0001145549-05-000062.txt : 20120703 0001145549-05-000062.hdr.sgml : 20120703 20050119071949 ACCESSION NUMBER: 0001145549-05-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050119 DATE AS OF CHANGE: 20050119 GROUP MEMBERS: STT COMMUNICATIONS LTD GROUP MEMBERS: STT CROSSING LTD GROUP MEMBERS: STT HUNGARY LIQUIDITY MANAGEMENT LIMITED LIABILITY COMPANY GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD CENTRAL INDEX KEY: 0001219573 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 CUPPAGE RD #09-01 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 BUSINESS PHONE: 011658361128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CROSSING LTD CENTRAL INDEX KEY: 0001061322 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 980189783 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55643 FILM NUMBER: 05534900 BUSINESS ADDRESS: STREET 1: WESSEX HOUSE 45 REID ST STREET 2: HAMILTON HM12 CITY: BERMUDA STATE: D0 ZIP: HM12 BUSINESS PHONE: 4412968600 MAIL ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON HM12 CITY: BERMUDA SC 13D/A 1 u92465sc13dza.txt GLOBAL CROSSING LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Global Crossing Limited ------------------------------------------------------------------------- (Name of Issuer) Common Shares, par value $.01 per share ------------------------------------------------------------------------- (Title of Class of Securities) G3921A175 ------------------------------------------------------------------------- (CUSIP Number) Pek Siok Lan c/o Singapore Technologies Telemedia Pte Ltd 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 Telephone: (65) 6723 8668 Facsimile: (65) 6720 7277 Copy to Michael W. Sturrock, Esq. Latham & Watkins LLP 80 Raffles Place #14-20 Singapore 048624 Telephone: (65) 6536 1161 Facsimile: (65) 6536 1171 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December, 2004 ------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. G3921A175 Page 2 of 10 Pages -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Temasek Holdings (Private) Limited -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------------- 4 Source Of Funds AF;SC -------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 13,730 SHARES ----------------------------------------------------------------- 8 Shared Voting Power BENEFICIALLY 38,040,860(1) OWNED BY EACH ----------------------------------------------------------------- 9 Sole Dispositive Power REPORTING 13,730 PERSON ----------------------------------------------------------------- 10 Shared Dispositive Power WITH 38,040,860(1) -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 38,040,860(1) -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 71.20% -------------------------------------------------------------------------------- 14 Type Of Reporting Person CO -------------------------------------------------------------------------------- (1) Comprises 6,600,000 common shares, par value $.01 per share, 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, and 13,440,860 common shares issuable upon conversion of $250,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008. SCHEDULE 13D CUSIP No. G3921A175 Page 3 of 10 Pages -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Singapore Technologies Telemedia Pte Ltd -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------------- 4 Source Of Funds AF;SC -------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 Shared Voting Power BENEFICIALLY 38,040,860(1) OWNED BY EACH ----------------------------------------------------------------- 9 Sole Dispositive Power REPORTING 0 PERSON ----------------------------------------------------------------- 10 Shared Dispositive Power WITH 38,040,860(1) -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 38,040,860(1) -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 71.20% -------------------------------------------------------------------------------- 14 Type Of Reporting Person CO -------------------------------------------------------------------------------- (1) Comprises 6,600,000 common shares, par value $.01 per share, 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, and 13,440,860 common shares issuable upon conversion of $250,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008. SCHEDULE 13D CUSIP No. G3921A175 Page 4 of 10 Pages -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STT Communications Ltd. -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------------- 4 Source Of Funds AF;SC -------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 Shared Voting Power BENEFICIALLY 31,320,430(1) OWNED BY EACH ----------------------------------------------------------------- 9 Sole Dispositive Power REPORTING 0 PERSON ----------------------------------------------------------------- 10 Shared Dispositive Power WITH 31,320,430(1) -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 31,320,430(1) -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 67.00% -------------------------------------------------------------------------------- 14 Type Of Reporting Person CO -------------------------------------------------------------------------------- (1) Comprises 6,600,000 common shares, par value $.01 per share, 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, and 6,720,430 common shares issuable upon conversion of $125,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008 held by STT Crossing Ltd. SCHEDULE 13D CUSIP No. G3921A175 Page 5 of 10 Pages -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STT Crossing Ltd -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------------- 4 Source Of Funds AF;SC -------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Mauritius -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 Shared Voting Power BENEFICIALLY 31,320,430(1) OWNED BY EACH ----------------------------------------------------------------- 9 Sole Dispositive Power REPORTING 0 PERSON ----------------------------------------------------------------- 10 Shared Dispositive Power WITH 31,320,430(1) -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 31,320,430(1) -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 67.00% -------------------------------------------------------------------------------- 14 Type Of Reporting Person CO -------------------------------------------------------------------------------- (1) Comprises 6,600,000 common shares, par value $.01 per share, 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, and 6,720,430 common shares issuable upon conversion of $125,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008 held by STT Crossing Ltd. SCHEDULE 13D CUSIP No. G3921A175 Page 6 of 10 Pages -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STT Hungary Liquidity Management Limited Liability Company -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------------- 4 Source Of Funds SC -------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Hungary -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 Shared Voting Power BENEFICIALLY 6,720,430(1) OWNED BY EACH ----------------------------------------------------------------- 9 Sole Dispositive Power REPORTING 0 PERSON ----------------------------------------------------------------- 10 Shared Dispositive Power WITH 6,720,430(1) -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 6,720,430(1) -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 23.40% -------------------------------------------------------------------------------- 14 Type Of Reporting Person CO -------------------------------------------------------------------------------- (1) Represents the number of the Issuer's common shares issuable upon conversion of $125,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008 held by STT Hungary Liquidity Management Limited Liability Company. Page 7 of 10 Pages This Amendment No. 7 amends the Schedule 13D previously filed by Singapore Technologies Telemedia Pte Ltd ("STT") with the Securities and Exchange Commission ("SEC") on December 19, 2003, as amended by Amendment No. 1 to the Schedule 13D filed by STT with the SEC on January 12, 2004, Amendment No. 2 to the Schedule 13D filed by STT with the SEC on May 26, 2004, Amendment No. 3 to the Schedule 13D filed by STT with the SEC on October 14, 2004, Amendment No. 4 to the Schedule 13D filed by STT with the SEC on November 18, 2004, Amendment No. 5 to the Schedule 13D filed by STT with the SEC on December 21, 2004 and Amendment No. 6 to the Schedule 13D filed by STT with the SEC on December 30, 2004 (as amended, the "Statement"), with respect to the common shares, par value $.01 per share (the "Common Shares"), of Global Crossing Limited, a company organized under the laws of Bermuda (the "Issuer"), with its principal executive offices located at Wessex House, 45 Reid Street, Hamilton HM12, Bermuda. Capitalized terms used but not defined herein have the meanings given to them in the Statement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended and restated in its entirety to read as follows: (a) - (b) Temasek, through its ownership of STT, may be deemed to share voting and dispositive power over the Common Shares beneficially owned by STT Comm, STT Crossing and STT Hungary. However, pursuant to Rule 13d-4 under the Exchange Act, Temasek expressly disclaims beneficial ownership of such Common Shares. In addition to the share amounts detailed herein, Temasek may be deemed to beneficially own 13,730 additional Common Shares of the Issuer, which are owned beneficially and of record by Temasek's wholly-owned subsidiary, Fullerton (Private) Limited. STT, through its ownership of STT Comm, STT Crossing and STT Hungary, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 38,040,860 Common Shares (which comprises 6,600,000 Common Shares, 18,000,000 Common Shares that may be acquired upon conversion of the Preferred Shares and 13,440,860 Common Shares that may be acquired upon conversion of the $250,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008 held in equal parts by STT Crossing and STT Hungary), or 71.2% of the outstanding Common Shares, and to have shared power over the voting and disposition of such Shares. STT Comm, through its ownership of STT Crossing, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 31,320,430 Common Shares (which comprises 6,600,000 Common Shares, 18,000,000 Common Shares that may be acquired upon conversion of the Preferred Shares and 6,720,430 Common Shares that may be acquired upon conversion of the $125,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008 held by STT Crossing), or 67.0% of the outstanding Common Shares, and to have shared power over the voting and disposition of such Shares. Page 8 of 10 Pages STT Crossing is the beneficial owner of 31,320,430 Common Shares (which comprises 6,600,000 Common Shares, 18,000,000 Common Shares that may be acquired upon conversion of the Preferred Shares and 6,720,430 Common Shares that may be acquired upon conversion of the $125,000,000 of the Issuer's 4.7% Senior Secured Mandatory Convertible Notes due 2008 held by STT Crossing), or 67.0% of the outstanding Common Shares, and has shared power over the voting and disposition of such Shares. STT Hungary is the beneficial owner of 6,720,430 Common Shares, or 23.40% of the outstanding Common Shares, and has shared power of the voting and disposition of such Shares. (c) Except as described in this Statement, there have been no transactions by the Reporting Persons in securities of the Issuer during the past sixty days. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer (as set forth in Schedule A) of any of the Reporting Persons in securities of the Issuer during the past sixty days. (d) Not applicable. (e) In connection with an internal restructuring that was completed on December 31, 2004, the shares of STT previously owned by STPL were transferred to Temasek with effect from December 31, 2004, and STPL ceased to be a Reporting Person from December 31, 2004. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended to include the following paragraphs: On December 18, 2004, STT Comm entered into a loan agreement. In connection with the loan agreement, STT Crossing has agreed to pledge certain securities, including 6,600,000 Common Shares and 5,000,000 Preferred Shares of the Issuer, to secure the funds borrowed under the loan agreement. The pledge is subject to customary default provisions. The description of the pledge in this Statement is qualified in its entirety by reference to the Pledge of Shares Agreement, dated as of December 18, 2004 (the "Pledge of Shares Agreement"), a copy of which appears as an exhibit to this Statement. Also in connection with the loan agreement, STT granted the lender a put option with respect to the shares of the Issuer which are pledged pursuant to the Pledge of Shares Agreement. The option may be exercised by the lender at any time after the lender elects to exercise its rights under the Pledge of Shares Agreement. Upon exercise of the option, STT will be required to purchase such shares from the lender at the purchase price set forth in the Put Option Agreement dated as of December 18, 2004 (the "Put Option Agreement"). The put option expires upon full satisfaction of STT Comm's obligations under the loan agreement. The description of the put option in this Statement is qualified in its entirety by reference to the Put Option Agreement, a copy of which appears as an exhibit to this Statement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Pledge of Shares Agreement, dated as of December 18, 2004, between STT Crossing Ltd and United Overseas Bank Limited. 2. Put Option Agreement, dated as of December 18, 2004, between United Overseas Bank Limited and Singapore Technologies Telemedia Pte Ltd. Page 9 of 10 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 19, 2005 TEMASEK HOLDINGS (PRIVATE) LIMITED By /s/ Lena Chia Yue Joo ---------------------------------------- Name: Lena Chia Yue Joo Title: Managing Director, Legal/Secretariat SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD By /s/ Pek Siok Lan ---------------------------------------- Name: Pek Siok Lan Title: Company Secretary STT COMMUNICATIONS LTD By /s/ Pek Siok Lan ---------------------------------------- Name: Pek Siok Lan Title: Company Secretary STT CROSSING LTD By /s/ Pek Siok Lan ---------------------------------------- Name: Pek Siok Lan Title: Director STT HUNGARY LIQUIDITY MANAGEMENT LIMITED LIABILITY COMPANY By /s/ Jean F.H.P. Mandeville ---------------------------------------- Name: Jean F.H.P. Mandeville Title: Managing Director By /s/ Nandor Olasz ---------------------------------------- Name: Nandor Olasz Title: Managing Director Page 10 of 10 Pages EXHIBIT INDEX 1. Pledge of Shares Agreement, dated as of December 18, 2004, between STT Crossing Ltd and United Overseas Bank Limited. 2. Put Option Agreement, dated as of December 18, 2004, between United Overseas Bank Limited and Singapore Technologies Telemedia Pte Ltd. EX-1 2 u92465exv1.txt EX-1 PLEDGE OF SHARES AGREEMENT EXHIBIT 1 ================================================================================ PLEDGE OF SHARES AGREEMENT by and between STT CROSSING LTD and UNITED OVERSEAS BANK LIMITED ================================================================================ MILBANK, TWEED, HADLEY & McCLOY LLP TABLE OF CONTENTS

Section Page ------- ---- Section 1. Definitions..........................................................................................1 Section 2. Representations and Warranties.......................................................................3 Section 3. Collateral...........................................................................................6 Section 4. Further Assurances; Remedies.......................................................................7 4.01 Delivery and Other Perfection......................................................................7 4.02 Other Financing Statements and Security............................................................8 4.03 Preservation of Rights.............................................................................8 4.04 Certificated Securities............................................................................8 4.05 Payment Event, Etc.................................................................................8 4.06 Deficiency........................................................................................10 4.07 Removals, Etc.....................................................................................10 4.08 Private Sale......................................................................................10 4.09 Application of Proceeds...........................................................................10 4.10 Attorney-in-Fact..................................................................................11 4.11 Termination; Release..............................................................................11 Section 5. Miscellaneous.....................................................................................12 5.01 No Waiver.........................................................................................12 5.02 Notices...........................................................................................12 5.03 Expenses; Indemnification.........................................................................12 5.04 Amendments, Etc...................................................................................13 5.05 Successors and Assigns............................................................................13 5.06 Captions..........................................................................................13 5.07 Counterparts......................................................................................13 5.08 Governing Law; Jurisdiction; Consent to Service of Process........................................13 5.09 No Immunity.......................................................................................14 5.10 Agents and Attorneys-in-Fact; Affiliates..........................................................15 5.11 Disclosure of Information.........................................................................15 5.12 Severability......................................................................................16 Annex 1 Pledged Securities.....................................................................................18 Annex 2 List of Locations......................................................................................19

PLEDGE OF SHARES AGREEMENT dated as of December 18, 2004, by and between STT Crossing Ltd, a corporation duly organized and validly existing under the laws of Mauritius (the "Pledgor") and United Overseas Bank Limited (together with its successors and assigns, the "Lender"). WHEREAS, STT Communications Ltd (the "Borrower") and the Lender have entered into a Facility Agreement dated as of December 18, 2004 (as amended from time to time, the "Facility Agreement"), whereby the Lender has agreed to make available to the Borrower a credit facility of US$100,000,000 upon the terms and conditions therein contained; WHEREAS, it is a condition to the Lender's obligation to grant the Facility under the Facility Agreement that the Pledgor, as a wholly-owned subsidiary of the Borrower, pledges certain of its shares of Global Crossing Limited, a corporation organized under the laws of Bermuda (together with its successors and assigns, the "Issuer"), as security for the amounts owing by the Borrower under the Facility Agreement; WHEREAS, in furtherance of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor has agreed to pledge and grant a security interest in the Collateral (as defined in Section 3(a) hereof) as security for the Secured Obligations (as defined in Section 1 hereof); NOW, THEREFORE, the parties hereto agree as follows: Section 1. Definitions. (a) Terms defined in the Facility Agreement, and not defined herein, shall have the respective meanings given to such terms in the Facility Agreement. The term "Proceeds" shall have the meaning ascribed thereto in Article 9 of the UCC and the term "Security Certificates" shall have the meaning ascribed thereto in Article 8 of the UCC. (b) In addition, as used herein: "Collateral" shall have the meaning given to such term in Section 3(a) hereof. "Final Discharge Date" shall mean the date on which all the Secured Obligations have been fully and irrevocably paid or discharged and no further Secured Obligations are capable of becoming outstanding. "Finance Document" shall have the meaning given to such term in Clause 1.1 of the Facility Agreement. "Global Crossing Exercise Shares" shall mean the Stock Collateral that Singapore Technologies Telemedia Pte Ltd shall be required to purchase pursuant to an exercise of the Put Option. PLEDGE OF SHARES AGREEMENT -2- "Governmental Authority" shall mean any nation or government, international or multi-national authority or government, or any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, in each case, that exercises jurisdiction over the Pledgor or the Collateral. "Loan" shall have the meaning given to such term in Clause 1.1 of the Facility Agreement. "Payment Event" shall mean an Event of Default as described in Clause 21.1 of the Facility Agreement or any acceleration of maturity of the Loans by the Lender pursuant to Clause 21.16 of the Facility Agreement. "Person" shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Pledged Securities" shall have the meaning given to such term in Section 3(a) hereof. "Property" of any Person shall mean any property, assets or revenues of such Person or any interest therein. "Purchase Price" shall have the meaning given to such term in the Put Option Agreement. "Put Option" shall mean an option, exercisable at the Lender's sole option, to require Singapore Technologies Telemedia Pte Ltd to purchase all of the Stock Collateral in accordance with the terms of the Put Option Agreement. "Put Option Agreement" shall mean the Put Option Agreement dated as of December 18, 2004 between the Lender and Singapore Technologies Telemedia Pte Ltd. "Related Parties" shall mean, with respect to any specified Person, such Person's affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's affiliates. "Secured Obligations" shall mean, collectively, (a) all moneys, debt and liabilities by the Borrower to the Lender under or in connection with any Finance Document, whether now existing or hereafter from time to time incurred or arising (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise) and (b) all present and future obligations of the Pledgor to the Lender hereunder. "Securities Act" shall mean the US Securities Act of 1933, as amended. PLEDGE OF SHARES AGREEMENT -3- "Solvent" shall mean, with respect to any Person at any time, that (a) the fair value of the Property of such Person is greater than the total amount of liabilities (including without limitation contingent liabilities) of such Person, (b) the present fair saleable value of the Property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature and (d) such Person is not engaged in a business and is not about to engage in a business for which such Person's Property would constitute an unreasonably small capital. "Stock Collateral" shall have the meaning given to such term in Section 3(a)(ii) hereof. "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York. "US" shall mean the United States of America. (c) The foregoing definitions shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or therein), (ii) references to any law, constitution, statute, treaty, regulation, rule or ordinance (each a "law") refer to that law as amended from time to time and include any successor law, (iii) any reference herein to any person including the Lender shall be construed to include such person's successors and permitted assigns and transferees and (iv) the words "herein", "hereof", "hereto" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Section 2. Representations and Warranties. The Pledgor represents and warrants to the Lender that as of the date hereof: (a) Power and Authority. It (i) is a corporation duly organized and validly existing under the laws of Mauritius, (ii) has all requisite corporate or other power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except, in each case, as could not reasonably cause a Material Adverse Effect, (iv) has full power, authority and legal right to make and PLEDGE OF SHARES AGREEMENT -4- perform this Agreement and to grant the security interest created hereunder, (v) is in material compliance with all applicable laws and regulations, and (vi) has good title to all the Collateral, free and clear of any Security except for the pledge and security interest created hereunder. (b) Due Authorization, Etc. The making and performance by it of this Agreement and all other documents and instruments to be executed and delivered hereunder by the Pledgor have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the constitutive documents of the Pledgor, (ii) any applicable law, decree, regulation, judgment, award, injunction or similar legal restriction, as now in effect and applicable to it, or (iii) any agreement or instrument or material contractual restriction binding on or affecting the Pledgor or any of the Collateral, and do not and will not result in the imposition of any Security on the Collateral, except the Security created and arising under this Agreement. (c) Governmental and Other Approvals. Except for (i) actions that have been taken and (ii) consents which have been received, no license, consent, authorization or approval or other action by, or notice to or filing or registration with, any Governmental Authority (including without limitation any foreign exchange approval), and no other third-party consent or approval, is necessary for the due execution, delivery and performance by the Pledgor of this Agreement or for the legality, validity or enforceability thereof against the Pledgor, other than, (x) with respect to the foreclosure of the security interest in, or subsequent resale of, the Collateral, the registration and reporting requirements of the Securities Act and the US Securities and Exchange Act of 1934, as amended and any similar US state blue sky laws (including compliance with any restrictive legends relating thereto set forth on the Collateral) and the possible application of any telecom and/or antitrust laws or regulations in the United States or elsewhere and (y) with respect to continued ownership (but not with respect to the ability to foreclose on the security interest granted hereunder) of the Collateral, the possible application of the US Exon-Florio Act, which may require a US person to be the beneficial owner of the Collateral. No filing, registration or other action is required to be accomplished under Mauritius law in order to cause the security interest created by this Agreement in the Collateral to be a valid first and prior perfected security interest therein. (d) Legal Effect. This Agreement has been duly executed and delivered by the Pledgor and is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability. (e) Commercial Activity; Absence of Immunity. It is subject to civil and commercial law with respect to its obligations under this Agreement, and the making and performance of this Agreement by the Pledgor constitute private and commercial acts rather than public or governmental acts. The Pledgor is not entitled to any immunity on the ground of sovereignty or the like from the jurisdiction of any court or from any action, suit, set-off or proceeding, or the service of process in connection therewith, arising under this Agreement. PLEDGE OF SHARES AGREEMENT -5- (f) Taxes. There is no income, stamp or other tax, levy, assessment, impost, deduction or charge of any kind imposed by Mauritius (or any municipality or other political subdivision or taxing authority thereof or therein that exercises de facto or de jure power to impose such tax, levy, assessment, impost, deduction or charge) either (i) on or by virtue of the execution or delivery of this Agreement or (ii) on any payment to be made by the Pledgor pursuant to this Agreement. (g) Legal Form. This Agreement is in proper legal form under the laws of Mauritius for the enforcement thereof against the Pledgor under such law, and if this Agreement were stated to be governed by such law, it would constitute a legal, valid and binding obligation of the Pledgor under such law, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability. All formalities required in Mauritius for the validity and enforceability of this Agreement have been accomplished, and no taxes are required to be paid and no notarization is required, for the validity and enforceability thereof. (h) Collateral. (i) It is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof and (ii) the security interest created hereby constitutes a valid and perfected security interest in the Collateral, subject to no equal or prior Security. (i) Changes in Circumstances. It has not (i) within the period of four months prior to the date hereof, changed the location of its chief executive office or the jurisdiction of its organization or had more than one place of business or (ii) changed its name. (j) Pledged Securities. (i) The Pledged Securities evidenced by the certificates identified in Annex 1 hereto are, and all other Pledged Securities in which the Pledgor shall hereafter grant a security interest pursuant to Section 3 will be, duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Securities is or will be subject to any contractual restriction, or any restriction under the charter, by-laws or other organizational documents of the Issuer, upon the transfer of such Pledged Securities. (ii) Annex 1 hereto correctly identifies, as at the date hereof, the Issuer, the class and par value of the shares constituting the Pledged Securities and the number of shares (and registered owners thereof) represented by each such certificate, the principal amount and interest rate of the convertible notes constituting the Pledged Securities and the warrants constituting the Pledged Securities. (k) Benefit to Pledgor. It acknowledges that it will derive substantial benefit from the Secured Obligations. PLEDGE OF SHARES AGREEMENT -6- (l) Solvency. It is, and after giving effect to the making of the Loans and the use of proceeds thereof will be, Solvent. Section 3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations whether now existing or hereafter from time to time arising, the Pledgor hereby grants to the Lender a security interest in all of the Pledgor's right, title and interest in, to and under the following property, assets and revenues, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property, assets and revenues described in this Section 3 being collectively referred to herein as the "Collateral"): (a) the shares of common and preferred stock of the Issuer represented by the certificates identified in Annex 1 hereto under the name of the Pledgor, in each case together with the certificates evidencing the same (collectively, the "Pledged Securities"), together with: (i) all shares, securities, moneys or property representing a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options (collectively, the "Rights") issued to the holders of, or otherwise in respect of, the Pledged Securities (provided, that the Lender shall have the right, in its sole discretion, to decline that a security interest in any or all such Rights in whatever amount shall be granted hereunder, and if the Lender so declines the grant of any such security interest, it shall not effect any other rights whatsoever of the Lender hereunder including, without limitation, requiring a subsequent grant of a security interest in such Rights or opting to accept a grant of a security interest in any future Rights); (ii) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under the Facility Agreement, in the event of any consolidation or merger in which the Issuer is not the surviving corporation, all of the shares of each class of the capital stock of the successor corporation formed by or resulting from such consolidation or merger received by the Pledgor in respect of the Pledged Securities (the Pledged Securities, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (i) above or this clause (ii) and the proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers being herein collectively called the "Stock Collateral"); and (b) all Proceeds, substitutions, additions to and replacements of and to any of the Collateral and, to the extent related to any of the foregoing, all books, correspondence, credit files, records, invoices and other paper (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Pledgor or any computer bureau or service company from time to time acting for the Pledgor). For the avoidance of doubt PLEDGE OF SHARES AGREEMENT -7- and notwithstanding any provision to the contrary herein, in the event the Lender exercises its remedies hereunder, the Pledgor may retain copies of its books and records as required or reasonably advisable to comply with applicable law. Section 4. Further Assurances; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, the Pledgor hereby agrees with the Lender as follows: 4.01 Delivery and Other Perfection. The Pledgor shall: (a) deliver to the Lender any and all Security Certificates constituting part of the Collateral in which the Pledgor purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Lender may reasonably request (including appropriate dividend, distribution and other orders and documents to that end) and the Lender (or its agent) shall hold such Security Certificates in New York City; provided that so long as no Payment Event shall have occurred and be continuing the Lender shall, promptly upon written request of the Pledgor, make appropriate arrangements for making any Security Certificates pledged by the Pledgor available to it for purposes of presentation, collection, renewal or exercising powers of ownership pertaining to the Stock Collateral including in connection with stock splits (any such arrangement to be effected, to the extent deemed appropriate by the Lender, against trust receipt or like document); (b) if any of the shares, securities, moneys or property required to be pledged by the Pledgor under Section 3 hereof are received by the Pledgor, forthwith either (x) transfer and deliver to the Lender such shares, securities, moneys or property so received by the Pledgor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Lender, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Lender shall deem reasonably necessary or appropriate to duly record the Security created hereunder in such shares, securities, moneys or property in said Section 3; (c) give, execute, deliver, file, record, authorize or obtain all such financing statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable (in the reasonable judgment of the Lender) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Lender to exercise and enforce its rights hereunder with respect to such pledge and security interest, including registration of this Agreement with the Registrar of Companies in Bermuda and, in the case of any exercise or enforcement of rights, causing any or all of the Stock Collateral to be transferred of record into the name of the Lender or its nominee (and the Lender agrees that if any Stock Collateral is transferred into its name or the name of its nominee, the Lender will thereafter promptly give to the Pledgor copies of any notices and communications received by it with respect to the Stock Collateral); provided that nothing in this Agreement shall entitle the Lender or otherwise to cause the Pledgor to register any Collateral for public sale under applicable laws; (d) keep full and accurate books and records relating to the Collateral; PLEDGE OF SHARES AGREEMENT -8- (e) furnish to the Lender from time to time such other information as the Lender may reasonably request; and (f) permit representatives of the Lender, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Lender to be present at the Pledgor's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by the Pledgor with respect to the Collateral. 4.02 Other Financing Statements and Security. Without the prior written consent of the Lender, the Pledgor shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Lender is not named as the sole secured party. 4.03 Preservation of Rights. The Lender shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral. 4.04 Certificated Securities. (a) So long as no Payment Event shall have occurred and be continuing, the Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or the Facility Agreement, provided that the Pledgor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement or the Facility Agreement; and the Lender shall execute and deliver to the Pledgor or cause to be executed and delivered to the Pledgor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgor may reasonably request in writing for the purpose of enabling the Pledgor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.04(a). (b) The Pledgor shall procure that all dividends, interest or any other amounts on the Pledged Securities in the form of cash shall be paid to the Dividend Account and shall be otherwise used in accordance with the STT Crossing Charge over Accounts. 4.05 Payment Event, Etc. Upon the occurrence and during the continuance of a Payment Event: (a) the Lender may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (b) the Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the PLEDGE OF SHARES AGREEMENT -9- jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Lender were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right); (c) the Lender in its discretion may, in its name or in the name of the Pledgor or otherwise, demand, sue for, collect or receive any money and property and all other general intangibles whatsoever, at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (d) the Lender in its discretion, may sell the Pledged Securities pursuant to the STT Put Option; and (e) the Lender may, upon 10 Business Days' prior written notice to the Pledgor of the time and place, with respect to the Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Lender or any of its agents, sell, lease, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Lender chooses, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise) of the Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other disposition under this Section 4.05 shall be applied in accordance with Section 4.09 hereof. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Lender shall have no obligation to engage in public sales and no obligation to delay the sale of PLEDGE OF SHARES AGREEMENT -10- any Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register it for public sale. The Pledgor also hereby agrees with and acknowledges to the Lender that: (a) in exercising the Lender's rights under the Put Option, the Purchase Price for each Global Crossing Exercise Share shall be the Purchase Price and the Lender shall not have any duty or obligation whatsoever to obtain any other price for such Global Crossing Exercise Share; and (b) in exercising the Put Option in respect of any Global Crossing Exercise Shares, the Lender shall have and be entitled to the same rights as if it were the ultimate beneficial owner of such Global Crossing Exercise Shares. 4.06 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 4.05 hereof are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Borrower and the Pledgor shall remain liable for any deficiency. 4.07 Removals, Etc. Without at least 30 days' prior written notice to the Lender, the Pledgor shall not change the jurisdiction of its organization or its name from the name shown on the signature pages hereto. Annex 2 hereto correctly specifies (i) the location of the place of business of the Pledgor and (ii) the jurisdiction of organization of the Pledgor during the period of four months ending on the date hereof. 4.08 Private Sale. The Lender shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 4.05 hereof conducted in a commercially reasonable manner. The Pledgor hereby waives any claims against the Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Lender accepts the first offer received and does not offer the Collateral to more than one offeree. 4.09 Application of Proceeds. Except as otherwise expressly provided herein and except as provided below in this Section 4.09, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Lender under this Section 4, shall be applied by the Lender: first, in or towards payment of any unpaid fees, costs, expenses and liabilities (including any interest thereon as provided in the Security Documents) incurred by or on behalf of the Lender (or any adviser, receiver, delegate, attorney or agent) and the remuneration of the Lender (or any adviser, receiver, delegate, attorney or agent) in connection with carrying out its duties or exercising powers or discretions under the Finance Documents or this Agreement; PLEDGE OF SHARES AGREEMENT -11- second, in or towards payment to the Lender without any preference or priority whatsoever of the balance of the Secured Obligations; and third, after the Final Discharge Date, in payment of the surplus (if any) to the Pledgor or other person entitled thereto; provided that any and all payments by or on account of any obligation of the Pledgor hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority; provided further that if the Pledgor shall be required to deduct any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Pledgor shall make such deductions and (iii) the Pledgor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 4.10 Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Lender while no Payment Event has occurred and is continuing, upon the occurrence and during the continuance of any Payment Event the Lender is hereby appointed the attorney-in-fact of the Pledgor, with full authority in the place and stead of the Pledgor, and in the name of the Pledgor or otherwise, and at the Pledgor's expense, for the purpose of carrying out the provisions of this Section 4 and taking any action and executing any instruments that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Lender shall be entitled under this Section 4 to make collections in respect of the Collateral, the Lender shall have the right and power to receive, endorse and collect all checks made payable to the order of the Pledgor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. 4.11 Termination; Release. When all Secured Obligations shall have been finally paid in full whether pursuant to exercise of the Put Option or otherwise and the Commitments of the Lender under the Facility Agreement shall have expired or been terminated, this Agreement shall terminate, and the Lender shall, upon written request, cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. The Lender shall also, upon written request, execute and deliver to the Pledgor upon such termination such UCC termination statements, as shall be reasonably requested in writing by the Pledgor to effect the termination and release of the Security on the Collateral. PLEDGE OF SHARES AGREEMENT -12- Section 5. Miscellaneous. 5.01 No Waiver. No failure on the part of the Lender to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Lender of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law. 5.02 Notices. All notices, requests, consents and demands hereunder shall be in writing and faxed or otherwise delivered to the intended recipient at its address and/or facsimile numbers specified pursuant to Clause 27 of the Facility Agreement and shall be deemed to have been given at the times specified in said Clause. 5.03 Expenses; Indemnification. (a) The Pledgor agrees to reimburse the Lender for all of its costs and expenses (including the fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (w) performance by the Lender of any obligations of the Pledgor in respect of the Collateral that the Pledgor has failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Lender in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 5.03, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 3 hereof. (b) The Pledgor agrees to indemnify the Lender and each Related Party of the Lender (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. PLEDGE OF SHARES AGREEMENT -13- (c) To the extent permitted by applicable law, the Pledgor shall not assert, and the Pledgor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement. (d) All amounts due under this Section 5.03 shall be payable promptly after written demand therefor. (e) All indemnified amounts recoverable by an Indemnitee under this Section 5.03 shall be net of recoveries, contributions, indemnification or other similar payments from third Persons to the extent actually received in cash by such Indemnitee (including but not limited to any insurance proceeds). Any such amounts received in cash by an Indemnitee with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Pledgor; provided that the Indemnitee shall not be obligated to pay over any such amount in excess of the amount paid by the Pledgor to the Indemnitee. 5.04 Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by the Pledgor and the Lender (in accordance with the terms of the Facility Agreement). Any such amendment or waiver shall be binding upon the Lender and the Pledgor. 5.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Pledgor and the Lender (provided however that the Pledgor shall not assign or transfer its rights hereunder without the prior written consent of the Lender and provided further that the Lender may only assign or transfer its rights hereunder in accordance with the Facility Agreement). 5.06 Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement. 5.07 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement shall be effective as delivery of a manually executed counterpart of this Agreement. 5.08 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its Property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of PLEDGE OF SHARES AGREEMENT -14- New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court (or, to the extent permitted by law, in such Federal court). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Pledgor or its properties in the courts of any jurisdiction. (c) The Pledgor hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon CT Corporation, presently located at 111 Eighth Avenue, New York, New York 10011 (the "Process Agent"), and the Pledgor hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Pledgor shall not impair or affect the validity of such service or of any judgment based thereon. The Pledgor hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Such appointment shall be irrevocable as long as this Agreement has not been terminated in accordance with Section 4.12(a) hereof, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Pledgor will, by an instrument reasonably satisfactory to the Lender, appoint another Person in the Borough of Manhattan, New York as such Process Agent subject to the approval of the Lender (not to be unreasonably withheld). The Pledgor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 5.08(c) in full force and effect and to cause the Process Agent to act as such. (d) Nothing herein shall in any way be deemed to limit the ability of the Lender to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Pledgor in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) The Pledgor hereby irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the Supreme Court of the State of New York, County of New York or in the United States District Court of the Southern District of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 5.09 No Immunity. To the extent that the Pledgor may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to PLEDGE OF SHARES AGREEMENT -15- this Agreement, to claim for itself or its properties or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to its obligations under this Agreement, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Pledgor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. 5.10 Agents and Attorneys-in-Fact; Affiliates. (a) The Lender may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (b) In order to enable to bring relevant expertise to bear on its engagement under this Agreement from among its global affiliates, the Pledgor agrees that the Lender may share information obtained from the Pledgor hereunder with its affiliates, and may perform the services contemplated hereby in conjunction with its affiliates, and that any affiliates performing services hereunder shall be entitled to the benefits and subject to the terms of this Agreement. 5.11 Disclosure of Information. The Lender and any of its officers (as defined in the Banking Act, Chapter 19 of Singapore (the "Banking Act")) may disclose to: (a) its head office, branches, Subsidiaries or Affiliates; (a) any person to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (b) any person with (or through) whom the Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Pledgor; (c) any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or (d) any person who is a person, or who belongs to a class of persons, specified in the second column of Part II of the Third Schedule to the Banking Act: (i) for any one or more of the purposes set out in the first column of items 1, 2, 3 and 4 of Part II of the Third Schedule to the Banking Act; or (ii) for any one or more of the purposes set out in the first column of item 8 of Part II of the Third Schedule to the Banking Act, where such disclosure is in PLEDGE OF SHARES AGREEMENT -16- connection with any one or more of the purposes set out in the first column of item 5 of Part II of the Third Schedule to the Banking Act, any customer information (as defined in the Banking Act), any other information about the Pledgor and this Agreement or any other information relating to or in connection with the Facility as the Lender (acting reasonably) shall consider appropriate for any such purposes as it thinks fit. This Section 5.11 is not, and shall not be deemed to constitute, an express or implied agreement by the Lender with the Pledgor for a higher degree of confidentiality (unless otherwise agreed) than that described in Section 47 of the Banking Act and in the Third Schedule to the Banking Act. 5.12 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Lender in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. PLEDGE OF SHARES AGREEMENT -17- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. STT CROSSING LTD By ------------------------ Name: Title: Address for notices: c/o STT Communications Ltd. 51 Cuppage Road #10-11/17 Starhub Centre Singapore 229469 Fax No.: +65 6720 7277 Attention: General Counsel UNITED OVERSEAS BANK LIMITED, as Lender By ------------------------ Name: Title: Address for notices: 1 Raffles Place #10-00 OUB Centre Singapore 048616 Fax No.: +65 6538 1982/6538 2449 Attention: Seah Siew Kee/Jeffrey Ling PLEDGE OF SHARES AGREEMENT -18- ANNEX 1 PLEDGED SECURITIES [See Section 2(j)]

Issuer Certificate No. Registered Owner Number of Shares ------ --------------- ---------------- ---------------- Global Crossing Limited GC 0001 PLEDGOR 1,320,000 common shares, par value $0.01 Global Crossing Limited GC 0002 PLEDGOR 1,320,000 common shares, par value $0.01 Global Crossing Limited GC 0003 PLEDGOR 1,320,000 common shares, par value $0.01 Global Crossing Limited GC 0004 PLEDGOR 1,320,000 common shares, par value $0.01 Global Crossing Limited GC 0005 PLEDGOR 1,320,000 common shares, par value $0.01 Global Crossing Limited GC #004 PLEDGOR 3,600,000 preferred shares, par value $0.10, convertible into approximately 3,600,000 common shares Global Crossing Limited GC #006 PLEDGOR 1,400,000 preferred shares, par value $0.10, convertible into approximately 1,400,000 common shares

ANNEX 1 TO PLEDGE OF SHARES AGREEMENT -19- ANNEX 2 LIST OF LOCATIONS [See Section 4.07.] STT Crossing Ltd, a Mauritius company c/o STT Communications Ltd. 51 Cuppage Road #10-11/17 Starhub Centre Singapore 229469 ANNEX 2 TO PLEDGE OF SHARES AGREEMENT EX-2 3 u92465exv2.txt EX-2 PUT OPTION AGREEMENT EXHIBIT 2 ================================================================================ PUT OPTION AGREEMENT among UNITED OVERSEAS BANK LIMITED and SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD ================================================================================ TABLE OF CONTENTS

Section Page ------- ---- Section 1. Definitions and Interpretations....................................................................1 1.01 Definitions........................................................................................1 1.02 Interpretation.....................................................................................2 1.03 Contracts (Rights of Third Parties) Act............................................................3 Section 2. Put Option.........................................................................................3 2.01 Put Option.........................................................................................3 2.02 Exercise of Put Option.............................................................................3 2.03 Settlement of the Put Option.......................................................................4 2.04 Expiration of Put Option...........................................................................4 2.05 Dividend Payments..................................................................................4 2.06 Undertaking to Complete............................................................................4 2.07 Obligations Unconditional..........................................................................5 Section 3. Representations and Warranties.....................................................................6 3.01 Organization.......................................................................................6 3.02 Authorization, etc.................................................................................6 3.03 Conflicts; Consents................................................................................6 3.04 Brokers, Finders, etc..............................................................................7 Section 4. Restrictions on Transferability....................................................................7 4.01 Successors and Assigns.............................................................................7 4.02 Transfer by the Grantor............................................................................7 4.03 Transfer by Lender.................................................................................7 4.04 Disclosure of Information..........................................................................7 Section 5. Other Covenants of Investments.....................................................................8 5.01 Restrictions on Performance........................................................................8 5.02 Non-Disposal of Global Crossing Shares, Negative Pledge............................................8 Section 6. Miscellaneous......................................................................................9 6.01 Communications.....................................................................................9 6.02 Waivers; Amendments...............................................................................10 6.03 Expenses..........................................................................................11 6.04 Binding Effect; Benefit...........................................................................11 6.05 Severability......................................................................................11 6.06 Further Assurances................................................................................11 6.07 Additional Covenants by Guarantor.................................................................11 6.08 Governing Law.....................................................................................11 6.09 Counterparts......................................................................................11 6.10 Entire Agreement..................................................................................11 6.11 Jurisdiction......................................................................................12

PUT OPTION AGREEMENT PUT OPTION AGREEMENT (this "Agreement"), dated as of 18 December, 2004, between UNITED OVERSEAS BANK LIMITED (the "Lender") and SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD (the "Grantor"). WHEREAS: (A) STT Communications Ltd (the "Borrower") and the Lender have entered into a facility agreement dated 18 December, 2004 (as amended from time to time, the "Facility Agreement"), whereby the Lender has agreed to make available to the Borrower a credit facility of up to US$100,000,000 upon the terms and conditions contained therein. (B) It is a condition to the Lender's obligation to grant the Facility under the Facility Agreement that the Grantor grants to the Lender, on the terms and conditions set forth herein, a put option whereby the Lender may require the Grantor to purchase all of the Global Crossing Shares pledged in favour of the Lender under the STT Crossing Shares Charge, as security for the amounts owing by the Borrower under the Facility Agreement. NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions and Interpretations. 1.01 Definitions. Terms defined in the Facility Agreement shall, unless otherwise defined in this Agreement, bear the same meaning when used herein (including the recitals). In addition: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person (including any Subsidiary) and "Affiliates" and "Affiliated" shall have correlative meanings. For the purpose of this definition, the term "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. "Global Crossing Exercise Shares" has the meaning assigned in Section 2.01. "Dividend Payments" means amounts or securities equal to the amounts of, or securities included in, as the case may be, dividends and distributions (including liquidation and sales proceeds). "Exercise Date" has the meaning assigned to such term in Section 2.02. PUT OPTION AGREEMENT -2- "Exercise Event" shall mean any election by the Lender to exercise or purportedly exercise any of its rights pursuant to Section 4.05(e) of the STT Crossing Shares Pledge. "Exercise Notice" has the meaning assigned to such term in Section 2.02. "Final Discharge Date" means the date on which all the Secured Obligations have been fully and irrevocably paid or discharged and no further Secured Obligations are capable of becoming outstanding. "Global Crossing Charged Shares" means the Global Crossing Shares that are pledged to the Lender pursuant to the STT Crossing Shares Charge. "Governmental Authority" shall mean any nation or government, international or multi-national authority or government, or any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, in each case, that exercises jurisdiction over the Grantor or the Global Crossing Charged Shares. "Parties" means the Lender, the Grantor and any Person who becomes a party to this Agreement under Section 4. Each of the Parties shall be referred to as a "Party". "Person" means an individual, firm, corporation, partnership, association, limited liability company, trust or estate or any other entity or organization whether or not having separate legal existence, including any governmental authority. "Purchase Price" means, in relation to each Global Crossing Exercise Share, US$20. "Put Option" has the meaning assigned to such term in Section 2.1. "Secured Obligations" means, collectively all present and future moneys, debt and liabilities due, owing or incurred by STT Communications Limited and any other party providing security to the Lender under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise). "Subsidiary" means, with respect to any Person, any entity which such Person controls, directly or indirectly. For purposes of this definition, "control" has the meaning set forth above under the definition of "Affiliate." "U.S. Dollar" or "US$" means the lawful currency of the United States of America. 1.02 Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and PUT OPTION AGREEMENT -3- "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". The word "or" shall not be interpreted to be exclusive. The table of contents and headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 1.03 Contracts (Rights of Third Parties) Act. (a) Unless expressly provided to the contrary, a person who is not a party to this Agreement has no right under The Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or enjoy the benefit of any term of this Agreement. (b) Notwithstanding any terms of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement. Section 2. Put Option. 2.01 Put Option. The Grantor grants to the Lender an option (the "Put Option"), exercisable at its sole option, to require the Grantor to purchase all of the Global Crossing Charged Shares in accordance with the terms of this Agreement. The Put Option may be exercised once, in whole or in part, at any time after the occurrence of an Exercise Event, provided that the number of Global Crossing Charged Shares that the Grantor shall be required to purchase (the "Global Crossing Exercise Shares") shall not, exceed the lower of (a) the number of Global Crossing Charged Shares and (b) such number of Global Crossing Charged Shares that when multiplied by the Purchase Price, equals the total amount (as certified by the Lender in accordance with Clause 28.2 (Certificates and Determinations) of the Facility Agreement) of the Secured Debt on the relevant Exercise Date. 2.02 Exercise of Put Option. The Put Option is to be exercised by the Lender providing to the Grantor irrevocable written notice thereof (the "Exercise Notice") specifying the proposed exercise date (the "Exercise Date") and the number of Global Crossing Exercise Shares which are required to be purchased by the Grantor. The Exercise Notice shall be provided to the Grantor at least five Business Days prior to the proposed Exercise Date. The obligation of the PUT OPTION AGREEMENT -4- Grantor to make the payments required by Section 2.03 on the Exercise Date specified in such notice shall become unconditional upon the giving of such notice. 2.03 Settlement of the Put Option. The price payable by the Grantor to the Lender on any date upon exercise by the Lender of the Put Option shall be the Purchase Price in respect of the Global Crossing Exercise Shares that are the subject of the Exercise Notice. Payment of the Purchase Price shall be made by payment by the Grantor, without deduction, set-off or counterclaim, of the Purchase Price on the Exercise Date by wire transfer of immediately available funds to such account as the Lender may specify by notice to the Grantor at least two Business Days prior to the scheduled Exercise Date, without deduction, set-off or counterclaim. Upon payment of such amount, the Lender shall deliver to the Company certificates representing the Global Crossing Exercise Shares to be purchased upon the exercise of the Put Option, together with transfer instructions reasonably satisfactory to the Grantor to effect the transfer of such Global Crossing Exercise Shares to the Grantor (or any nominee of the Grantor) on the registry of shares of Global Crossing. The sale and transfer of the Global Crossing Exercise Shares referred to in this Section 2 shall be without recourse to the Lender and without representation or warranty by the Lender (provided that the Lender shall release the relevant Global Crossing Exercise Shares from the Security created by the STT Crossing Pledge of Shares and any Security created by the Lender) and without limiting the foregoing: (a) the Purchase Price for each Global Crossing Exercise Share shall be the Purchase Price and the Lender shall not have any duty or obligation whatsoever to obtain any other price for such Global Crossing Exercise Share; and (b) in exercising the Put Option in respect of any Global Crossing Exercise Shares, the Lender shall have and be entitled to the same rights as if it were the ultimate beneficial owner of such Global Crossing Exercise Shares. 2.04 Expiration of Put Option. The Put Option shall expire on the Final Discharge Date, unless the Lender shall have on or prior to such date given a notice of its exercise thereof. 2.05 Dividend Payments. The Grantor shall not be entitled to Dividend Payments from any Global Crossing Exercise Shares until such Global Crossing Exercise Shares have been transferred to the Grantor pursuant to this Section 2 (provided that nothing in this Section 2.05 shall prevent the Grantor from receiving dividends from STT Crossing). 2.06 Undertaking to Complete. The Grantor shall give, execute, deliver, file, record, authorize or obtain or procure that STT Crossing gives, executes, delivers, files, records, authorizes or obtains, all such financing statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable (in the reasonable judgment of the Lender) to enable settlement of the Put Option to take place in accordance with Section 2.03 and to otherwise enable the Lender to exercise and enforce its rights hereunder with respect to the Put Option. PUT OPTION AGREEMENT -5- 2.07 Obligations Unconditional. The obligations of the Grantor to purchase the Global Crossing Charged Shares and to pay the Purchase Price under this Section 2 are absolute, irrevocable and unconditional, irrespective of the value, genuineness, legality, validity, regularity, enforceability or performance of (x) the obligations of the Grantor under the STT Guarantee and/or any other agreement or instrument to which the Grantor is a party and (y) any substitution, release or exchange of any guarantee of or security for any of the Secured Obligations and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal discharge or defense of the Grantor's obligations hereunder, it being the intent of this Section 2.06 that the obligations of the Grantor hereunder shall be absolute, irrevocable and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Grantor hereunder: (a) at any time or from time to time, without notice to the Grantor, the time for any performance of or compliance with any of the Secured Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of the Finance Documents shall be done or omitted; (c) the maturity of the Loans shall be accelerated, or any of the Secured Obligations shall be modified, supplemented or amended in any respect, or any other right under any other agreement or instrument referred to herein or therein shall be waived or any guarantee of any of the Secured Obligations or any Security thereof shall fail to be perfected or be released or exchanged in whole or in part or otherwise dealt with; (d) any Security or guarantee granted to, or in favor of, the Lender as Security for any of the Secured Obligations shall fail to be perfected; (e) any change in the financial condition (including without limitation insolvency or bankruptcy) of the Grantor or any guarantor of or other obligor on any of the Secured Obligations; (f) any of the Finance Documents shall be terminated, suspended or otherwise impaired; (g) the Lender shall fail to exhaust any right, power or remedy or to proceed against the Borrower or any obligor under any of the Finance Documents or any other agreement or instrument referred to therein, or shall fail to exhaust any right, power or remedy or to proceed against any other Person or entity under any other guarantee of, or Security for, any of the Secured Obligations; (h) any incapacity or disability, or any lack of or limitation on the status or PUT OPTION AGREEMENT -6- power of, the Grantor or any guarantor of or other obligor on any of the Secured Obligations; or (i) any change in the laws, rules or regulations of any jurisdiction, or any present or future action or order of any governmental or judicial authority, amending, varying, reducing or otherwise affecting the validity or enforceability of the obligations of the Grantor, or any guarantor of or other obligor, in respect of any of the Secured Obligations. The Grantor hereby expressly waives all of the defenses referred to above and diligence, presentment, demand of payment, protest and all notices whatsoever (other than, to the extent provided in Section 2.02 above, any Exercise Notice), and any requirement that any Person exhaust any right, power or remedy or proceed against any other Person under any document or other instrument. The Grantor hereby irrevocably waives any right to initiate or raise any action, suit, claim, counterclaim or defense (in respect of any action for specific performance or otherwise) based upon (a) any obligation of the Lender or any other person to mitigate damages, (b) the Lender or any other Person having an adequate remedy at law, (c) any differential between the Purchase Price and the actual value of the Global Crossing Charged Shares or (d) any suspension, termination or impairment of the Finance Documents. Section 3. Representations and Warranties. The Grantor represents and warrants to the Lender that: 3.01 Organization. The Grantor is a corporation organized and existing under the laws of Singapore, and has full corporate power and authority to conduct its business and to own or lease and to operate its properties as, and in the places where, such business is conducted and such properties are owned, leased or operated. 3.02 Authorization, etc. The Grantor has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of the Grantor. The Grantor has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms. 3.03 Conflicts; Consents. (a) The execution, delivery and performance by the Grantor of this Agreement will not (1) conflict with its Memorandum or Articles of Association, (2) conflict with, or result in the breach or termination of, or constitute a default under, any lease, charter, agreement, commitment or other instrument, or any order, judgment, decree, injunction, regulation or ruling PUT OPTION AGREEMENT -7- of any governmental authority or regulatory organization, domestic or foreign, to which the Grantor, or any of its assets are bound, (3) constitute a violation by the Grantor, as the case may be, of any Law applicable to the Grantor or to any of its assets or (4) result in the creation of any Lien upon any of the assets or properties of the Grantor. (b) Except for (i) actions that have been taken and (ii) consents which have been received, no license, consent authorization or approval or other action by, or notice to or filing or registration with, any Governmental Authority (including without limitation any foreign exchange approval), and no other third-party consent or approval, is necessary for the due execution, delivery and performance by the Grantor of this Agreement or for the legality, validity or enforceability thereof against the Grantor, other than, (x) with respect to the Put Option, the registration and reporting requirements of the Securities Act and the US Securities and Exchange Act of 1934, as amended and any similar US state blue sky laws (including compliance with any restrictive legends relating thereto set forth on the Global Crossing Charged Shares) and the possible application of any telecom and/or antitrust laws or regulations in the United States or elsewhere and (y) with respect to continued ownership (but not with respect to the Put Option) of the Global Crossing Charged Shares, the possible application of the US Exon-Florio Act, which may require a US person to be the beneficial owner of the Global Crossing Charged Shares. 3.04 Brokers, Finders, etc. All negotiations relating to this Agreement and the transactions contemplated hereby and thereby have been carried on without the participation of any Person acting on behalf of the Grantor or any of its Affiliates in such manner as to, and the transactions contemplated hereby and thereby will not otherwise, give rise to any valid claim against the Grantor for any brokerage or finder's commission, fee or similar compensation. Section 4. Restrictions on Transferability. 4.01 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Grantor and the Lender. 4.02 Transfer by the Grantor. The Grantor may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder or any interest herein (and any attempted assignment or transfer by the Grantor without such consent shall be null and void). 4.03 Transfer by Lender. If the Lender assigns all or part of its rights or transfers all or part of its obligations under the Facility Agreement, it may also assign all or part of its rights under this Deed or transfer all or part of its obligations under this Deed without the consent of the Grantor, provided that the Lender shall give to the Grantor not less than three Business Days notice of such assignment or transfer. Any such assignee or transferee shall be and will be treated as a party for all purposes of this Deed and shall be entitled to the full benefit of this Deed to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it. 4.04 Disclosure of Information. The Lender and any of its officers (as defined in the Banking Act, Chapter 19 of Singapore (the "Banking Act")) may disclose to: PUT OPTION AGREEMENT -8- (a) its head office, branches, Subsidiaries or Affiliates; (b) any person to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (c) any person with (or through) whom the Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Grantor; (d) any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or (e) any person who is a person, or who belongs to a class of persons, specified in the second column of Part II of the Third Schedule to the Banking Act: (i) for any one or more of the purposes set out in the first column of items 1,2,3 and 4 of Part II of the Third Schedule to the Banking Act; or (ii) for any one or more of the purposes set out in the first column of item 8 of Part II of the Third Schedule to the Banking Act, where such disclosure is in connection with any one or more of the purposes set out in the first column of item 5 of Part II of the Third Schedule to the Banking Act, any customer information (as defined in the Banking Act), any other information about the Grantor and this Agreement or any other information relating to or in connection with the Facility as the Lender (acting reasonably) shall consider appropriate for any such purposes as it thinks fit. This Section 4.04 is not, and shall not be deemed to constitute, an express or implied agreement by the Lender with the Grantor for a higher degree of confidentiality (unless otherwise agreed) than that described in Section 47 of the Banking Act and in the Third Schedule to the Banking Act. Section 5. Other Covenants of Investments. 5.01 Restrictions on Performance. The Grantors shall not at any time enter into any agreement or other instrument limiting in any manner its ability to perform its obligations under this Agreement, or making such performance or the exercise of the Put Option a default under any such agreement or instrument. 5.02 Non-Disposal of Global Crossing Shares; Negative Pledge. The Global Crossing Charged Shares shall be held in accordance with the STT Crossing Share Charge and the Grantor will PUT OPTION AGREEMENT -9- not permit STT Crossing Ltd to dispose of, nor create, incur, assume or permit to exist any Security on, any of the Global Crossing Charged Shares other than as permitted under the Finance Documents. Section 6. Miscellaneous. 6.01 Communications. (a) Communications in writing Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter. (b) Addresses The address and fax number (and the department or officer, if any for whose attention the communication is to be made) of the Grantor and the Lender for any communication or document to be made or delivered under or in connection with this Agreement is: (i) in the case of the Grantor as follows: 51 Cuppage Road #10-11/17 Singapore 229649 Attention: Chief Financial Officer Telephone: (65) 6723-8770 Facsimile: (65) 6720-7277 (ii) in the case of the Lender, that notified in writing to the Grantor on or prior to the date on which it becomes the Lender, or any substitute address, fax number or department or officer as the Lender or the Grantor may notify to the other party by not less than five Business Days' notice. (c) Delivery (i) Any communication or document made or delivered by the Lender to the Grantor under or in connection with this Agreement will only be effective: (a) if by way of fax, when received in legible form; or PUT OPTION AGREEMENT -10- (b) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Section 6.01(b), if addressed to that department or officer; and (ii) any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified by the Lender in accordance with Section 6.01(b) (or any substitute department or officer as the Lender shall specify for this purpose). (d) English language (i) Any notice given under or in connection with this Agreement must be in English. (ii) All other documents provided under or in connection with this Agreement must be: (a) in English; or (b) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 6.02 Waivers; Amendments. (a) This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties. (b) No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights, powers or remedies provided at law or in equity. PUT OPTION AGREEMENT -11- 6.03 Expenses. The Grantor will bear all the costs and expenses of the Lender incurred in connection with the negotiation, preparation and the giving of effect to the provisions of this Agreement. 6.04 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 6.05 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 6.06 Further Assurances. The Grantor shall give such further assurance, provide such further information, take such further actions and execute and deliver such further documents and instruments as are, necessary or desirable as to give full force and effect to the provisions of this Agreement. 6.07 Additional Covenants by Guarantor. The Grantor covenants (to the extent that it may lawfully do so) that the Grantor will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement and the Grantor (to the extent that it may lawfully do so) hereby expressly waives all benefit and advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Lender, but will suffer and permit the execution of every such power as though no such law had been enacted. 6.08 Governing Law. This Agreement and any disputes, claims or controversies arising from, related to or in connection with this Agreement shall be construed in accordance with the law of Singapore. 6.09 Counterparts. This Agreement may be signed in any number of counterparts including counterparts transmitted by facsimile, each of which shall be deemed an original with the same effect as if the signatures thereto and hereto were upon the same instrument. 6.10 Entire Agreement. This Agreement constitutes the whole agreement among the Parties and thereto relating to the subject matter hereof and thereof and supersedes all prior agreements or understandings both oral and written among all of the Parties and thereto relating to the subject matter hereof and thereof. PUT OPTION AGREEMENT -12- 6.11 Jurisdiction. The Grantor (a) agrees that any suit, action, or other legal proceeding arising out of this Agreement may be brought in the courts of record of Singapore, (b) consents to the jurisdiction of such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of such suit, action or proceeding in such court and (d) waives the defense of an inconvenient forum to the maintenance of any such suit, action or other proceeding in such court. PUT OPTION AGREEMENT -13- IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be duly executed by its respective authorized officers: GRANTOR: The COMMON SEAL OF ) SINGAPORE TECHNOLOGIES ) TELEMEDIA PTE LTD was ) hereunto affixed in the presence of: ) ------------------------------------ Director ------------------------------------ Director/Secretary/Authorised person LENDER: SIGNED, SEALED AND DELIVERED ) by ) as attorney for and on behalf of ) UNITED OVERSEAS BANK LIMITED ) in the presence of: ) ------------------------------------ Witness's signature PUT OPTION AGREEMENT