with, or as a result of, this\nAgreement or any agreement or instrument contemplated hereby, the Transactions,\nany Loan or Letter of Credit or the use of the proceeds thereof.\n\n          (e)  Payments.  All amounts due under this Section shall be payable\n               --------                                                      \nnot later than 10 days after written demand therefor.\n\n          SECTION 9.04.  Successors and Assigns.\n                         ----------------------\n\n          (a)  Assignments Generally.  The provisions of this Agreement shall be\n               ---------------------                                            \nbinding upon and inure to the benefit of the parties hereto and their respective\nsuccessors and assigns permitted hereby (including any Affiliate of any Issuing\nBank that issues any Letter of Credit), except that neither Borrower may assign\nor otherwise transfer any of its rights or obligations hereunder without the\nprior written consent of each Lender (and any attempted assignment or transfer\nby either Borrower without such consent shall be null and void).  Nothing in\nthis Agreement, expressed or implied, shall be construed to confer upon any\nPerson (other than the parties hereto, their respective successors and assigns\npermitted hereby (including any Affiliate of any Issuing Bank that issues any\nLetter of Credit) and, to the extent expressly contemplated hereby, the Related\nParties of each of the Administrative Agent, the Issuing Banks and the Lenders)\nany legal or equitable right, remedy or claim under or by reason of this\nAgreement.\n\n          (b)  Assignments by Lenders.  Any Lender may assign to one or more\n               ----------------------                                       \nassignees all or a portion of its rights and obligations under this Agreement\n(including all or a portion of its Commitment and the Loans at the time owing to\nit); provided that\n     --------     \n\n          (i)  except in the case of an assignment to a Lender or a Lender\n     Affiliate, each of Limited and the Administrative Agent (and, in the case\n     of an assignment of all or a portion of a Revolving Credit Commitment or\n     any Lender's obligations in respect of its LC Exposure or Swingline\n     Exposure, the Issuing Banks and the Swingline Lender) must give their prior\n     written consent to such assignment (which consent shall not be unreasonably\n     withheld),\n\n          (ii) the amount of the Commitment or Loans of the assigning Lender\n     subject to each partial assignment (determined as of the date the\n     Assignment and Acceptance with respect to such assignment is delivered to\n     the Administrative Agent) shall not, unless each of Limited and the\n     Administrative Agent otherwise consent, be less than (x) $1,000,000, in the\n     case of an assignment of the Loans or Commitments or any Class to a Lender\n     or a Lender Affiliate, (y) $1,000,000, in the case of any assignment to any\n     Person of a Tranche B Commitment or Tranche B Term Loans, or (z)\n     $5,000,000, in the case of any other assignment,\n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -101-\n\n          (iii)  each partial assignment shall be made as an assignment of a\n     proportionate part of all the assigning Lender's rights and obligations\n     under this Agreement, except that this paragraph (iii) shall not be\n     construed to prohibit the assignment of a proportionate part of all the\n     assigning Lender's rights and obligations in respect of one Class of\n     Commitments or Loans,\n\n          (iv)  the parties to each assignment shall execute and deliver to the\n     Administrative Agent an Assignment and Acceptance, together with a\n     processing and recordation fee of $3,500, and\n\n          (v)  the assignee, if it shall not be a Lender, shall deliver to the\n     Administrative Agent an Administrative Questionnaire;\n\nand provided further that any consent of Limited otherwise required under this\n    -------- -------                                                          \nparagraph shall not be required if an Event of Default under paragraph (a), (b),\n(h) or (i) of Article VII has occurred and is continuing.\n\n          Subject to acceptance and recording thereof pursuant to paragraph (d)\nof this Section, from and after the effective date specified in each Assignment\nand Acceptance the assignee thereunder shall be a party hereto and, to the\nextent of the interest assigned by such Assignment and Acceptance, have the\nrights and obligations of a Lender under this Agreement, and the assigning\nLender thereunder shall, to the extent of the interest assigned by such\nAssignment and Acceptance, be released from its obligations under this Agreement\n(and, in the case of an Assignment and Acceptance covering all of the assigning\nLender's rights and obligations under this Agreement, such Lender shall cease to\nbe a party hereto but shall continue to be entitled to the benefits of Sections\n2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of rights or\nobligations under this Agreement that does not comply with this paragraph shall\nbe treated for purposes of this Agreement as a sale by such Lender of a\nparticipation in such rights and obligations in accordance with paragraph (e) of\nthis Section.\n\n          (c)  Maintenance of Register by the Administrative Agent. The\n               ---------------------------------------------------      \nAdministrative Agent, acting for this purpose as an agent of the Borrowers,\nshall maintain at one of its offices in The City of New York a copy of each\nAssignment and Acceptance delivered to it and a register for the recordation of\nthe names and addresses of the Lenders, and the Commitment of, and principal\namount of the Loans and LC Disbursements owing to, each Lender pursuant to the\nterms hereof from time to time (the \"Register\").  The entries in the Register\n                                     --------                                \nshall be conclusive, and Limited, the Borrowers, the Administrative Agent, the\nIssuing Banks and the Lenders may treat each Person whose name is recorded in\nthe Register pursuant to the terms hereof as a Lender hereunder for all purposes\nof this Agreement, notwithstanding notice to the contrary. The Register shall be\navailable for inspection by the Borrowers, any Issuing Bank and any Lender, at\nany reasonable time and from time to time upon reasonable prior notice.\n\n          (d)  Effectiveness of Assignments.  Upon its receipt of a duly\n               ----------------------------                             \ncompleted Assignment and Acceptance executed by an assigning Lender and an\nassignee, the assignee's completed Administrative Questionnaire (unless the\nassignee shall already be a Lender \n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -102-\n\nhereunder), the processing and recordation fee referred to in paragraph (b) of\nthis Section and any written consent to such assignment required by paragraph\n(b) of this Section, the Administrative Agent shall accept such Assignment and\nAcceptance and record the information contained therein in the Register. No\nassignment shall be effective for purposes of this Agreement unless it has been\nrecorded in the Register as provided in this paragraph.\n\n          (e)  Participations.  Any Lender may, without the consent of the\n               --------------                                             \nBorrowers, the Administrative Agent, any Issuing Bank or the Swingline Lender,\nsell participations to one or more banks or other entities (a \"Participant\") in\n                                                               -----------     \nall or a portion of such Lender's rights and obligations under this Agreement\n(including all or a portion of its Commitment and the Loans owing to it);\nprovided that (i) such Lender's obligations under this Agreement shall remain\n--------                                                                     \nunchanged, (ii) such Lender shall remain solely responsible to the other parties\nhereto for the performance of such obligations and (iii) Limited, the Borrowers,\nthe Administrative Agent, the Issuing Banks and the other Lenders shall continue\nto deal solely and directly with such Lender in connection with such Lender's\nrights and obligations under this Agreement.  Any agreement or instrument\npursuant to which a Lender sells such a participation shall provide that such\nLender shall retain the sole right to enforce the Loan Documents and to approve\nany amendment, modification or waiver of any provision of the Loan Documents;\nprovided that such agreement or instrument may provide that such Lender will\n--------                                                                    \nnot, without the consent of the Participant, agree to any amendment,\nmodification or waiver described in the first proviso to Section 9.02(b) that\naffects such Participant.  Subject to paragraph (f) of this Section, the\nBorrowers agree that each Participant shall be entitled to the benefits of\nSections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had\nacquired its interest by assignment pursuant to paragraph (b) of this Section.\nTo the extent permitted by law, each Participant also shall be entitled to the\nbenefits of Section 9.08 as though it were a Lender, provided such Participant\nagrees to be subject to Section 2.18(c) as though it were a Lender.\n\n          (f)  Limitations on Rights of Participants.  A Participant shall not\n               -------------------------------------                          \nbe entitled to receive any greater payment under Section 2.15 or 2.17 than the\napplicable Lender would have been entitled to receive with respect to the\nparticipation sold to such Participant, unless the sale of the participation to\nsuch Participant is made with Limited's prior written consent.  A Participant\nshall not be entitled to the benefits of Section 2.17 unless the Borrowers are\nnotified of the participation sold to such Participant and such Participant\nagrees, for the benefit of the Borrowers, to comply with Section 2.17(e) as\nthough it were a Lender.\n\n          (g)  Certain Pledges.  Any Lender may at any time pledge or assign a\n               ---------------                                                \nsecurity interest in all or any portion of its rights under this Agreement to\nsecure obligations of such Lender, including any pledge or assignment to secure\nobligations to a Federal Reserve Bank, and this Section shall not apply to any\nsuch pledge or assignment of a security interest; provided that no such pledge\n                                                  --------                    \nor assignment of a security interest shall release a Lender from any of its\nobligations hereunder or substitute any such pledgee or assignee for such Lender\nas a party hereto.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -103-\n\n          SECTION 9.05.  Survival.  All covenants, agreements, representations\n                         --------\nand warranties made by the Loan Parties in the Loan Documents and in the\ncertificates or other instruments delivered in connection with or pursuant to\nthis Agreement or any other Loan Document shall be considered to have been\nrelied upon by the other parties hereto and shall survive the execution and\ndelivery of the Loan Documents and the making of any Loans and issuance of any\nLetters of Credit, regardless of any investigation made by any such other party\nor on its behalf and notwithstanding that the Administrative Agent, any Issuing\nBank or any Lender may have had notice or knowledge of any Default or incorrect\nrepresentation or warranty at the time any credit is extended hereunder, and\nshall continue in full force and effect as long as the principal of or any\naccrued interest on any Loan or any fee or any other amount payable under this\nAgreement is outstanding and unpaid or any Letter of Credit is outstanding and\nso long as the Commitments have not expired or terminated. The provisions of\nSections 2.15, 2.16, 2.17, 9.03 and 9.14 and Article VIII shall survive and\nremain in full force and effect regardless of the consummation of the\ntransactions contemplated hereby, the repayment of the Loans, the expiration or\ntermination of the Letters of Credit and the Commitments or the termination of\nthis Agreement or any provision hereof.\n\n          SECTION 9.06.  Counterparts; Integration; Effectiveness.  This\n                         ----------------------------------------\nAgreement may be executed in counterparts (and by different parties hereto on\ndifferent counterparts), each of which shall constitute an original, but all of\nwhich when taken together shall constitute a single contract. This Agreement,\nthe other Loan Documents and any separate letter agreements with respect to fees\npayable to the Administrative Agent constitute the entire contract among the\nparties relating to the subject matter hereof and supersede any and all previous\nagreements and understandings, oral or written, relating to the subject matter\nhereof. Except as provided in Section 4.01, this Agreement shall become\neffective when it shall have been executed by the Administrative Agent and when\nthe Administrative Agent shall have received counterparts hereof which, when\ntaken together, bear the signatures of each of the other parties hereto required\nunder Section 4.01(a) to execute this Agreement, and thereafter shall be binding\nupon and inure to the benefit of the parties hereto and their respective\nsuccessors and assigns. Delivery of an executed counterpart of a signature page\nof this Agreement by telecopy shall be effective as delivery of a manually\nexecuted counterpart of this Agreement.\n\n          SECTION 9.07.  Severability.  Any provision of this Agreement held to\n                         ------------\nbe invalid, illegal or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such invalidity, illegality or\nunenforceability without affecting the validity, legality and enforceability of\nthe remaining provisions hereof; and the invalidity of a particular provision in\na particular jurisdiction shall not invalidate such provision in any other\njurisdiction.\n\n          SECTION 9.08.  Right of Setoff.  If an Event of Default under\n                         ---------------\nparagraph (a) or (b) of Article VII shall have occurred and be continuing, each\nLender and each of its Affiliates is hereby authorized at any time and from time\nto time, to the fullest extent permitted by law, to set off and apply any and\nall deposits (general or special, time or demand, provisional or final) at any\ntime held and other obligations at any time owing by such Lender or Affiliate to\nor for the credit or the account of either Borrower against any of and all the\nobligations of such Borrower \n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -104-\n\nnow or hereafter existing under this Agreement held by such Lender, irrespective\nof whether or not such Lender shall have made any demand under this Agreement\nand although such obligations may be unmatured. The rights of each Lender under\nthis Section are in addition to other rights and remedies (including other\nrights of setoff) which such Lender may have.\n\n          SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of\n                         --------------------------------------------------\nProcess.\n-------\n\n          (a)  Governing Law.  This Agreement shall be construed in accordance\n               -------------                                                  \nwith and governed by the law of the State of New York.\n\n          (b)  Submission to Jurisdiction.  Each of Limited and each Borrower\n               --------------------------                                    \nhereby irrevocably and unconditionally submits, for itself and its property, to\nthe nonexclusive jurisdiction of the Supreme Court of the State of New York\nsitting in New York County and of the United States District Court of the\nSouthern District of New York, and any appellate court from any thereof, in any\naction or proceeding arising out of or relating to any Loan Document, or for\nrecognition or enforcement of any judgment, and each of the parties hereto\nhereby irrevocably and unconditionally agrees that all claims in respect of any\nsuch action or proceeding may be heard and determined in such New York State or,\nto the extent permitted by law, in such Federal court.  Each of the parties\nhereto agrees that a final judgment in any such action or proceeding shall be\nconclusive and may be enforced in other jurisdictions by suit on the judgment or\nin any other manner provided by law.  Nothing in this Agreement or any other\nLoan Document shall affect any right that the Administrative Agent, any Issuing\nBank or any Lender may otherwise have to bring any action or proceeding relating\nto this Agreement or any other Loan Document against Limited, either Borrower or\nits properties in the courts of any jurisdiction.\n\n          (c)  Waiver of Venue.  Each of Limited and each Borrower hereby\n               ---------------                                           \nirrevocably and unconditionally waives, to the fullest extent it may legally and\neffectively do so, any objection which it may now or hereafter have to the\nlaying of venue of any suit, action or proceeding arising out of or relating to\nthis Agreement or any other Loan Document in any court referred to in paragraph\n(b) of this Section.  Each of the parties hereto hereby irrevocably waives, to\nthe fullest extent permitted by law, the defense of an inconvenient forum to the\nmaintenance of such action or proceeding in any such court.\n\n          (d)  Service of Process.  Each party to this Agreement irrevocably\n               ------------------                                           \nconsents to service of process in the manner provided for notices in Section\n9.01.  Nothing in this Agreement or any other Loan Document will affect the\nright of any party to this Agreement to serve process in any other manner\npermitted by law.\n\n          SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,\n                         --------------------\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A\nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR\nRELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS\nCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH\nPARTY \n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -105-\n\nHERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER\nPARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,\nIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\nACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER\nINTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND\nCERTIFICATIONS IN THIS SECTION.\n\n          SECTION 9.11.  Headings.  Article and Section headings and the Table\n                         --------\nof Contents used herein are for convenience of reference only, are not part of\nthis Agreement and shall not affect the construction of, or be taken into\nconsideration in interpreting, this Agreement.\n\n          SECTION 9.12.  Confidentiality.  Each of the Administrative Agent, the\n                         ---------------\nIssuing Banks and the Lenders agrees to maintain the confidentiality of the\nInformation (as defined below), except that Information may be disclosed (a) to\nits and its Affiliates' directors, trustees, officers, employees and agents,\nincluding accountants, legal counsel and other advisors (it being understood\nthat the Persons to whom such disclosure is made will be informed of the\nconfidential nature of such Information and instructed to keep such Information\nconfidential), (b) to the extent requested by any regulatory authority, (c) to\nthe extent required by applicable laws or regulations or by any subpoena or\nsimilar legal process, (d) to any other party to this Agreement, (e) in\nconnection with the exercise of any remedies hereunder or any suit, action or\nproceeding relating to this Agreement or any other Loan Document or the\nenforcement of rights hereunder or thereunder, (f) subject to an agreement\ncontaining provisions substantially the same as those of this Section, to (i)\nany assignee of or Participant in, or any prospective assignee of or Participant\nin, any of its rights or obligations under this Agreement or (ii) any direct or\nindirect contractual counterparty in Hedging Agreements or other swap agreements\nrelating to GCHL or GCNA and their obligations or such contractual\ncounterparty's professional advisor, (g) with the consent of Limited, GCHL or\nGCNA or (h) to the extent such Information (i) becomes publicly available other\nthan as a result of a breach of this Section or (ii) becomes available to the\nAdministrative Agent, any Issuing Bank or any Lender on a nonconfidential basis\nfrom a source other than Limited, GCHL or GCNA.\n\n          For the purposes of this Section, \"Information\" means all information\n                                             -----------                       \nreceived from Limited, GCHL or GCNA relating to Limited or either Borrower or\nits business, other than any such information that is available to the\nAdministrative Agent, any Issuing Bank or any Lender on a nonconfidential basis\nprior to disclosure by Limited, GCHL or GCNA.  Any Person required to maintain\nthe confidentiality of Information as provided in this Section shall be\nconsidered to have complied with its obligation to do so if such Person has\nexercised the same degree of care to maintain the confidentiality of such\nInformation as such Person would accord to its own confidential information.\n\n          SECTION 9.13.  Interest Rate Limitation.  Notwithstanding anything\n                         ------------------------\nherein to the contrary, if at any time the interest rate applicable to any Loan,\ntogether with all fees, charges and other amounts which are treated as interest\non such Loan under applicable law (collectively \n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -106-\n\nthe \"Charges\"), shall exceed the maximum lawful rate (the \"Maximum Rate\") which\n     -------                                               ------------        \nmay be contracted for, charged, taken, received or reserved by the Lender\nholding such Loan in accordance with applicable law, the rate of interest\npayable in respect of such Loan hereunder, together with all Charges payable in\nrespect thereof, shall be limited to the Maximum Rate and, to the extent lawful,\nthe interest and Charges that would have been payable in respect of such Loan\nbut were not payable as a result of the operation of this Section shall be\ncumulated and the interest and Charges payable to such Lender in respect of\nother Loans or periods shall be increased (but not above the Maximum Rate\ntherefor) until such cumulated amount, together with interest thereon at the\nFederal Funds Effective Rate to the date of repayment, shall have been received\nby such Lender.\n\n          SECTION 9.14.  Conversion of Currencies.\n                         ------------------------\n\n          (a)  Rate of Exchange.  If, for the purpose of obtaining judgment in\n               ----------------                                               \nany court, it is necessary to convert a sum due hereunder or under any other\nLoan Document in dollars into another currency, the parties hereto agree, to the\nfullest extent that they may legally and effectively do so, that the rate of\nexchange used shall be that at which in accordance with normal banking\nprocedures the Administrative Agent could purchase dollars with such other\ncurrency in New York, New York, on the Business Day immediately preceding the\nday on which final judgment is given.\n\n          (b)  Limitation on Discharge.  The obligations of Limited, GCHL, GCNA\n               -----------------------                                         \nand the other Loan Parties in respect of any sum due to the Administrative\nAgent, any Lender or any Issuing Bank hereunder or under any other Loan Document\nin dollars shall, to the extent permitted by applicable law, notwithstanding any\njudgment in a currency other than dollars, be discharged only to the extent that\non the Business Day following receipt of any sum adjudged to be so due in the\njudgment currency, the Administrative Agent, such Lender or such Issuing Bank\nmay in accordance with normal banking procedures purchase dollars in the amount\noriginally due to the Administrative Agent, such Lender or such Issuing Bank\nwith the judgment currency.  If the amount of dollars so purchased is less than\nthe sum originally due to the Administrative Agent, such Lender or such Issuing\nBank, the Borrowers agree, as a separate obligation and notwithstanding any such\njudgment, to indemnify the Administrative Agent, such Lender or any Issuing Bank\nagainst the resulting loss.\n\n          SECTION 9.15.  Waiver of Certain Defaults.  Any event or condition\n                         --------------------------\nthat results or has resulted in a Default or Event of Default under the Existing\nCredit Agreement as in effect immediately prior to the effectiveness of the\namendment and restatement of the Existing Credit Agreement provided for herein,\nis hereby waived to the extent that such event or condition would not constitute\na Default or Event of Default under this Agreement after such effectiveness.\n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -107-\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed by their respective authorized officers as of the day and year\nfirst above written.\n\n                                   GLOBAL CROSSING LTD.                        \n                                                                               \n                                                                               \n                                   By: \/s\/ Dan J. Cohrs                        \n                                       ------------------------------\n                                    Title: Chief Financial Officer        \n                                                                               \n                                                                               \n                                   GLOBAL CROSSING HOLDINGS LTD.               \n                                                                               \n                                                                               \n                                   By: \/s\/ Ian McLean                         \n                                       ------------------------------\n                                    Title: Senior Vice President              \n                                                                               \n                                                                               \n                                   GLOBAL CROSSING NORTH AMERICA, INC.         \n                                                                               \n                                                                               \n                                   By: \/s\/ James Dole                          \n                                       ------------------------------\n                                    Title: Senior Vice President and Treasurer\n                                                                               \n                                                                               \n                                   THE CHASE MANHATTAN BANK, individually      \n                                    and as Administrative Agent                \n                                                                               \n                                                                               \n                                   By: \/s\/ Marian N. Schulman                  \n                                       ------------------------------\n                                    Title: Vice President                      \n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -108-\n\n                                   GOLDMAN SACHS CREDIT PARTNERS L.P.,        \n                                    individually and as Syndication Agent     \n                                                                              \n                                                                              \n                                   By: \/s\/ Mark Denatale                      \n                                       --------------------------------\n                                    Title: Authorized Signatory              \n                                                                              \n                                                                              \n                                   CITICORP USA, INC., individually and as    \n                                    Co-Documentation Agent                    \n                                                                              \n                                                                              \n                                   By: \/s\/ Suneet Gupta                       \n                                       --------------------------------\n                                    Title: Vice President                    \n                                                                              \n                                                                              \n                                   MERRILL LYNCH CAPITAL CORPORATION,         \n                                    individually and as Co-Documentation Agent\n                                                                              \n                                                                              \n                                   By: \/s\/ Carol J.E. Feeley                  \n                                       --------------------------------\n                                    Title: Vice President                    \n                                                                              \n                                                                              \n                                   REVOLVING CREDIT LENDERS                   \n                                   ------------------------                   \n                                                                              \n                                   ABN AMRO BANK, N.V.                        \n                                                                              \n                                                                              \n                                   By: \/s\/ David Carrington                   \n                                       --------------------------------\n                                    Title: Group Vice President                \n                                                                              \n                                   By: \/s\/ Thomas Cha                         \n                                       --------------------------------\n                                   Title: Corporate Banking Officer            \n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -109-\n\n                              BHF (USA) CAPITAL CORPORATION              \n                                                                         \n                                                                         \n                              By: \/s\/ Richard Cameron                    \n                                  ------------------------------------   \n                               Title: Vice President                     \n                                                                         \n                              By: \/s\/ Nancy M. Ho                        \n                                  ------------------------------------   \n                               Title: Associate                          \n                                                                         \n                                                                         \n                              BANK LEUMI USA                             \n                                                                         \n                                                                         \n                              By______________________________________   \n                               Name:                                     \n                                Title:                                   \n                                                                         \n                                                                         \n                              BANK OF AMERICA, N.A.                      \n                                                                         \n                                                                         \n                              By: \/s\/ Derrick Bell                       \n                                  ------------------------------------\n                               Title: Vice President                     \n                                                                         \n                                                                         \n                              BANK OF CHINA, NEW YORK BRANCH             \n                                                                         \n                                                                         \n                              By: \/s\/ Guoping Zhang                      \n                                 -------------------------------------\n                               Title: Deputy General Manager             \n                                                                         \n                                                                         \n                              BANK OF HAWAII                             \n                                                                         \n                                                                         \n                              By: \/s\/ Luke Yeh                           \n                                  ------------------------------------\n                               Title: Vice President                     \n                                                                         \n                              BANK OF MONTREAL    \n\n\n                              By: \/s\/ W.T. Calder\n                                  ------------------------------------\n                               Title: Managing Director\n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -110-\n\n                              THE BANK OF NOVA SCOTIA\n\n\n                              By: \/s\/ Vincent J. Fitzgerald, Jr.\n                                  -------------------------------------\n                               Title: Authorized Signatory\n\n\n                              THE BANK OF SCOTLAND                    \n                                                                           \n                                                                           \n                              By: \/s\/ Stuart Gibson                   \n                                  -------------------------------------\n                               Title: Director, Telecoms &amp; Media      \n                                                                           \n                                                                           \n                              THE BANK OF TOKYO-MITSUBISHI, LTD       \n                                                                           \n                                                                           \n                              By: \/s\/ Michael Deadder                 \n                                  -------------------------------------\n                               Title: Vice President                   \n                                                                           \n                                                                           \n                              BANK ONE, NA                            \n                                                                           \n                                                                           \n                              By: \/s\/ Curtis R. Worthington           \n                                 --------------------------------------\n                               Title: Corporate Banking Officer       \n                                                                           \n                                                                           \n                              BANK UNITED                             \n                                                                           \n                                                                           \n                              By_______________________________________\n                               Name:                                   \n                               Title:                                  \n                                                                           \n\n                              BANQUE WORMS CAPITAL CORP               \n                                                                           \n                                                                           \n                              By_______________________________________\n                               Name:                                   \n                               Title:                                  \n                                   \n                               Credit Agreement\n                               ----------------\n\n \n                                     -111-\n\n                                   BARCLAYS BANK PLC                       \n                                                                           \n                                                                           \n                                   By: \/s\/ Timothy C. Harrington           \n                                       ------------------------------\n                                   Title: Director                          \n\n                                   BAYERISCHE HYPO-UND VEREINSBANK AG, NEW \n                                   YORK BRANCH\n\n\n                                   By: \/s\/ Eric N. Pelletier\n                                       ------------------------------\n                                    Title: Director\n\n                                   By: \/s\/ Ivana Albanese-Rizzo\n                                       ------------------------------\n                                    Title: Director\n\n\n                                   BAYERISCHE LANDESBANK GIROZENTRALE\n\n\n                                   By: \/s\/ Alexander Kohnert\n                                       ------------------------------\n                                    Title: First Vice President\n\n                                   By: \/s\/ Cornelia Wintergerst\n                                       ------------------------------\n                                    Title: Vice President\n\n\n                                   CHANG HWA COMMERCIAL BANK, LTD.,\n                                   NEW YORK BRANCH\n\n\n                                   By: \/s\/ Wan-tu Yeh\n                                       ------------------------------\n                                    Title: SVP &amp; General Manager\n\n\n                                   CIBC INC.\n\n \n                                   By: \/s\/ George Knight\n                                       ------------------------------\n                                    Title: Managing Director\n\n                               Credit Agreement\n                               ----------------\n\n \n                                     -112-\n\n                                   CITICORP USA INC.\n                                                    \n                                                    \n                                   By: \/s\/ Suneet Gupta                      \n                                       -------------------------------\n                                    Title: Vice President                    \n                                                     \n                       \n                                   CITY NATIONAL BANK\n\n\n                                   By: \/s\/ Aaron Cohen                       \n                                       -------------------------------\n                                    Title: Vice President         \n                                                                  \n                                                                  \n                                   COBANK, ACB                    \n                                                                  \n                                                                  \n                                   By: \/s\/ Anita Youngblut                   \n                                       -------------------------------\n                                    Title: Vice President            \n                                   \n                                  \n                                   COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN\n                                   BANK B.A., \"RABOBANK INTERNATIONAL\", \n                                   NEW YORK BRANCH\n                                   \n                                   By: \/s\/ Alan E. McLintock                 \n                                       -------------------------------  \n                                    Title: Vice President            \n                                                                     \n                                   By: \/s\/ Edward Peyser\n                                       -------------------------------\n                                    Title: Executive Director   \n                                                                \n                                   CREDIT LYONNAIS NEW YORK BRANCH\n                                                                  \n                                                                  \n                                   By: \/s\/ John P. Judge                     \n                                       ------------------------------- \n                                    Title: Vice President \n                                                          \n                               Credit Agreement\n                               ----------------\n\n \n                                     -113-\n\n                                   THE DAI ICHI KANGYO BANK, LIMITED  \n                                                                      \n                                                                      \n                                   By: \/s\/ Alzan S. Ahmad                    \n                                       ----------------------------------- \n                                    Title: Assistant Vice President      \n                                                                        \n                                                                        \n                                   DEUTSCHE BANK AG, New York           \n                                    and\/or Cayman Islands Branches           \n                                    \n                                    \n                                   By: \/s\/ Alexander Richardz                \n                                       -----------------------------------\n                                    Title: Associate                     \n                                            \n                                   By: \/s\/ Sangita Gupte                     \n                                       -----------------------------------\n                                    Title: Associate                      \n\n                                                                          \n                                   DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN\n                                   BRANCHES\n                                           \n                                   By: \/s\/ Jane A. Majeski                   \n                                       -----------------------------------\n                                   Title: First Vice President            \n                                                                          \n                                   By: \/s\/ Brian E. Haughney                 \n                                       -----------------------------------\n                                   Title: Assistant Vice President\n                                                                          \n                                                                          \n\n                                   ERSTE BANK                             \n                                                                          \n                                   By: \/s\/ John Fay     \n                                       -----------------------------------\n                                    Title: Assistant Vice President       \n                                                                          \n                                   By: \/s\/ John S. Runnion                   \n                                       ----------------------------------- \n                                    Title: First Vice President            \n                                                                           \n                                        \n\n                                   FIRST UNION NATIONAL BANK  \n\n\n                                   By: \/s\/ Mark L. Cook                     \n                                       -----------------------------------\n                                    Title: Senior Vice President         \n                                                                         \n                               Credit Agreement\n                               ----------------\n\n \n                                     -114-\n\n                                   FLEET NATIONAL BANK                   \n                                                                         \n                                        \n                                   By: \/s\/ Barbara Agostini Keegan           \n                                       -------------------------------\n                                    Title: Vice President    \n                                        \n\n                                   GENERAL ELECTRIC CAPITAL CORPORATION \n                                                                        \n                                                                        \n                                   By: \/s\/ Karl Kieffer\n                                       -------------------------------\n                                    Title: Duly Authorized Signatory \n                                    \n\n                                   GULF INTERNATIONAL BANK           \n                                                                     \n                                             \n                                   By_________________________________\n                                    Name:      \n                                    Title:     \n                                               \n                                               \n                                   IBM CREDIT CORPORATION   \n                                                            \n                                                            \n                                   By: \/s\/ Thomas S. Curcio                  \n                                       -------------------------------\n                                    Title: Manager of Credit          \n                                                                      \n                                   \n                                   IKB DEUTSCHE INDUSTRIEBANK AG \n                                   LUXEMBOURG BRANCH\n                                   \n                                   \n                                   By_________________________________ \n                                    Name:                             \n                                    Title:                            \n\n                                   By_________________________________ \n                                    Name:                             \n                                    Title:                          \n                                                                    \n                               Credit Agreement\n                               ----------------\n                               \n\n \n                                     -115-\n\n                                   THE INDUSTRIAL BANK OF JAPAN, LIMITED\n                                   \n                                   \n                                   By: \/s\/ William Kennedy                   \n                                       ----------------------------\n                                    Title: Senior Vice President          \n                                                                          \n\n                                   KBC BANK                               \n                                                                          \n                                    \n                                   By______________________________             \n                                    Name:                          \n                                    Title:                         \n                                                                   \n                                   By______________________________             \n                                    Name:                          \n                                    Title:                         \n\n\n                                   KREDITANSTALT FUER WIEDERAUFBAU   \n                                                                     \n\n                                   By: \/s\/ Dr. Rolf-Hans Gebauer             \n                                       ----------------------------\n                                    Title: Vice President        \n                                                                 \n \n                                   By: \/s\/ Michael Karb                      \n                                       ----------------------------\n                                    Title: Senior Project Manager  \n                                         \n                                         \n                                   MITSUBISHI TRUST &amp; BANKING\n                                                             \n                                     \n                                   By: \/s\/ Toshihiro Hayashi                 \n                                       ----------------------------\n                                    Title: Senior Vice President   \n                                                 \n                                                 \n                                   ROYAL BANK OF CANADA                      \n                                     \n                                     \n                                   By: \/s\/ Stephanie Babich                  \n                                       ---------------------------- \n                                   Title: Senior Manager            \n                                                                    \n                               Credit Agreement\n                               ----------------\n\n \n                                     -116-\n\n                                   TORONTO DOMINION (TEXAS), INC. \n                                                                  \n                                                                  \n                                   By: \/s\/ Ann S. Slanis                     \n                                       -----------------------------\n                                    Title: Vice President           \n\n                                                                    \n                                   \n                                   WESTLB, NEW YORK BRANCH                   \n                                   \n                                   \n                                   By: \/s\/ Julie Kim                         \n                                       -----------------------------\n                                    Title: Director                 \n\n                                                                    \n                                   By: \/s\/ Michael D. Peist                  \n                                       -----------------------------\n                                    Title:  Vice President         \n\n                               Credit Agreement\n                               ----------------\n\n \n                                                                SCHEDULE 1.01(a)\n\n\n                                   The LECs\n                                   --------\n\n\n                  [See definition of \"LECs\" in Section 1.01]\n\n\nDePue Communications, Inc.\nFairmount Cellular, Inc.\nFrontier Cable of Indiana, Inc.\nFrontier Cable of Mississippi, Inc.\nFrontier Cable of Wisconsin, Inc.\nFrontier Cellular of Alabama, Inc.\nFrontier Communications-Midland, Inc.\nFrontier Communications-Prairie, Inc.\nFrontier Communications-Schuyler, Inc.\nFrontier Communications-St. Croix, Inc.\nFrontier Communications-Alabama, Inc.\nFrontier Communications-AuSable Valley, Inc.\nFrontier Communications-Breezewood, Inc.\nFrontier Communications-Canton, Inc.\nFrontier Communications-DePue, Inc.\nFrontier Communications-Fairmount, Inc.\nFrontier Communications-Georgia, Inc.\nFrontier Communications-Illinois, Inc.\nFrontier Communications-Indiana, Inc.\nFrontier Communications-Iowa, Inc.\nFrontier Communications-Lakeside, Inc.\nFrontier Communications-Lakewood, Inc.\nFrontier Communications-Lamar County, Inc.\nFrontier Communications-Michigan, Inc.\nFrontier Communications-Minnesota, Inc.\nFrontier Communications-Mississippi, Inc.\nFrontier Communications-Mondovi, Inc.\nFrontier Communications-Mt. Pulaski, Inc.\nFrontier Communications-New York, Inc.\nFrontier Communications-Orion, Inc.\nFrontier Communications-Oswayo River, Inc.\nFrontier Communications-Pennsylvania, Inc.\nFrontier Communications-Rochester, Inc.\nFrontier Communications of Seneca-Gorham, Inc.\n\n                     Schedule 1.01(a) to Credit Agreement\n                     ------------------------------------\n\n \n                                      -2-\n\nFrontier Communications-Sylvan Lake, Inc.\nFrontier Communications of the South, Inc.\nFrontier Communications-Thorntown, Inc.\nFrontier Communications-Viroqua, Inc.\nFrontier Communications-Wisconsin, Inc.\nFrontier InfoServices Inc.\nFrontier Communications-Long Distance America, Inc.\nFrontier Subsidiary Telco, Inc.\nFrontier Telephone of Rochester, Inc.\nO.T. Cellular Telephone Company\nSchuyler Cellular, Inc.\n\n                     Schedule 1.01(a) to Credit Agreement\n                     ------------------------------------\n\n \n                                                                SCHEDULE 1.01(b)\n\n\n                  GCNA Subsidiaries that are not Loan Parties\n                  -------------------------------------------\n\n\nGlobal Crossing Local Services, Inc.\nGlobal Crossing Telemanagement, Inc.\n\n                     Schedule 1.01(b) to Credit Agreement\n                     ------------------------------------\n\n \n                                                                   SCHEDULE 2.01\n\n\n                                  Commitments\n                                  -----------\n\n\n                  [See definitions of \"Lenders\" and \"Revolving\n                      Credit Commitments\" in Section 1.01]\n\n\n\n     ------------------------------------------------------------------------------\n                            LENDERS                    Revolving Credit Commitments\n     ------------------------------------------------------------------------------\n                                                                         \n     The Chase Manhattan Bank                                   $52,000,000\n     ------------------------------------------------------------------------------\n     ABN AMRO Bank N.V.                                         $35,500,000\n     ------------------------------------------------------------------------------\n     BHF (USA) Capital Corporation                              $12,500,000        \n     ------------------------------------------------------------------------------\n     Bank Leumi USA                                             $ 7,500,000\n     ------------------------------------------------------------------------------\n     Bank of America, N.A.                                      $35,500,000\n     ------------------------------------------------------------------------------\n     Bank of China, New York Branch                             $ 2,500,000\n     ------------------------------------------------------------------------------\n     Bank of Hawaii                                             $ 7,500,000\n     ------------------------------------------------------------------------------\n     Bank of Montreal                                           $35,500,000\n     ------------------------------------------------------------------------------\n     The Bank of Nova Scotia                                    $12,500,000\n     ------------------------------------------------------------------------------\n     The Bank of Scotland                                       $12,500,000\n     ------------------------------------------------------------------------------\n     The Bank of Tokyo-Mitsubishi, Ltd.                         $25,000,000\n     ------------------------------------------------------------------------------\n     Bank One, NA                                               $20,000,000\n     ------------------------------------------------------------------------------\n     Bank United                                                $12,500,000\n     ------------------------------------------------------------------------------\n     Banque Worms Capital Corp.                                 $ 5,000,000\n     ------------------------------------------------------------------------------\n     Barclays Bank PLC                                          $17,000,000\n     ------------------------------------------------------------------------------\n     Bayerische Hypo-und Vereinsbank AG, New York                          \n     Branch                                                     $35,500,000\n     ------------------------------------------------------------------------------\n     Bayerische Landesbank Girozentrale                         $35,500,000\n     ------------------------------------------------------------------------------\n     Chang Hwa Commercial Bank, Ltd., New York                             \n     Branch                                                     $12,500,000\n     ------------------------------------------------------------------------------\n     CIBC INC.                                                  $47,000,000\n     ------------------------------------------------------------------------------\n     Citicorp USA Inc.                                          $47,000,000\n     ------------------------------------------------------------------------------\n     City National Bank                                         $ 5,000,000\n     ------------------------------------------------------------------------------\n     CoBank, ACB                                                $12,500,000\n     ------------------------------------------------------------------------------\n     Cooperatieve Centrale Raiffeisen-Boerenleenbank            $30,000,000\n     ------------------------------------------------------------------------------\n \n                                                                       \n                       Schedule 2.01 to Credit Agreement               \n                       ---------------------------------               \n\n \n                                      -2-\n\n\n\n     ---------------------------------------------------------------------------------\n                            LENDERS                       Revolving Credit Commitments\n     ---------------------------------------------------------------------------------\n                                                                            \n     B.A., \"Rabobank International\", New York Branch                               \n     ---------------------------------------------------------------------------------\n     Credit Lyonnais New York Branch                            $      35,500,000     \n     ---------------------------------------------------------------------------------\n     The Dai Ichi Kangyo Bank, Limited                          $      10,000,000     \n     ---------------------------------------------------------------------------------\n     Deutsche Bank AG, New York Branch and\/or Cayman            $      47,000,000     \n     Islands Branches                                                                 \n     ---------------------------------------------------------------------------------\n     Dresdner Bank AG, New York and Grand Cayman Branches       $      17,750,000     \n     ---------------------------------------------------------------------------------\n     Erste Bank                                                 $      12,500,000     \n     ---------------------------------------------------------------------------------\n     First Union National Bank                                  $      33,000,000     \n     ---------------------------------------------------------------------------------\n     Fleet National Bank                                        $      35,500,000     \n     ---------------------------------------------------------------------------------\n     General Electric Capital Corporation                       $      10,000,000     \n     ---------------------------------------------------------------------------------\n     Goldman Sachs Credit Partners, L.P.                        $      15,000,000     \n     ---------------------------------------------------------------------------------\n     Gulf International Bank                                    $       7,500,000     \n     ---------------------------------------------------------------------------------\n     IBM Credit Corporation                                     $      34,000,000     \n     ---------------------------------------------------------------------------------\n     IKB Deutsche Industriebank AG Luxembourg Branch            $       7,500,000     \n     ---------------------------------------------------------------------------------\n     The Industrial Bank of Japan, Limited                      $      35,500,000     \n     ---------------------------------------------------------------------------------\n     KBC Bank                                                   $      12,500,000     \n     ---------------------------------------------------------------------------------\n     Kreditanstalt Fuer Wiederaufbau                            $      26,250,000     \n     ---------------------------------------------------------------------------------\n     Merrill Lynch Capital Corporation                          $      27,500,000     \n     ---------------------------------------------------------------------------------\n     Mitsubishi Trust and Banking Corporation                   $      17,500,000     \n     ---------------------------------------------------------------------------------\n     Royal Bank of Canada                                       $      35,500,000     \n     ---------------------------------------------------------------------------------\n     Toronto Dominion (Texas), Inc.                             $      26,500,000     \n     ---------------------------------------------------------------------------------\n     WestLB, New York Branch                                    $      35,500,000     \n     ---------------------------------------------------------------------------------\n     Total                                                      $1,000,000,000.00     \n     ---------------------------------------------------------------------------------\n\n\n                       Schedule 2.01 to Credit Agreement\n                       ---------------------------------\n\n \n                                                                   SCHEDULE 3.12\n\n                          Subsidiaries and Collateral\n                          ---------------------------\n\n\n                              [See Section 3.12]\n\n                                 Subsidiaries\n                                 ------------\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                               \nALC Communications Corporation  (DE)                (R)       Yes          G         No     \nAmeritel Management, Inc. (British Columbia)        (R)        No         No         No     \nAsia Global Crossing Asia Pacific Commercial        (U)        No         No         No     \n Ltd. (Hong Kong)                                                                           \nAsia Global Crossing Asia Pacific Limited           (U)        No         No         No     \n (Hong Kong)                                                                                \nAsia Global Crossing Development Company (US)       (U)        No         No         No     \nAsia Global Crossing Holdings Ltd. (Bermuda)        (U)        No         No         No     \nAsia Global Crossing Hong Kong Limited (Hong        (U)        No         No         No     \n Kong)                                                                                      \nAsia Global Crossing Japan Corporation (Japan)      (U)        No         No         No     \nAsia Global Crossing Ltd. (Bermuda)                 (U)        No         No         No     \nAtlantic Crossing Holdings Ltd. (Bermuda)           (R)       Yes          G         P        Global Crossing Holdings Ltd.\/1\/\nAtlantic Crossing Holdings U.K. Limited (UK)        (R)       Yes          G         P            Atlantic Crossing Ltd.\/3\/\nAtlantic Crossing Ltd. (Bermuda)                    (R)       Yes          G         P       Atlantic Crossing Holdings Ltd.\/1\/\nAtlantic Crossing II Ltd. (Bermuda)                 (R)       Yes          G         P       Atlantic Crossing Holdings Ltd.\/1\/\n \n\n________________________\n\n\/1\/  See Annex I for pledge agreement corresponding to footnote numbers.\n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -2-\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                                       \nBudget Call Long Distance, Inc.  (DE)               (U)         No        No         No     \nBusiness Networks of New York, Inc.  (DE)           (U)         No        No         No     \nBusiness Telemanagement, Inc. (CA)                  (R)        Yes         G         No     \nDePue Communications, Inc.  (IL)                    (R)         No        No         No     \nEAC UK Holdings Ltd. (UK)                           (U)         No        No         No     \nEast Asia Crossing Japan YK (Japan)                 (U)         No        No         No     \nEast Asia Crossing Ltd.  (Bermuda)                  (U)         No        No         No     \nFairmount Cellular, Inc. (GA)                       (R)         No        No         No     \nFrontier Cable of Indiana, Inc. (IN)                (R)         No        No         No     \nFrontier Cable of Mississippi, Inc. (MS)            (R)         No        No         No     \nFrontier Cable of Wisconsin, Inc. (WI)              (R)         No        No         No     \nFrontier Cellular of Alabama Inc. (AL)              (R)         No        No         No     \nFrontier Communications-Alabama, Inc. (AL)          (R)         No        No         No      \nFrontier Communications-AuSable Valley Inc.         (R)         No        No         No\n (NY)                                                                       \nFrontier Communications-Breezewood, Inc. (PA)       (R)         No        No         No  \nFrontier Communications-Canton, Inc. (PA)           (R)         No        No         No  \nFrontier Communications-DePue, Inc. (IL)            (R)         No        No         No  \nFrontier Communications-Fairmount, Inc. (GA)        (R)         No        No         No  \nFrontier Communications-Georgia, Inc. (GA)          (R)         No        No         No  \nFrontier Communications-Illinois, Inc. (IL)         (R)         No        No         No  \nFrontier Communications-Indiana, Inc. (IN)          (R)         No        No         No  \nFrontier Communications-Iowa, Inc. (IA)             (R)         No        No         No   \n  \n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -3-\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                              \nFrontier Communications-Lakeside, Inc. (IL)         (R)        No         No         No\nFrontier Communications-Lakewood, Inc. (PA)         (R)        No         No         No\nFrontier Communications-Lamar County, Inc.          (R)        No         No         No\n (AL)                                                                                 \nFrontier Communications-Michigan, Inc. (MI)         (R)        No         No         No\nFrontier Communications-Midland, Inc.  (IL)         (R)        No         No         No\nFrontier Communications-Minnesota Inc. (MN)         (R)        No         No         No\nFrontier Communications-Mississippi, Inc. (MS)      (R)        No         No         No\nFrontier Communications-Mondovi, Inc. (WI)          (R)        No         No         No\nFrontier Communications-Mt. Pulaski, Inc.           (R)        No         No         No\n (IL)                                                                                 \nFrontier Communications-New York, Inc. (NY)         (R)        No         No         No\nFrontier Communications of America (DE)             (R)        No         No         No\n (f\/k\/a Frontier Communications-Long Distance                                         \n of America, Inc.)                                                                    \nFrontier Communications of Rochester, Inc.          (R)        No         No         No\n (DE)                                                                                 \nFrontier Communications of Seneca-Gorham,           (R)        No         No         No\n Ltd. (NY)                                                                            \nFrontier Communications of the South, Inc.          (R)        No         No         No\n (AL)                                                                                 \nFrontier Communications-Orion, Inc. (IL)            (R)        No         No         No\n \n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -4-\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                            \nFrontier Communications-Oswayo River, Inc.          (R)        No        No          No\n (PA)                                                                                  \nFrontier Communications-Pennsylvania, Inc.          (R)        No        No          No\n (PA)                                                                                  \nFrontier Communications-Prairie, Inc. (IL)          (R)        No        No          No\nFrontier Communications-Schuyler, Inc. (IL)         (R)        No        No          No\nFrontier Communications-St. Croix, Inc. (WI)        (R)        No        No          No\nFrontier Communications-Sylvan Lake Inc. (NY)       (R)        No        No          No\nFrontier Communications-Thorntown, Inc. (IN)        (R)        No        No          No\nFrontier Communications-Viroqua Inc. (WI)           (R)        No        No          No\nFrontier Communications-Wisconsin Inc. (WI)         (R)        No        No          No\nFrontier Information Technologies, Inc. (DE)        (R)       Yes         G          No\nFrontier InfoServices Inc. (DE) (f\/k\/a              (R)        No        G\/22\/       No\n Frontier Communications-InfoServices, Inc.)                                           \nFrontier Subsidiary Telco Inc. (DE)                 (R)        No        G\/22\/       No\nFrontier Telephone of Rochester, Inc. (NY)          (R)        No        No          No\nGC Dev. Co., Inc. (DE)                              (R)       Yes         G          P     Global Crossing Holdings USA Inc.\/1\/\nGC Landing Co. GmbH (Germany)                       (R)        No        No          No\nGC Pacific Landing Corp. (DE)                       (R)       Yes         G          P       Global Crossing Landing Holdings\n                                                                                                           Ltd.\/1\/\n \n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -5-\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                              \nGC Pan European Crossing Belgie B.V.B.A.             (R)        No        No         No\n (Belgium)                                                                             \nGC Pan European Crossing Danmark A.p.S.              (R)        No        No         No\n (Denmark)                                                                             \nGC Pan European Crossing Deutscheland GmbH           (R)        No        No         No\n (Germany)                                                                             \nGC Pan European Crossing Espana S.L. (Spain)         (R)        No        No         No\nGC Pan European Crossing France S.A.R.L.             (R)        No        No         No\n (France)                                                                              \nGC Pan European Crossing Holdings B.V.               (R)       Yes         G         P           GC Pan European Crossing\n (Netherlands)                                                                                  Luxembourg II S.a.r.l.\/18\/\nGC Pan European Crossing Italia s.r.l. (Italy)       (R)        No        No         No\nGC Pan European Crossing Luxembourg I                (R)       Yes         G         P       Global Crossing Holdings Ltd.\/21\/\n S.a.r.l. (Luxembourg)                                                                 \nGC Pan European Crossing Luxembourg II               (R)       Yes         G         P           GC Pan European Crossing\n S.a.r.l. (Luxembourg)                                                                           Luxembourg I S.a.r.l.\/21\/\nGC Pan European Crossing Nederland B.V.              (R)       Yes         G         P           GC Pan European Crossing \n (Netherlands)                                                                                        Holdings B.V.\/19\/\nGC Pan European Crossing Osterreich GmbH             (R)        No        No         No\n (Austria)                                                                             \nGC Pan European Crossing Switzerland GmbH            (R)        No        No         No\n (Swiss)                                                                               \nGC Pan European Crossing UK Limited (UK)             (R)       Yes         G         P           GC Pan European Crossing \n                                                                                                      Holdings B.V.\/9\/\nGC Pan European Norge AS (Norway)                    (R)        No        No         No\nGC Pan European Sverige AB (Sweden)                  (R)        No        No         No\nGC SAC Argentina S.R.L. (Argentina)                  (R)        No        No         No\nG.C. St. Croix Co. (USVI)                            (R)       Yes         G         P        Global Crossing Network Center\n                                                                                                          Ltd.\/1\/\nGC UK Holding Ltd. (UK)                              (R)       Yes         G         P       Global Crossing Holdings Ltd.\/4\/\n \n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -6-\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                             \nGCT Pacific Holdings, Ltd.  (Bermuda)               (U)        No         No         No \nGeneral Offshore (UK) Limited (UK)                  (U)        No         No         No \nGlobal Crossing Advanced Card Services, Inc.        (R)       Yes          G         No \n (IA) (f\/k\/a Frontier Advanced Service                                                  \n Technologies, Inc.)                                                                    \nGlobal Crossing Asia Holdings Ltd. (Bermuda)        (U)        No         No         No \nGlobal Crossing Bandwidth, Inc. (CA)                (R)        No         No         No \nGlobal Crossing (Bidco) Limited (UK)                (U)        No         No         No \nGlobal Crossing Billing, Inc.  (MI) (f\/k\/a          (R)       Yes          G         No \n Frontier Billing Corp.)                                                                \nGlobal Crossing Communications International        (U)        No         No         No \n Limited (UK)                                                                           \nGlobal Crossing Conferencing-Canada, Ltd.           (R)        No         No         No \n (Canada)                                                                               \nGlobal Crossing Conferencing Limited (UK)           (R)       Yes          G         No \nGlobal Crossing Development Co. (DE)                (R)       Yes          G         P                Global Crossing\n                                                                                                    Holdings USA Inc.\/1\/\nGlobal Crossing Employee Services, Inc. (DE)        (R)       Yes          G         P      Global Crossing Holdings USA Inc.\/1\/\nGlobal Crossing Europe Limited  (UK)                (R)       Yes          G         P                Global Crossing\n                                                                                                 Holdings U.K. Limited\/11\/\nGlobal Crossing GlobalCenter Holdings, Inc.         (U)        No         No         P       ALC Communications Corporation\/2\/\n (DE)                                                                                   \nGlobal Crossing (Holdco) Limited (UK)               (U)        No         No         No \nGlobal Crossing Holdings Ltd. (Bermuda)             (R)       Yes          G         No \nGlobal Crossing Holdings II Ltd. (Bermuda)          (U)        No         No         No \nGlobal Crossing Holdings U.K. Limited               (R)       Yes          G         P                Global Crossing\n (UK)                                                                                              International Ltd.\/7\/\nGlobal Crossing Holdings USA Inc. (DE)              (R)       Yes          G         P                Global Crossing\n                                                                                                  Holdings U.K. Limited\/1\/\n \n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -7-\n\n\n\n                                                                                   Is its   \n                                                 Restricted   Loan                 stock               Stock pledged\n   Subsidiary\/ Jurisdiction of Organization        or Not    Party?   Guarantor   pledged?           by which entity?\/1\/\n   ----------------------------------------        ------    ------   ---------   --------           -------------------\n                                                                              \nGlobal Crossing Intellectual Property Ltd.          (R)       Yes          G         P            Global Crossing Ltd.\/1\/\n (Bermuda)                                                                              \nGlobal Crossing Intermediate UK Holdings            (R)       Yes          G         P       Global Crossing Holdings Ltd.\/12\/\n Limited (UK)                                                                           \nGlobal Crossing International, Ltd. (Bermuda)       (R)       Yes          G         P       Global Crossing Holdings Ltd.\/1\/\nGlobal Crossing Internet Dial-Up, Inc. (DE)         (R)       Yes          G         No \nGlobal Crossing Ireland Limited (formerly           (R)       Yes          G         P           GC Pan European Crossing\n Danbytec, Ltd.) (Ireland)                                                                    Luxembourg II S.a.r.l.\/ Global\n                                                                                             Crossing Holdings Ltd.\/14\/,\/16\/\nGlobal Crossing Japan Corporation (Japan)           (U)        No         No         No  \nGlobal Crossing Landing Holdings Ltd.               (R)       Yes          G         P       Global Crossing Holdings Ltd.\/1\/\n (Bermuda)                                                                               \nGlobal Crossing Landing Mexicana, S. de R.L.        (U)        No         No         No  \n de C.V. (Mexico)                                                                        \nGlobal Crossing Local Services, Inc. (MI)           (R)        No         No         No  \nGlobal Crossing Ltd. (Bermuda)                      (R)       Yes          G         No  \nGlobal Crossing Management Services, Inc.           (R)       Yes          G         No  \n (DE) (f\/k\/a Frontier International                                                      \n Management Corp.)                                                                       \nGlobal Crossing Marketing (UK) Limited              (R)       Yes          G         P                Global Crossing\n (UK)                                                                                            Holdings U.K. Limited\/11\/\nGlobal Crossing Mexicana S. de R.L. de C.V.         (R)        No         No         No  \n (Mexico)                                                                                \nGlobal Crossing Network Center Ltd. (Bermuda)       (R)       Yes          G         P       Global Crossing Holdings Ltd.\/1\/\nGlobal Crossing Network Center (UK) Ltd.            (R)       Yes          G         P        Global Crossing Network Center\n (UK)                                                                                                     Ltd.\/5\/\nGlobal Crossing North America, Inc. (NY)            (R)       Yes          G         P            Global Crossing Ltd.\/1\/\n (f\/k\/a Frontier Corp.)\n \n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -8-\n\n\n\n                                                                       Guar-    Is its  \n                                                Restricted     Loan    -----    stock                    Stock pledged          \n   Subsidiary\/ Jurisdiction of Organization       or Not      Party?   antor   pledged?                by which entity\/1\/         \n   ----------------------------------------       ------      ------   -----   --------                ----------------\n                                                                               \nGlobal Crossing North America Networks, Inc.       (R)          No       No        No\n (DE)                                                                           \n                                                                                \nGlobal Crossing Panama Inc. (SA) (Panama)          (R)          No       No        No\n                                                                                \nGlobal Crossing Services Europe Limited            (R)         Yes        G        P             GC Pan European Crossing\n (Ireland)                                                                                    Luxembourg II S.a.r.l.\/ Global\n                                                                                               Crossing Holdings Ltd.\/15\/,\/16\/\n\nGlobal Crossing Services Ireland Limited           (R)         Yes        G        P          Global Crossing Services Europe\n (Ireland)                                                                                             Limited\/13\/, \/16\/\n                                                                                \nGlobal Crossing Servicios, S. de R.L. de C.V.      (R)          No       No        No\n (Mexico)                                                                       \n                                                                                \nGlobal Crossing Telecommunications-Canada,         (R)          No       No        No\n Ltd.  (Ontario)                                                                \n                                                                                \nGlobal Crossing Telecommunications, Inc.  (MI)     (R)          No       No        No\nGlobal Crossing Telemanagement, Inc. (WI)          (R)          No       No        No\n                                                                                \nGlobal Crossing Telemanagement VA, LLC (VA)        (U)          No       No        No\n                                                                                \nGlobal Crossing (UK) Internet Services             (U)          No       No        No\n Limited (UK)                                                                   \n                                                                                \nGlobal Crossing (UK) Telecommunications            (U)          No       No        No\n Limited (UK)                                                                   \n                                                                                \nGlobal Crossing (UK) Telecommunications            (U)          No       No        No\n Networks Limited (UK)                                                          \n                                                                                \nGlobal Crossing USA Inc. (DE)                      (R)         Yes        G        P                  Global Crossing\n                                                                                                    Holdings USA Inc.\/1\/\nGlobal Crossing Ventures, Inc. (DE)                (R)         Yes        G        No\n                                                                                \nGlobal Marine (Americas) Systems  (DE)             (R)          No       No        No\n \n\n                       Schedule 3.12 to Creidt Agreement\n                       ---------------------------------\n\n \n                                      -9-\n\n\n\n                                                                       Guar-    Is its  \n                                                Restricted     Loan    -----    stock                    Stock pledged          \n   Subsidiary\/ Jurisdiction of Organization       or Not      Party?   antor   pledged?                by which entity\/1\/         \n   ----------------------------------------       ------      ------   -----   --------                ----------------\n                                                                                \nGlobal Marine Systems (Bermuda) Limited            (R)          No       No       No\n (Bermuda)                                                                     \n                                                                               \nGlobal Marine Systems (Depots) Ltd. (Canada)       (R)          No       No       No\n                                                                               \nGlobal Marine Systems (Federal) Inc. (DE)          (R)          No       No       No\n                                                                               \nGlobal Marine Systems (Guernsey) Limited           (R)          No       No       No\n (Guernsey, C.I.)                                                              \n                                                                               \nGlobal Marine Systems (Investments) Ltd. (UK)      (R)          No       No       No\n                                                                               \nGlobal Marine Systems (Japan) Ltd. (Japan)         (R)          No       No       No\n                                                                               \nGlobal Marine Systems Ltd. (UK)                    (R)          No       No       No\n                                                                               \nGlobal Marine Systems Pension Trustee Limited      (R)          No       No       No\n (UK)                                                                \n                                                                     \nGlobal Submarine Cable Pte Limited (Singapore)     (R)          No       No       No\n                                                                     \nGlobalCenter Holding Co. (DE)                      (U)          No       No       No\n                                                                     \nGlobalCenter Inc.  (DE)                            (U)          No       No       No\n(f\/k\/a Frontier GlobalCenter Inc.)                                   \n                                                                     \nGlobalCenter Japan Corporation (Japan)             (U)          No       No       No\n                                                                     \nGlobalCenter Pty. Ltd.   (Australia)               (U)          No       No       No\n                                                                     \nGlobalCenter UK Limited  (UK)                      (U)          No       No       No\nGMS Guernsey Pension Trustee Ltd. (Guernsey,       (R)          No       No       No\n C.I.)                                                               \n                                                                     \nGT Landing Corp. (DE)                              (R)         Yes        G       P            Atlantic Crossing Holdings U.K.\n                                                                                                            Ltd.\/1\/\nGT Landing II Corp.  (DE)                          (R)         Yes        G       No\n \n\n                       Schedule 3.12 to Creidt Agreement\n                       ---------------------------------\n\n \n                                      -10-\n\n\n\n                                                                       Guar-    Is its  \n                                                Restricted     Loan    -----    stock                    Stock pledged          \n   Subsidiary\/ Jurisdiction of Organization       or Not      Party?   antor   pledged?                by which entity\/1\/         \n   ----------------------------------------       ------      ------   -----   --------                ----------------\n                                                                                   \n    \nGT Netherlands B.V. (Netherlands)                  (R)          Yes      G         P          Atlantic Crossing Holdings U.K.\n                                                                                                              Ltd.\/17\/\nGT U.K. Ltd. (UK)                                  (R)          Yes      G         P          Atlantic Crossing Holdings U.K.\n                                                                                                              Ltd.\/10\/\nHarmstrof Submarine Systems Sdn Bhd (Malaysia)     (R)           No     No         No\n                                                         \nHNG Corp.  (DE)                                    (U)           No     No         No\n                                                         \nInternational Exchange Network Corp. (DE)          (U)           No     No         No\n                                                         \nInternational Exchange Network GmbH  (Germany)     (U)           No     No         No\n                                                         \nInternational Exchange Networks (Hong Kong)        (U)           No     No         No\n Limited (Hong Kong)                                     \n                                                         \nInternational Exchange Networks (Mexico) S.A.      (U)           No     No         No\n de C.V. (Mexico)                                        \n                                                         \nInternational Exchange Network SAS (France)        (U)           No     No         No\n                                                         \nInternational Exchange Networks, Ltd. (DE)         (U)           No     No         No\n                                                         \nIPC Funding Corp. (DE)                             (U)           No     No         No\n                                                         \nIPC Information Systems Asia Pacific, Limited      (U)           No     No         No\n (Hong Kong)                                             \n                                                         \nIPC Information Systems Canada, Inc.  (Canada)     (U)           No     No         No\n                                                         \nIPC Information Systems Far East Inc.  (DE)        (U)           No     No         No\n                                                         \nIPC Information Systems, Inc. (DE)                 (U)           No     No         No\n                                                         \nIPC UK Holdings Limited (UK)                       (U)           No     No         No\n                                                         \nIPC UK SPC (UK)                                    (U)           No     No         No\n                                                         \nIXnet Australia Pty. Limited  (Australia)          (U)           No     No         No\n                                                         \nIXnet Brasil Comercio e Participacoes Ltda.        (U)           No     No         No\n (Brazil)                                                \n                                                         \nIXnet Hong Kong Ltd. (Hong Kong)                   (U)           No     No         No\n \n\n                       Schedule 3.12 to Creidt Agreement\n                       ---------------------------------\n\n \n                                      -11-\n\n\n\n                                                                       Guar-    Is its  \n                                                Restricted     Loan    -----    stock                    Stock pledged          \n   Subsidiary\/ Jurisdiction of Organization       or Not      Party?   antor   pledged?                by which entity\/1\/         \n   ----------------------------------------       ------      ------   -----   --------                ----------------\n                                                                             \nIXnet, Inc. (DE)                                   (U)          No       No       No\n                                                                                 \nIXnet Japan K.K.  (Japan)                          (U)          No       No       No\n                                                                                 \nIXnet Korea Ltd. (Korea)                           (U)          No       No       No\n                                                                                 \nIXnet (Singapore) Pte. Ltd. (Singapore)            (U)          No       No       No\n                                                                                 \nIXnet South Africa  (South Africa)                 (U)          No       No       No\n                                                                                 \nIXnet Telecommunications Japan K.K. (Japan)        (U)          No       No       No\n                                                                                 \nIXnet UK Limited  (UK)                             (U)          No       No       No\n                                                                                 \nMAC Landing Corp. (DE)                             (R)         Yes        G       P         Mid-Atlantic Crossing Holdings UK\n                                                                                                          Ltd.\/1\/\nMarine Investments Limited (UK)                    (R)          No       No       No\n                                                                                 \nMarine (Southampton) Ltd.                          (U)          No       No       No\n                                                                                 \nMetaclorin Investco, Inc. (DE)                     (U)          No       No       No\n                                                                                 \nMetaclorin Investment Partnership, LLC (DE)        (U)          No       No       No\n                                                                                 \nMid-Atlantic Crossing Holdings Ltd. (Bermuda)      (R)         Yes        G       P          Global Crossing Holdings Ltd.\/1\/\n                                                                                 \nMid-Atlantic Crossing Holdings UK Ltd. (UK)        (R)         Yes        G       P            Mid-Atlantic Crossing Ltd.\/8\/\n                                                                                 \nMid-Atlantic Crossing Ltd. (Bermuda)               (R)         Yes        G       P          Mid-Atlantic Crossing Holdings\n                                                                                                          Ltd.\/1\/\nMXnet, Inc. (DE)                                   (U)          No       No       No\n                                                                                 \nO.T. Cellular Telephone Company  (IL)              (R)          No       No       No\n                                                                                 \nPAC Landing Corp. (DE)                             (R)         Yes        G       P          Pan American Crossing UK Ltd.\/1\/\n                                                                                 \nPAC Panama Ltd. (Bermuda)                          (R)         Yes        G       P            Pan American Crossing Ltd.\/1\/\n                                                                                 \nPacific Crossing Holdings Ltd.  (Bermuda)          (U)          No       No       No\n                                                                                 \nPacific Crossing Ltd.  (Bermuda)                   (U)          No       No       No\n                                                                                 \nPacific Crossing UK Ltd. (UK)                      (U)          No       No       No\n \n\n                       Schedule 3.12 to Creidt Agreement\n                       ---------------------------------\n\n \n                                      -12-\n\n\n\n                                                                       Guar-    Is its  \n                                                Restricted     Loan    -----    stock                    Stock pledged          \n   Subsidiary\/ Jurisdiction of Organization       or Not      Party?   antor   pledged?                by which entity\/1\/         \n   ----------------------------------------       ------      ------   -----   --------                ----------------\n                                                                               \nPan American Crossing Holdings Ltd. (Bermuda)      (R)          Yes      G         P          Global Crossing Holdings Ltd.\/1\/\n                                                             \nPan American Crossing Landing B.V.                 (R)          Yes      G         P          Pan American Crossing UK Ltd.\/20\/\n (Netherlands)                                               \n                                                             \nPan American Crossing Ltd.  (Bermuda)              (R)          Yes      G         P          Pan American Crossing Holdings\n                                                                                                           Ltd.\/1\/\nPan American Crossing UK Ltd. (UK)                 (R)          Yes      G         P            Pan American Crossing Ltd.\/6\/\n                                                             \nPC Landing Corp. (US)                              (U)           No     No         No\n                                                             \nPCL Japan YK  (Japan)                              (U)           No     No         No\n                                                             \nPT Macasar Indonesia (Indonesia)                   (R)           No     No         No\n                                                             \nRacal Telecommunications Inc. (DE)                 (U)           No     No         No\n                                                             \nSAC Brasil Holding Ltda. (Brazil)                  (R)           No     No         No\n                                                             \nSAC Brasil Ltda. (Brazil)                          (R)           No     No         No\n                                                             \nSAC Brazil (Backhaul) Ltd. (Bermuda)               (U)           No     No         No\n                                                             \nSAC Brazil Landing Holding Ltda. (Brazil)          (U)           No     No         No\n                                                             \nSAC Brazil Landing Ltda. (Brazil)                  (U)           No     No         No\n                                                             \nSAC Chile S.A. (Chile)                             (R)           No     No         No\n                                                             \nSAC Columbia (Backhaul) Limitada (Columbia)        (U)           No     No         No\n                                                             \nSAC Columbia Limitada (Columbia)                   (R)           No     No         No\n                                                             \nSAC Landing Corp. (DE)                             (R)          Yes      G         P           South American Crossing Ltd.\/1\/\n                                                             \nSAC Panama Landing Ltd. (Bermuda)                  (U)           No     No         No\n                                                             \nSAC Panama S.A. (Panama)                           (R)           No     No         No\n                                                             \nSAC Peru Backhaul S.R.L. (Peru)                    (U)           No     No         No\n                                                             \nSAC Peru S.R.L. (Peru)                             (R)           No     No         No\n \n\n                       Schedule 3.12 to Creidt Agreement\n                       ---------------------------------\n\n \n                                      -13-\n\n\n\n                                                                       Guar-    Is its  \n                                                Restricted     Loan    -----    stock                    Stock pledged          \n   Subsidiary\/ Jurisdiction of Organization       or Not      Party?   antor   pledged?                by which entity\/1\/         \n   ----------------------------------------       ------      ------   -----   --------                ----------------\n                                                                               \nSaturn Employee Trustee (Jersey) Limited           (U)          No       No         No\n (Jersey)                                                           \n                                                                    \nSaturn Global Network Services Holdings            (U)          No       No         No\n Limited  (UK)                                                      \n                                                                    \nSaturn Global Network Services (UK) Ltd. (UK)      (U)          No       No         No\n                                                                    \nSaturn Global Networks, Inc. (NY)                  (U)          No       No         No\n                                                                    \nSaturn Systems PTE Limited (Singapore)             (U)          No       No         No\n                                                                    \nSchuyler Cellular Inc. (IL)                        (R)          No       No         No\n                                                                    \nSCS  (Bermuda) Ltd. (Bermuda)                      (U)          No       No         No\n                                                                    \nSouth American Crossing (Backhaul) Ltd.            (U)          No       No         No\n (Bermuda)                                                          \n                                                                    \nSouth American Crossing Holdings (Backhaul)        (U)          No       No         No\n Ltd.  (Bermuda)                                                    \n                                                                    \nSouth American Crossing Holdings Ltd.              (R)         Yes        G         P          Global Crossing Holdings Ltd.\/1\/\n (Bermuda)                                                          \n                                                                    \nSouth American Crossing Holdings (Subsea)          (U)          No       No         No\n Ltd.  (Bermuda)                                                    \n                                                                    \nSouth American Crossing Ltd. (Bermuda)             (R)         Yes        G         P         South American Crossing Holdings\n                                                                                                            Ltd.\/1\/\nSouth American Crossing (Subsea) Ltd.              (U)          No       No         No\n (Bermuda)                                                          \n                                                                    \nSystem Programming and Network Computing,          (U)          No       No         No\n Inc.  (DE)                                                         \n                                                                    \nTipo 2 s.r.l. (Italy)                              (U)          No       No         No\n                                                                    \nUS Crossing, Inc. (DE)                             (R)         Yes        G         P                  Global Crossing\n                                                                                                     Holdings USA Inc.\/1\/\nV Band Corporation (DE)                            (U)          No       No         No\n                                                                    \nVibro Einspultechnik Duker und Wasserbrau          (R)          No       No         No\n GmbH (Germany)\n \n\n                       Schedule 3.12 to Creidt Agreement\n                       ---------------------------------\n\n \n                                                                      Annex I to\n                                                                   Schedule 3.12\n\n\n1.   US Law Pledge Agreement dated as of July 2, 1999 among Global Crossing\n     Holdings Ltd., the other Pledgor parties thereto and The Chase Manhattan\n     Bank as Administrative Agent\n\n2.   US Law Pledge Agreement dated as of August 11,200O between ALC\n     Communications Corporation and The Chase Manhattan Bank, providing for the\n     pledge over the shares of Global Crossing GlobalCenter Holdings, Inc.\n\n3.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between Atlantic\n     Crossing Limited and The Chase Manhattan Bank as Administrative Agent,\n     providing for the charge over the shares of Atlantic Crossing Holdings U.K.\n     Limited and (ii) UK Law Charge Over Shares dated as of August 11, 2000\n     between Atlantic Crossing Limited and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of Atlantic\n     Crossing Holdings U.K. Limited\n\n4.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between Global\n     Crossing Holdings Ltd. and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charge over the shares of GC UK Holding Ltd. and\n     (ii) UK Law Charge Over Shares dated as of August 11,2000 between Global\n     Crossing Holdings Ltd. and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charge over the shares of GC UK Holding Ltd.\n\n5.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between Global\n     Crossing Network Center Ltd. and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charge over the shares of Global Crossing Network\n     Center (UK)Ltd. and (ii) UK Law Charge Over Shares dated as of August\n     11,2000 between Global Crossing Network Center Ltd. and The Chase Manhattan\n     Bank as Administrative Agent, providing for the charge over the shares of\n     Global Crossing Network Center (UK)Ltd.\n\n6.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between Pan American\n     Crossing Limited and The Chase Manhattan Bank as Administrative Agent,\n     providing for the charge over the shares of Pan American Crossing UK\n     Limited and (ii) UK Law Charge Over Shares dated as of August 11, 2000\n     between Pan American Crossing Limited and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of Pan\n     American Crossing UK Limited\n\n7.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between Global\n     Crossing International Ltd. and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charge over the shares of Global Crossing Holdings\n     UK Limited and (ii) UK Law Charge Over Shares dated as of August 11, 2000\n     between Global Crossing International Ltd. and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of Global\n     Crossing Holdings UK Limited\n\n8.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between Mid-Atlantic\n     Crossing Limited and The Chase Manhattan Bank as Administrative Agent,\n     providing for the charge over the shares of Mid-Atlantic Crossing Holdings\n     UK Ltd. and (ii) UK Law Charge Over Shares dated as of August 11,2000\n     between Mid-Atlantic Crossing Limited and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of Mid-\n     Atlantic Crossing Holdings UK Ltd.\n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -2-\n\n9.   (i) UK Law Charge Over Shares dated as of July 7, 1999 between GC Pan\n     European Crossing Holdings B.V. and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of GC Pan\n     European Crossing UK Limited and (ii) UK Law Charge Over Shares dated as of\n     August 11,2000 between GC Pan European Crossing Holdings B.V. and The Chase\n     Manhattan Bank as Administrative Agent, providing for the charge over the\n     shares of GC Pan European Crossing UK Limited\n\n10.  (i) UK Law Charge Over Shares dated as of July 7, 1999 between Atlantic\n     Crossing Holdings U.K. Limited and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of GT U. K.\n     Ltd. and (ii) UK Law Charge Over Shares dated as of August 11,2000 between\n     Atlantic Crossing Holdings U.K. Limited and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of GT U.K.\n     Ltd.\n\n11.  (i) UK Law Charge Over Shares dated as of July 7, 1999 between Global\n     Crossing Holdings UK Limited and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charges over the shares of Global Crossing Europe\n     Limited and Global Crossing Marketing (UK)Limited and (ii) UK Law Charge\n     Over Shares dated as of August 11,2000 between Global Crossing Holdings UK\n     Limited and The Chase Manhattan Bank as Administrative Agent, providing for\n     the charges over the shares of Global Crossing Europe Limited and Global\n     Crossing Marketing (UK)Limited\n\n12.  UK Law Charge Over Shares dated as of August 11,2000 between Global\n     Crossing Holdings Ltd. and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charge over the shares of Global Crossing\n     Intermediate UK Holdings Ltd.\n\n13.  Irish Law Equitable Charge dated as of July 7, 1999 between Global Crossing\n     Services Europe Limited and The Chase Manhattan Bank as Administrative\n     Agent, providing for the charge over the shares of Global Crossing Services\n     Ireland, Ltd.\n\n14.  Irish Law Equitable Charge dated as of November 22, 1999 between GC Pan\n     European Crossing Luxembourg II S.a..r.1. and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of Global\n     Crossing Ireland Ltd.\n\n15.  Irish Law Equitable Charge dated as of December 22,1999 between GC Pan\n     European Crossing Luxembourg II S.a..r.1. and The Chase Manhattan Bank as\n     Administrative Agent, providing for the charge over the shares of Global\n     Crossing Services Europe Ltd.\n\n16.  Irish Law Equitable Charge dated as of August 11,2000 among GC Pan European\n     Crossing Luxembourg II S.a.r.l., Global Crossing Services Europe Ltd. and\n     The Chase Manhattan Bank as Administrative Agent, providing over the\n     charges over the shares of Global Crossing Ireland Limited, Global Crossing\n     Services Europe Ltd. and Global Crossing Services Ireland Ltd.\n\n17.  Dutch Law Deed of Pledge of Shares in the capital of GT Netherlands B.V.\n     dated August 11,2000 among Atlantic Crossing Holdings UK Limited, GT\n     Netherlands B.V. and The Chase Manhattan Bank as Administrative Agent\n\n18.  Dutch law Deed of Pledge of Shares in the capital of GC Pan European\n     Crossing Holdings B. V. dated August 11, 2000 among GC Pan European\n     Crossing Luxembourg II S.a.r.l., GC Pan European Crossing Holdings B.V. and\n     The Chase Manhattan Bank as Administrative Agent\n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -3-\n\n19.  Dutch law Deed of Pledge of Shares in the capital of GC Pan European\n     Crossing Nederland B.V. dated August 11, 2000 among GC Pan European\n     Crossing Holdings B.V., GC Pan European Crossing Nederland B.V. and The\n     Chase Manhattan Bank as Administrative Agent\n\n20.  Dutch law Deed of Pledge of Shares in the capital of Pan American Crossing\n     Landing B.V. dated August 11,2000 among Pan American Crossing UK Ltd., Pan\n     American Crossing Landing B.V. and The Chase Manhattan Bank as\n     Administrative Agent\n\n21.  Luxembourg Law Pledge Agreement dated as of February 26, 2000 among Global\n     Crossing Holdings Ltd., GC Pan European Crossing Luxembourg I S.a.r.1. and\n     The Chase Manhattan Bank as Administrative Agent, providing over the shares\n     of GC Pan European Crossing Luxembourg I S.a.r.1. and GC Pan European\n     Crossing Luxembourg II S.a.r.1.\n\n22.  Guaranty of Revolving Credit Exposure only.\n\n                       Schedule 3.12 to Credit Agreement\n                       ---------------------------------\n\n \n                                                                   SCHEDULE 6.01\n\n\n                             Existing Indebtedness\n                             ---------------------\n\n\n                          [See Section 6.01(a)(iii)]\n\n                             EXISTING INDEBTEDNESS\n\n\n\n                                              ($millions)                         Issuer\n                                              ----------------------------------------------------------------\n                                                     \n9 1\/2% Senior Notes due 2009                     1,100.0                           GCHL\n9 1\/8% Senior Notes due 2006                       900.0                           GCHL\n9% Debentures due 2021                             100.0                           GCNA\n9.05% Medium Term Notes due 2000                    18.0                           GCNA\n9.07% Medium Term Notes due 2000                    18.0                           GCNA\n9.1% Medium Term Notes due 2000                      3.5                           GCNA\n9% Medium Term Notes due 2000                       20.0                           GCNA\n8.95% Medium Term Notes due 2000                    10.0                           GCNA\n9% Medium Term Notes due 2001                       10.0                           GCNA\n9.02% Medium Term Notes due 2001                    10.0                           GCNA\n8.77% Medium Term Notes due 2001                    32.0                           GCNA\n8.95% Medium Term Notes due 2001                    19.5                           GCNA\n9.3% Medium Term Notes due 2004                     20.0                           GCNA\n7 1\/4% Senior Notes due 2004                       300.0                           GCNA\n6% Dealer Remarketable Securities due 2013         200.0                           GCNA\n7.51% Medium Term Notes due 2002                    40.0           Frontier Telephone of Rochester, Inc.\n7.61% Senior Notes due 2003                         35.0        Frontier Communications of Minnesota, Inc.\nRural Utilities Service (RUS) Debt                  45.7               Various Subsidiaries of GCNA\n10.875% Senior Discount Notes due 2008*            247.4               IPC Information Systems, Inc.\nNotes Payable*                                       6.2   Various Subsidiaries of IPC Information Systems, Inc.\nLoan and Security Agreement*                        20.0           International Exchange Networks, Ltd.\nCapital Leases                                     196.0                          Various\nLetters of Credit                                   43.3                          Various\n                                                 -------\n     Total                                       3,394.6\n                                                 =======\n\n\n____________________\n*    To be deemed Existing Indebtedness at time IPC Information Systems, Inc.\n     and IXnet, Inc. become Restricted Subsidiaries.\n\n                       Schedule 6.01 to Credit Agreement\n                       ---------------------------------\n\n \n                                                                   SCHEDULE 6.02\n\n\n                                Existing Liens\n                                --------------\n\n                              [See Section 6.02]\n\n                                     NONE\n\n                       Schedule 6.02 to Credit Agreement\n                       ---------------------------------\n\n \n                                                                   SCHEDULE 6.04\n\n                             Existing Investments\n                             --------------------\n\n                  [See Sections 6.04(b), 6.04(i) and 6.04(l)]\n\nPart A:\n\n\n\n     ---------------------------------------------------------------------\n                                                               Investment\n     ---------------------------------------------------------------------\n                                                           \n     A.C.N.                                                   $ 13,332,000\n     ---------------------------------------------------------------------\n     Access Wisconsin (formerly WITS)                              155,000\n     ---------------------------------------------------------------------\n     AIG Orion Fund                                              1,093,639\n     ---------------------------------------------------------------------\n     Airspan Networks Inc. (exchanged from Impulse Telecom)         50,750\n     ---------------------------------------------------------------------\n     Angstrom Networks, Inc. (formerly Alliance Network          4,200,000\n      Services)                                           \n     ---------------------------------------------------------------------\n     CCC Group, Inc.                                             4,000,000\n     ---------------------------------------------------------------------\n     Cereva Networks                                             3,000,000\n     ---------------------------------------------------------------------\n     Corvia Networks                                               300,000\n     ---------------------------------------------------------------------\n     Delhi Telco                                                   380,000\n     ---------------------------------------------------------------------\n     Digital United Holdings Ltd.                               25,000,002\n     ---------------------------------------------------------------------\n     Doll Technology Investment Fund II, LP                      2,132,804\n     ---------------------------------------------------------------------\n     Equal Access Networks, Inc.                                 4,000,000\n     ---------------------------------------------------------------------\n     Global Access Ltd.                                         28,232,924\n     ---------------------------------------------------------------------\n     Granite Systems, Inc.                                       5,000,000\n     ---------------------------------------------------------------------\n     Great Lakes Comnet, Inc. (formerly Michigan                     7,500\n      Independent Networks)                               \n     ---------------------------------------------------------------------\n     Hutchison Global Crossing Holdings, Ltd.                  466,812,543\n     ---------------------------------------------------------------------\n     Illinet Communications LLC                                     98,000\n     ---------------------------------------------------------------------\n     Impsat Fiber Networks, Inc.                                   999,600\n     ---------------------------------------------------------------------\n     International Cableship Pte Limited                         5,231,822\n     ---------------------------------------------------------------------\n     Jato Communications Corp.                                   4,999,999\n     ---------------------------------------------------------------------\n     Mondovi  Industrial Development Corp.                         101,752\n     ---------------------------------------------------------------------\n     Monroe Fund                                                   250,000\n     ---------------------------------------------------------------------\n     Narus, Inc.                                                 3,000,002\n     ---------------------------------------------------------------------\n     NorthPoint Communications, Inc.                             4,900,016\n     ---------------------------------------------------------------------\n     NTT World Engineering Marine Corporation                   10,050,000\n     ---------------------------------------------------------------------\n     NXTV, Inc.                                                  4,042,000\n     ---------------------------------------------------------------------\n     Other                                                         108,000\n     ---------------------------------------------------------------------\n \n\n                       Schedule 6.04 to Credit Agreement\n                       ---------------------------------\n\n \n                                      -2-\n\n\n\n     ---------------------------------------------------------------------\n                                                               Investment\n     ---------------------------------------------------------------------\n                                                           \n     Plurius, Inc.                                               3,000,001\n     ---------------------------------------------------------------------\n     QoS Network, Inc.                                           5,005,000\n     ---------------------------------------------------------------------\n     Rotor Communications Corp.                                  2,000,006\n     ---------------------------------------------------------------------\n     RTB                                                         2,304,000\n     ---------------------------------------------------------------------\n     SB Submarine Systems Company Ltd.                          13,230,000\n     ---------------------------------------------------------------------\n     Sembawang Cable Depot Plc Limited                             191,688\n     ---------------------------------------------------------------------\n     Sonus Networks, Inc.                                        6,000,000\n     ---------------------------------------------------------------------\n     Spring Tide Networks, Inc.                                  4,000,005\n     ---------------------------------------------------------------------\n     StorageNetworks, Inc.                                      44,999,906\n     ---------------------------------------------------------------------\n     Telergy, Inc.                                              26,824,058\n     ---------------------------------------------------------------------\n     TeraBeam Corporation                                        4,999,995\n     ---------------------------------------------------------------------\n     Tornado Development                                         5,000,000\n     ---------------------------------------------------------------------\n     USA Global Link                                             2,000,700\n     ---------------------------------------------------------------------\n     VR-1                                                        4,999,995\n     ---------------------------------------------------------------------\n     WebEx, Inc.                                                 2,000,000\n     ---------------------------------------------------------------------\n     Total                                                    $713,373,192\n     ---------------------------------------------------------------------\n\n\n\nPart B:\n\n     Investments in an aggregate amount up to $120,000,000:\n     ----------------------------------------------------- \n\n     GlobalCenter\n     Global Crossing Landing Mexicana\n     Monroe Fund\n     Nextwave Telecom\n     Racal\n\n     Investments in the individual amounts indicated below:\n     ----------------------------------------------------- \n\n     GlobalCenter -- $40,000,000\n     IPC\/Ixnet -- $40,000,000\n\n                       Schedule 6.04 to Credit Agreement\n                       ---------------------------------\n\n \n                                                                   SCHEDULE 6.10\n\n\n                             Existing Restrictions\n                             ---------------------\n\n                              [See Section 6.10]\n\n                                     NONE\n\n\n                       Schedule 6.10 to Credit Agreement\n                       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