GLOBAL CROSSING LIMITED AND STT CROSSING LTD. RECAPITALIZATION AGREEMENT

EXHIBIT 4.4

RECAPITALIZATION AGREEMENT

dated as of

May 9, 2007

BETWEEN

GLOBAL CROSSING LIMITED

AND

STT CROSSING LTD.

RECAPITALIZATION AGREEMENT

This RECAPITALIZATION AGREEMENT (this “ Agreement ”) is made and entered into as of May 9, 2007, by and among Global Crossing Limited, a company organized under the laws of Bermuda (“ Global Crossing ”) and STT Crossing Ltd., a company organized under the laws of Mauritius (“ STT Crossing ”).

W I T N E S S E T H :

WHEREAS, STT Crossing has entered into an indenture, dated as of December 23, 2004 as amended and restated from time to time (the “ Indenture ”), pursuant to which Global Crossing has issued to STT Crossing the 4.7% Senior Secured Mandatory Convertible Notes due 2008 (the “ GCL Notes ”) and STT Crossing desires to convert its GCL Notes into shares of common stock, par value $0.01 per share, of Global Crossing (the “ Common Shares ”) and warrants to acquire Common Shares; and

WHEREAS, Global Crossing intends to obtain financing (the “ Global Crossing Debt Financing ”) under a senior secured credit facility of up to $300,000,000 pursuant to a credit and guaranty agreement (the “ Credit and Guaranty Agreement ”) to be entered into with, amongst others, Goldman Sachs Credit Partners, L.P. and Credit Suisse Securities (USA) LLC. As a condition thereto, STT Crossing is required to enter into a subordination and intercreditor agreement (the “ Intercreditor Agreement ”) and Global Crossing is required to enter into the Senior Debt Documents (as defined in the Intercreditor Agreement). The closing of the Global Crossing Debt Financing is referred to herein as the “ Closing ” and the date on which the Closing occurs is referred to herein as the “ Closing Date ”.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

RECAPITALIZATION

1.1 Restructuring Fee and Intercreditor Agreement . Upon the terms and subject to the conditions of this Agreement, on the Closing Date:

(a) Global Crossing shall pay to STT Crossing a restructuring fee of $7.5 million in cash within five (5) business days following the Closing Date to an account designated by STT Crossing, it being understood and agreed that as and when such restructuring fee is paid, the same shall be deemed fully earned and non-refundable;

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(b) Global Crossing shall deliver to STT Crossing the Intercreditor Agreement substantially in the form attached hereto as Exhibit A , duly executed by all parties thereto (except STT Crossing);

(c) Global Crossing shall deliver to STT Crossing the duly executed Credit and Guaranty Agreement and Senior Debt Documents; and

(d) Global Crossing shall deliver to STT Crossing the resolution by its board of directors approving this Agreement and the transactions contemplated hereby.

1.2 Conversion of the GCL Notes . Upon the terms and subject to the conditions of this Agreement, and provided that an event of default has not occurred and is not continuing under the Indenture, no later than 30 days (as determined by STT Crossing in its sole and absolute discretion) following the earlier of (i) the date falling 90 days after the Closing Date or (ii) the date of Substantial Completion of the Senior Collateral (as defined in the Intercreditor Agreement) (the “ Conversion Date ”):

(a) On the Conversion Date, STT Crossing agrees to convert the GCL Notes (the “ Conversion ”) and Global Crossing shall, upon the Conversion, issue and deliver to STT Crossing (i) 7,772,855 Common Shares (the “ New Common Shares ”) and (ii) 8,806,431 warrants (the “ Warrants ”) exercisable into 8,806,431 Common Shares (the “ Warrants Shares ”). The Warrants shall be substantially in the form of Exhibit B and shall have ten year maturities with an initial exercise price of $0.01 per Common Share;

(b) If Global Crossing fails to deliver all of the securities in accordance with Section 1.2(a) (including because the condition in Section 5.2(a) has not been satisfied) for reasons other than those due to the default of STT Crossing, (i) Global Crossing shall pay to STT Crossing $10.5 million in cash within five (5) business days following the Conversion Date to an account designated by STT Crossing and (ii) Global Crossing and STT Crossing shall work together using commercially reasonable efforts to restructure the transactions contemplated hereby so that parties will receive the same economic benefits as each party would have received had the transactions contemplated under this Agreement been effected. The parties agree that the final terms of such restructuring shall be subject to the approval of the Audit Committee of Global Crossing; and

(c) Global Crossing and STT Crossing shall enter into an amendment to the registration rights agreement substantially in the form attached hereto as Exhibit C (the “ Amendment No. 3 to the Registration Rights Agreement ”) providing for registration rights with respect to the New Common Shares, the Warrants and the Warrant Shares.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF GLOBAL CROSSING

Global Crossing hereby represents and warrants to STT Crossing, as of the date hereof and the Conversion Date, as follows:

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2.1 Due Authorization; Enforceability .

It has all right, corporate power and authority to enter into, execute and deliver this Agreement and the Warrant Agreement and to consummate the transactions contemplated hereby and thereby. Its execution and delivery of this Agreement, and of the Warrant Agreement when it is executed and delivered, and its compliance with each of the provisions of this Agreement and the Warrant Agreement are within its corporate power and authority and have been duly authorized by all requisite corporate and other action on its part. The Audit Committee of the Board of Directors of Global Crossing has recommended that the Board of Directors of Global Crossing approve, and the Board of Directors of Global Crossing has approved, this Agreement, the Warrant Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by it, and the Warrant Agreement when executed and delivered, will be duly and validly executed and delivered by it, and this Agreement, and the Warrant Agreement when it is executed and delivered, constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

2.2 No Conflicts or Violations; Consents .

Neither the execution, delivery or performance by it of this Agreement and the Warrant Agreement nor the consummation by it of the transactions contemplated hereby and thereby will: (i) conflict with, or result in a breach or violation of, any provision of its memorandum of association, certificate of incorporation or bylaws or other organizational documents; (ii) constitute, with or without notice or the passage of time or both, a breach, violation or default, create any encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any law applicable to or binding on it or any provision of any contract, agreement or other arrangement to which it is a party or pursuant to which it or any of its assets or properties is subject, except for breaches, violations, defaults, encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, prospects, operations or condition (financial or otherwise) of Global Crossing and its subsidiaries taken as a whole or its ability to consummate the transactions contemplated hereby; or (iii) except for approval from the United States Federal Communications Commission (the “ FCC ”) referred to in Section 4.4 for which approval will be sought, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any governmental entity or any other person on its part. No representation is made with respect to compliance with NASD Rule 4350(i)(1)(D).

2.3 Valid Issuance of Securities .

The New Common Shares and Warrants will be, and the Warrant Shares will be, if and when issued in accordance with the terms of the Warrants, duly authorized, validly issued, fully paid and non-assessable, free from all liens, claims and encumbrances, as the case may be, and will not be subject to any pre-emptive rights or similar rights.

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2.4 Brokers or Finders .

Upon the consummation of the transactions contemplated by this Agreement and the Warrant Agreement, no agent, broker, investment banker or other person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee from Global Crossing or any subsidiary of Global Crossing in connection with any of the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF STT CROSSING

STT Crossing hereby represents and warrants to Global Crossing, as of the date hereof and the Conversion Date, as follows:

3.1 Due Authorization; Enforceability .

It has all right, power and authority to enter into, execute and deliver this Agreement and the Warrant Agreement and to consummate the transactions contemplated hereby and thereby. Its execution and delivery of this Agreement, and of the Warrant Agreement when it is executed and delivered, and its consummation of the transactions contemplated hereby and thereby are within its power and authority and have been duly authorized by all necessary action on its part. This Agreement has been duly and validly executed and delivered by it, and the Warrant Agreement when it is executed, will be duly and validly executed and delivered by it, and this Agreement and the Warrant Agreement, when it is executed and delivered, constitute its legal, valid and binding agreement, enforceable against it in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

3.2 Consents; No Violations .

Neither the execution, delivery or performance by it of this Agreement and the Warrant Agreement nor the consummation by it of the transactions contemplated hereby and thereby will: (i) conflict with, or result in a breach or violation of, any provision of its organizational documents; (ii) constitute, with or without notice or the passage of time or both, a breach, violation or default, create any encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any law or any provision of any contract, agreement or other arrangement of it, or to which it or any of its assets or properties is subject, except for breaches, violations, defaults, encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on its ability to consummate the transactions contemplated hereby; or (iii) except for approval from the FCC referred to in Section 4.4 for which approval will be sought, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any governmental entity or any other person on its part. No representation is made with respect to compliance with NASD Rule 4350(i)(1)(D).

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3.3 Securities Laws Matters .

STT Crossing is acquiring the New Common Shares and the Warrants for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof. STT Crossing (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the New Common Shares and the Warrants and is capable of bearing the economic risks of such investment. STT Crossing is an “accredited investor” as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “ Securities Act ”). STT Crossing understands and acknowledges that the New Common Shares and the Warrants have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction.

3.3 Brokers or Finders .

Upon the consummation of the transactions contemplated by this Agreement and the Warrant Agreement, no agent, broker, investment banker or other person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee from STT Crossing in connection with any of the transactions contemplated by this Agreement.

ARTICLE IV

OTHER AGREEMENTS

4.1 Fees and Expenses .

Global Crossing shall pay, or shall cause to be paid, to STT Crossing, within five (5) business days following the request from STT Crossing, (a) all reasonable, actual, documented, out-of-pocket costs and expenses incurred by STT Crossing and their affiliates in connection with the transactions contemplated by this Agreement, including all reasonable out-of-pocket expenses, costs and other fees of their legal, accounting and financial advisors and (b) all outstanding fees and expenses incurred by STT Crossing and their affiliates in connection with prior consents provided under the GCL Notes.

4.2 Reasonable Efforts; Notification .

(a) Upon the terms and subject to the conditions set forth in this Agreement, each party to this Agreement shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable, the transactions contemplated by this Agreement and to bring about the satisfaction of all other conditions to the other parties’ obligations to close;

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provided , however , that nothing in this Agreement shall obligate any party to waive or modify any of the material terms and conditions of this Agreement or any of the documents contemplated hereby, except as expressly set forth herein.

(b) (i) Global Crossing shall give written notice to STT Crossing promptly upon becoming aware of any event, circumstance, condition, fact, effect, or other matter that has resulted in, or that would be reasonably likely to result in, (A) any representation or warranty set forth in Article II being or becoming untrue or inaccurate in any material respect as of any date on or after the date hereof until the Conversion Date, (B) the failure by Global Crossing to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (C) any change, effect, event, occurrence, state of facts or development of which it becomes aware that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Global Crossing to consummate the transaction contemplated by this Agreement; and (ii) STT Crossing shall give written notice to Global Crossing promptly upon becoming aware of any event, circumstance, condition, fact, effect, or other matter that has resulted in, or that would be reasonably likely to result in, (A) any representation or warranty set forth in Article III being or becoming untrue or inaccurate in any material respect as of any date on or after the date hereof until the Conversion Date, (B) the failure by STT Crossing to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or (C) any change, effect, event, occurrence, state of facts or development of which it becomes aware that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of STT Crossing to consummate the transaction contemplated by this Agreement;

provided , however , that no such notification under clause (i) or (ii) above shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

4.3 Further Assurances .

At any time and from time to time after the date hereof, the parties agree to use their respective reasonable best efforts to cooperate with each other and (i) at the reasonable request of any other party, execute and deliver any instruments or documents, and (ii) take, or cause to be taken, all such further action as any other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder or thereunder. If either party hereto conclude in good faith or is advised by the National Association of Securities Dealers, Inc. (“ NASD ”) or Nasdaq that the shareholders of Global Crossing are required to approve any of the transactions contemplated by this Agreement, Global Crossing will use its commercially reasonable efforts to obtain the required approval of its shareholders as promptly, and in the manner, as STT Crossing directs. STT Crossing will agree to cooperate reasonably with the seeking of such approval and to vote (or execute a written consent) to approve any of the transactions required to be so approved. The parties hereto shall also modify the terms of this Agreement to the extent required to accommodate such approval requirement. If the shareholders of Global Crossing are required to approve any of the transactions contemplated by this Agreement, then the number of New Common Shares shall be reduced to a level that would not require such approval and the number

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of Warrants and Warrant Shares would be increased by any such reduction (share for share). The exercise of the Warrants would then be conditioned on Global Crossing obtaining the requisite approval of its shareholders for the exercise of the Warrants and the issuance of the Warrant Shares thereunder.

4.4 Regulatory Approvals .

As promptly as reasonably practicable after the date hereof, Global Crossing will use its commercially reasonable efforts to obtain FCC and any other required regulatory approvals (“ Regulatory Approvals ”) to increase STT Crossing’s ownership percentage to account for and allow STT Crossing’s ownership of the New Common Shares, the Warrants and Warrant Shares to be issued hereunder and under the Warrant Agreement. Global Crossing will promptly provide STT Crossing with copies of any correspondence or written materials delivered to, or received from, the regulatory agencies in connection with the Regulatory Approvals and will promptly notify STT Crossing of any material developments in connection with the Regulatory Approvals. As promptly as reasonably practicable after the date hereof, Global Crossing will use its commercially reasonable efforts to obtain definitive advice from the NASD and/or Nasdaq as to whether the shareholders of Global Crossing must approve the transactions contemplated by this Agreement.

ARTICLE V

CONDITIONS

5.1 Conditions to Obligation of STT Crossing as of the Conversion Date . The obligation of STT Crossing to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment to the satisfaction of STT Crossing, unless waived by STT Crossing at or prior to the Conversion Date, of each of the following conditions:

(a) No statute, rule or regulation or order, judgment or decree of any court or administrative agency or other governmental entity shall be in effect which prohibits the consummation of the transactions contemplated hereby; provided , however , that each of the parties shall have used reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; provided , that STT Crossing shall not assert the failure of this condition to be satisfied if such failure resulted from such party’s failure to satisfy the first proviso of this Section 5.1(a) or any other provision of this Agreement;

(b) The representations and warranties of Global Crossing contained in this Agreement shall be true and correct in all material respects when made and as of the Conversion Date;

(c) Global Crossing shall have performed, satisfied and complied in all material respects with each of their respective covenants and agreements set forth in this Agreement to be performed, satisfied and complied with on or prior to or at the Conversion Date;

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(d) The Audit Committee of the Board of Directors of Global Crossing and the Board of Directors of Global Crossing shall not have withdrawn or adversely modified their approval of this Agreement and the transactions contemplated hereby;

(e) Global Crossing shall have delivered to STT Crossing an officers’ certificate executed by the Chief Executive Officer and the Chief Financial Officer of Global Crossing, certifying as to Global Crossing’s compliance with the conditions set forth in clauses (b) and (c) of this Section 5.1;

(f) STT Crossing shall have received the payments in accordance with Sections 1.1(a) and 4.1;

(g) STT Crossing shall have received the validly issued share certificates representing the New Common Shares;

(h) STT Crossing shall have received the validly issued warrant certificates for the Warrants;

(i) The delivery by Global Crossing of an opinion of counsel, satisfactory in form and substance to STT Crossing, that the Warrant Agreement has been duly executed and delivered by Global Crossing and is the legally valid and binding agreement of Global Crossing, enforceable against Global Crossing in accordance with its terms subject to any limitations arising from applicable bankruptcy and related laws; and

(j) STT Crossing shall have received Amendment No. 3 to the Registration Agreement duly executed and delivered by Global Crossing, which shall be the legal, valid and binding agreement of Global Crossing, enforceable against it in accordance with its terms.

5.2 Conditions to Obligation of Global Crossing as of the Conversion Date . The obligation of Global Crossing to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment to the satisfaction of Global Crossing, unless waived by Global Crossing at or prior to the Conversion Date, of the following condition:

(a) No statute, rule or regulation or order, judgment or decree of any court or administrative agency or other governmental entity shall be in effect which prohibits the consummation of the transactions contemplated hereby; provided , however , that each of the parties shall have used reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; provided , that Global Crossing shall not assert the failure of this condition to be satisfied if such failure resulted from such party’s failure to satisfy the first proviso of this Section 5.2(a) or any other provision of this Agreement.

ARTICLE VI

TERMINATION

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6.1 Termination .

This Agreement may be terminated at any time prior to Conversion Date by written notice from the terminating party to the other party (except where otherwise provided below):

(a) by mutual written agreement of Global Crossing and STT Crossing;

(b) by STT Crossing, if Global Crossing shall have breached its representations, warranties, covenants or other agreements contained in this Agreement in a manner that would cause the conditions in Section 5.1(b) or (c) to fail; and

(c) by STT Crossing, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a final and non-appealable order, judgment or decree or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

6.2 Effect of Termination .

In the event of the termination of this Agreement in accordance with its terms by any party pursuant to Section 6.1, this Agreement shall forthwith become null and void and there shall be no liability on the part of any party hereto (or any shareholder, director, officer, partner, employee, agent, consultant or representative of such party), except as set forth in this Section 6.2 and except that any such termination shall not relieve any party from liability for any breach of this Agreement; provided that Sections 1.2(b), 4.1, 6.2, 7.1, 7.2, 7.3 and 7.7 through and including 7.10 shall survive termination of this Agreement in accordance with its terms by any party.

ARTICLE VII

MISCELLANEOUS

7.1 Successors and Assigns .

This Agreement shall bind and inure to the benefit of each party hereto and to each party’s respective successors, permitted assigns, heirs and personal representatives; provided , that Global Crossing may not assign any of its rights or obligations under this Agreement to any person without the prior written consent of STT Crossing and provided , further , that STT Crossing may assign its rights under this Agreement, including its right to receive the New Common Shares, the Warrants and the Warrant Shares, to any of their affiliates as they may designate in their sole discretion and, in such event, such designee shall assume all of the rights and obligations of such party hereunder.

7.2 Entire Agreement .

This Agreement, the Intercreditor Agreement, the Warrant Agreement, the Amendment No. 3 to the Rights Registration Agreement, the Credit and Guaranty Agreement and the Senior Debt Documents contain the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements or understandings with respect thereto.

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7.3 Notices .

All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopy or globally recognized overnight courier, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties:

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All such notices, requests, consents and other communications shall be deemed to have been given or made if and when delivered personally or by overnight courier to the parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice).

7.4 Amendments .

The terms and provisions of this Agreement may be modified or amended, or any of the provisions hereof waived, temporarily or permanently, in a writing executed and delivered by each party hereto. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar). No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

7.5 Counterparts .

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all together shall constitute one agreement.

7.6 Headings .

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

7.7 Governing Law; Submission to Jurisdiction .

This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State of New York. Each party hereto hereby consents to the jurisdiction of any state or federal court located within the county of New York, State of New York and irrevocably agrees that all actions or proceedings arising out of or relating to this Agreement shall be litigated in such courts. Each party hereto hereby expressly submits and consents to the jurisdiction of the aforesaid courts and waives any defense of forum non conveniens. Each party hereto hereby waives personal service of any and all process and agrees that all such service of process may be made upon it by certified or registered mail, return receipt requested, addressed to such party at its respective address set forth in this Agreement and service so made shall be complete ten (10) days after the same has been posted.

7.8 Waiver of Jury Trial .

EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

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7.9 Severability .

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

7.10 No Interpretation Against Drafter .

This Agreement is the product of negotiations among the parties hereto represented by counsel and any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

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Exhibit A

Form of Intercreditor Agreement

EXHIBIT A

EXECUTION VERSION

SUBORDINATION AND INTERCREDITOR AGREEMENT

This SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of May 9, 2007 is entered into by and among GLOBAL CROSSING LIMITED, an exempt company with limited liability organized under the laws of Bermuda (the “ Company ”), each other Grantor (as defined below) from time to time party hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as administrative agent and collateral agent under the Senior Debt Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “ Senior Agent ”), WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee under the Subordinated Debt Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “ Trustee ”) and STT CROSSING LTD. (“ STT ”), a company organized under the laws of Mauritius, as the Subordinated Creditor (as defined below). Capitalized terms used herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS, the Company, the other Grantors party thereto from time to time, the Senior Lenders party thereto from time to time and the Senior Agent have entered into that certain Credit and Guaranty Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented, modified and/or Refinanced from time to time, the “ Senior Credit Agreement ”), providing for the making of term loans;

WHEREAS, the obligations under the Senior Credit Documents of the Company and the other Grantors from time to time party thereto, and all Hedging Agreements with one or more Other Creditors, are secured by substantially all the assets of the Company and such Grantors pursuant to the Senior Security Documents;

WHEREAS, the Company, as issuer, the other Grantors party thereto from time to time and the Trustee have entered into that certain Indenture, dated as of December 23, 2004 (as amended, restated, amended and restated, supplemented, modified and/or Refinanced from time to time, in accordance with this Agreement, including, without limitation, pursuant to that certain Supplemental Indenture, dated as of the date hereof the “ Indenture ”), pursuant to which the Company has issued payable-in-kind notes (the “ PIK Notes ”);

WHEREAS, the obligations under the Subordinated Debt Documents of the Company and the other Grantors from time to time party thereto are secured by substantially all the assets of the Company and the other Grantors pursuant to the Subordinated Security Documents; and

WHEREAS, the parties hereto desire to enter into this Agreement in order to subordinate the payment obligations and Liens under the Subordinated Debt Documents to the payment obligations and Liens under the Senior Debt Documents, in each case on the terms and conditions set forth herein;

Exhibit A

Page 2

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions .

1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” has the meaning set forth in the Senior Credit Agreement.

“ Agreement ” means this Subordination and Intercreditor Agreement, as amended, restated, amended and restated, renewed, extended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“ Bankruptcy Law ” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Cap Amount ” means $300,000,000, reduced by the amount of payments and prepayments actually received by any Senior Creditor which resulted in repayments of principal with respect to the Senior Obligations.

“ Cash Collateral ” has the meaning set forth in Section 363(a) of the Bankruptcy Code.

“ Closing Date ” has the meaning set forth in the Senior Credit Agreement.

“ Collateral ” means, collectively, Common Collateral and Specified Collateral.

“ Common Collateral ” means, at any time, all of the assets and property of any Grantor, whether real, personal or mixed, constituting both Senior Collateral and Subordinated Collateral.

“ Company ” has the meaning set forth in the first paragraph of this Agreement.

“ Comparable Subordinated Security Document ” means, in relation to any Common Collateral subject to any Lien created under any Senior Security Document, that Subordinated Security Document which creates a Lien on the same Common Collateral, granted by the same Grantor.

Exhibit A

Page 3

“ Creditors ” means, collectively, the Senior Creditors and the Subordinated Creditor.

“ Defaulting Creditor ” has the meaning set forth in Section 5.13(d) hereof.

“ Discharge of Senior Credit Agreement Obligations ” means, except to the extent otherwise provided in Section 5.12 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Proceeding at the rate provided for in the respective Senior Documents, whether or not such interest would be allowed in any such Proceeding) and premium (including, without limitation, any applicable prepayment penalty), if any, on all Indebtedness outstanding under the Senior Credit Documents, (b) payment in full in cash of all other Senior Obligations (other than Other Obligations) that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, and (c) termination of all other commitments of the Senior Creditors under the Senior Credit Documents.

“ Discharge of Senior Obligations ” means, except to the extent otherwise provided in Section 5.12 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Proceeding at the rate provided for in the respective Senior Credit Document, whether or not such interest would be allowed in any such Proceeding) and premium (including, without limitation, any applicable prepayment penalty), if any, on all Indebtedness outstanding under the Senior Credit Documents, (b) payment in full in cash of all other Senior Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms reasonably satisfactory to the Senior Agent) of all Hedging Agreements issued or entered into, as the case may be, by any Senior Creditor permitted by the Senior Credit Agreement and (d) termination of all other commitments of the Senior Creditors under the Senior Credit Documents.

“ Disposition ” has the meaning set forth in Section 5.2(a)(ii) hereof.

“ Eligible Purchaser ” has the meaning set forth in Section 5.13(a) hereof.

“ Enforcement Action ” shall mean any action to collect, or enforce payment of, the Subordinated Obligations, or exercise any of the remedies with respect to the Subordinated Obligations set forth in any of the Subordinated Debt Documents or that otherwise may be available to the Trustee or the Subordinated Creditor, either at law or in equity, by judicial proceedings (including by filing a Proceeding) or otherwise (including, without limitation, taking any action under state or Federal law (including the UCC) to foreclose upon, take possession of, sell any Collateral or otherwise exercise remedies as a secured creditor); provided that the exercise of any right or option to effect the PIK Conversion with respect to any PIK Notes shall not constitute an Enforcement Action.

“ Excluded Obligations ” has the meaning set for the definition of Senior Obligations.

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“Exempt Subordinated Costs and Expenses” means (i) a restructuring fee equal to (a) $7,500,000 payable on or about the date hereof by the Company to the Subordinated Creditor plus (b) the Consent Warrants (as defined in the Recapitalization Agreement) to be delivered by the Company to the Subordinated Creditor concurrently with the consummation of the PIK Conversion or, if the Company fails (and for reasons other than those due to a default of the Subordinated Creditor under the Recapitalization Agreement) to timely deliver the Consent Warrants pursuant to the terms of the Recapitalization Agreement, the amount of $10,500,000 payable in connection with the consummation of the PIK Conversion, (ii) any out-of-pocket costs and expenses (including, without limitation, reasonable legal fees) reimbursable by the Company to the Trustee, and fees payable by the Company to the Trustee, in either case pursuant to the terms of the Indenture and/or Subordinated Debt Documents which are paid to or received by the Trustee and (iii) so long as no Senior Acceleration Event has occurred and no event of default under the Senior Debt Documents has occurred and is continuing and no Proceeding under any applicable Bankruptcy Law has been commenced, any reasonable out-of-pocket costs and expenses of the Subordinated Creditor (including, without limitation, reasonable legal fees and reasonable out-of-pocket costs and expenses incurred by the Subordinated Creditor in connection with its review of any request for a waiver under the Subordinated Debt Documents) reimbursable by the Company pursuant to the terms of the Indenture, the Recapitalization Agreement and/or Subordinated Debt Documents which are paid to or received by the Subordinated Creditor.

“ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Grantors ” means the Company and each other Person that has executed and delivered, or may from time to time hereafter execute and deliver, a Senior Security Document or a Subordinated Security Document.

“ Hedging Agreements ” means and includes each Interest Rate Protection Agreement and each Other Hedging Agreement.

“ Indebtedness ” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Senior Credit Agreement or the Indenture.

“ Indenture ” has the meaning set forth in the recitals hereto.

“ Interest Rate Protection Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any similar recording or notice statute, and any lease having substantially the same effect as the foregoing).

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“ Loans ” means “Loans” under, and as defined in, the Senior Credit Agreement.

“ New Agent ” has the meaning set forth in Section 5.12 hereof.

“ Obligations ” means any and all obligations (including guaranty obligations) with respect to the payment and performance of (a) any principal of or interest or premium on any indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability, including interest that accrues on or after the commencement of any Proceeding of any Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such Proceeding, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any indebtedness (including, without limitation, the retaking, holding, selling or otherwise disposing of or realizing on the Collateral), (c) any obligation to post cash collateral in respect of letters of credit or any other obligations, and (d) all performance obligations under the documentation governing any indebtedness.

“ Other Creditor ” means (i) each Senior Lender or any affiliate thereof (even if the respective Senior Lender subsequently ceases to be a Senior Lender under the Senior Credit Agreement for any reason) party to a Hedging Agreement with any Grantor and (ii) the respective successors and assigns of each such Senior Lender, affiliate or other financial institution referred to in clause (i) above.

“ Other Hedging Agreement ” means any foreign exchange contract, currency swap agreement, commodity agreement or other similar arrangement designed to protect against fluctuations in currency values or commodity prices.

“ Other Obligations ” means (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues on or after the commencement of any Proceeding at the rate provided for in the respective Hedging Agreement, whether or not a claim for post-petition interest is allowed in any such Proceeding) of each Grantor owing to the Other Creditors, now existing or hereafter incurred under, arising out of or in connection with each Hedging Agreement (including all such obligations and indebtedness under any guarantee to which each Grantor is a party) and (ii) the due performance and compliance by each Grantor with the terms, conditions and agreements of each Hedging Agreement.

“ Permitted Subordinated Debt Payments ” means (i) interest payments on account of the Subordinated Indebtedness evidenced by the PIK Notes but only to the extent made on a paid-in-kind or accretion basis (and not made in cash), and (ii) the accrual (and not payment in cash) of default interest on Subordinated Obligations evidenced by the PIK Notes, in each instance, to the extent then due and payable in accordance with the terms of the Subordinated Debt Documents .

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“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ PIK Conversion ” has the meaning set forth in Section 3.2(a) hereof

“ PIK Notes ” has the meaning set forth in the recitals hereto.

“ Post-Closing Collateral Requirement ” has the meaning set forth in the Senior Credit Agreement.

“ Post-Petition Financing ” has the meaning set forth in Section 6.1 hereof.

“ Priority Lien ” has the meaning set forth in Section 5.1(b) hereof.

“ Proceeding ” has the meaning set forth in Section 2.2(b) hereof.

“ Purchase Notice ” has the meaning set forth in Section 5.13(b) hereof.

“ Recapitalization Agreement ” means the Recapitalization Agreement, dated the date hereof, between the Company and the Subordinated Creditor, as in effect on the date hereof.

“ Recovery ” has the meaning set forth in Section 6.5 hereof.

“ Refinance ” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such indebtedness. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Remedial Action ” has the meaning set forth in Section 5.2(a)(i) hereof.

“ Reorganization Subordinated Securities ” means any (i) equity securities of the Company or any of its Subsidiaries and (ii) notes or other debt securities issued in substitution of all or any portion of the Subordinated Obligations that are subordinated, including in right of payment, to the Senior Obligations (or any notes or other securities issued in substitution of all or any portion of the Senior Obligations) at least to the same extent and, in the case of clause (ii), on substantially the same terms, on which the Subordinated Obligations are subordinated to the Senior Obligations pursuant to the terms of this Agreement, and which securities have maturities and other terms no less advantageous to the Grantors and Senior Creditors than the terms contained in the Subordinated Debt Documents.

“ Required Senior Creditors ” means (i) at all times prior to the occurrence of the Discharge of Senior Credit Agreement Obligations, the Required Senior Lenders (or, to the extent required by the Senior Credit Agreement, each of the Senior Lenders), and (ii) at all times after the occurrence of the Discharge of Senior Credit Agreement Obligations, the holders of at least the majority of the then outstanding Other Obligations (determined by the Senior Agent in such reasonable manner as is acceptable to it).

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“ Required Senior Lenders ” means the “Requisite Lenders” under, and as defined in, the Senior Credit Agreement.

“ Security Documents ” means, collectively, the Senior Security Documents and the Subordinated Security Documents.

“ Senior Acceleration Event ” as the meaning set forth in Section 2.2(a) hereof.

“ Senior Agent ” has the meaning set forth in the recitals hereto.

“ Senior Collateral ” means, at any time, all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Senior Obligations pursuant to any Senior Debt Document.

“ Senior Credit Agreement ” has the meaning set forth in the recitals hereto.

“ Senior Credit Documents ” means the Senior Credit Agreement and the other Credit Documents (as defined in the Senior Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Senior Obligation and any other document or instrument executed or delivered at any time in connection with any Senior Obligation (including any intercreditor or joinder agreement among holders of Senior Obligations but excluding Hedging Agreements), to the extent such are effective at the relevant time, as each may be amended, modified, restated, supplemented, replaced and/or Refinanced from time to time in accordance with the terms thereof and hereof.

“ Senior Creditors ” means, at any relevant time, the holders of Senior Obligations at such time, including, without limitation, the Senior Lenders, the Other Creditors, the Senior Agent and the other agents and arrangers under the Senior Credit Agreement.

“ Senior Debt Documents ” means and includes the Senior Credit Documents and the Hedging Agreements entered into with one or more Other Creditors.

“ Senior Lenders ” means the “Lenders” under, and as defined in, the Senior Credit Agreement.

“ Senior Obligations ” means (i) subject to the second succeeding sentence herein, all Obligations outstanding under the Senior Credit Agreement and the other Senior Credit Documents, and (ii) all Other Obligations. “ Senior Obligations ” shall in any event include: (a) all interest accrued or accruing (or which would, absent commencement of a Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) on or after the commencement of a Proceeding in accordance with the rate specified in the relevant Senior Debt Document, whether or not the claim for such interest is allowed or allowable as a claim in such Proceeding, (b) any and all reasonable fees and expenses (including reasonable attorneys’ and/or financial consultants’ fees and expenses) incurred by the Senior Agent and the other Senior Creditors on or after the commencement of a Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Proceeding, and

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(c) all obligations for the payment of money and liabilities of each Grantor under each Senior Debt Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due. The Senior Obligations shall not include (x) principal of Loans in excess of the Cap Amount as in effect at the time incurred or (y) any amount in clauses (a) through (c) of the preceding sentence incurred in connection with the enforcement of the excess amounts referred to in preceding clause (x) (excluding, in either case, any such excess amounts representing the capitalization of interest or fees or resulting from fluctuations in currency values, which excess amounts shall be Senior Obligations) (the Obligations described in clauses (x) and (y), collectively, the “ Excluded Obligations ”).

“ Senior Security Documents ” means the Collateral Documents (as defined in the Senior Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Senior Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

“ Service of Process Agent ” means The Corporate Trust Company, presently located at 1209 Orange Street, Wilmington, DE 19805.

“ Specified Collateral ” means, at any time, any Collateral constituting Subordinated Collateral that does not also constitute Senior Collateral.

“ Subordinated Collateral ” means, at any time, all of the assets of the Company or any of its Subsidiaries, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Subordinated Obligations pursuant to any Subordinated Debt Document (for the avoidance of doubt, irrespective of whether any such Subsidiary is a party hereto or to any Senior Debt Document).

“ Subordinated Creditor ” means the Subordinated Creditor that is a signatory hereto and, at any relevant time, the holders of Subordinated Obligations at such time, including, without limitation, the Subordinated Noteholders and any agents and arrangers under the Indenture.

“ Subordinated Debt Documents ” means the Indenture, the Security Documents (as defined in the Indenture), the PIK Notes and each of the other agreements, documents and instruments providing for or evidencing any other Subordinated Obligation, and any other document or instrument executed or delivered at any time in connection with any Subordinated Obligation, as the same may be amended, restated, modified and/or otherwise supplemented from time to time in accordance with the terms hereof and thereof.

“ Subordinated Noteholders ” means the “Holders” under and as defined in the Indenture.

“ Subordinated Obligations ” means all Obligations outstanding under the Indenture and the other Subordinated Debt Documents. “ Subordinated Obligations ” shall in any event include: (a) all interest accrued or accruing (or which would, absent commencement of an Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code),

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accrue) on or after commencement of a Proceeding in accordance with the rate specified in the relevant Subordinated Credit Document whether or not the claim for such interest is allowed or allowable as a claim in such Proceeding, (b) any and all reasonable fees and expenses (including reasonable attorneys’ and/or financial consultants’ fees and expenses) incurred by the Trustee and the Subordinated Creditor on or after the commencement of a Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Proceeding, and (c) all obligations for the payment of money and liabilities of each Grantor under each Subordinated Debt Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

“ Subordinated Security Documents ” means the Security Documents (as defined in the Indenture) and any other agreement, document, mortgage or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Subordinated Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof.

“ Subsidiary ” of any Person means and includes (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, limited liability company, association, joint venture or other entity (other than a corporation) in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.

“ Subsidiary Guarantors ” means each Subsidiary of the Company which enters into a guaranty of any Senior Obligations or Subordinated Obligations.

“ Substantial Completion of the Senior Collateral ” means the date on which not less than 80% of the book value of the Collateral (as determined by the Senior Agent in its reasonable discretion and following receipt by the Senior Agent of a certificate of an authorized officer of the Company certifying the same and setting forth in reasonable detail the related calculations (such certificate to be delivered promptly by an officer of the Company upon reaching such 80% threshold described above)) becomes subject to a perfected Lien in favor of the Senior Agent securing the Senior Obligations.

“ Trigger Date ” has the meaning set forth in Section 3.2(a) hereof.

“ Trustee ” has the meaning set forth in the first paragraph of this Agreement.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

1.2 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any

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pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (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 Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement, (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, (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs.

SECTION 2. Subordination of Subordinated Obligations to Senior Obligations .

2.1 Subordination . The Subordinated Obligations, including all payments of principal, interest, fees and all other amounts thereunder are hereby, and shall continue to be, subject and subordinate in right of payment to the prior payment in full, in cash, of all Senior Obligations to the extent, and in the manner, set forth herein. The foregoing shall apply notwithstanding the availability of Collateral to the Senior Creditors, the Trustee or the Subordinated Creditor or the actual date and time of execution, delivery, recordation, filing or perfection of any security interests granted with respect to the Senior Obligations or the Subordinated Obligations, or the lien or priority of payment thereof, and in any instance wherein the Senior Obligations or any claim for the Senior Obligations is subordinated, avoided or disallowed, in whole or in part, under the Bankruptcy Code or other applicable federal, foreign, state or local law.

2.2 Restriction on Enforcement by Subordinated Creditor; Payment Restrictions; Proceedings; Etc . Each of the Trustee and the Subordinated Creditor hereby agrees that until the Discharge of Senior Obligations has occurred:

(a) Neither the Trustee nor the Subordinated Creditor shall, without the prior written consent of the Required Senior Creditors, which consent may be withheld or conditioned in the Required Senior Creditors’ sole discretion, commence, or join or participate in, any Enforcement Action. Subject to the terms and conditions of Section 2.2(f), (g), (h) and (i), if, as a result of an event of default under the Senior Credit Agreement, the Senior Obligations have become or are declared to be due and payable in full (a “ Senior Acceleration Event ”) and an event of default has occurred and is continuing under the Indenture, the Senior Agent shall be entitled to instruct the Trustee or the Subordinated Creditor in writing to pursue any Enforcement

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Action (or to cease any such Enforcement Action after having been so instructed) with respect to any Specified Collateral and the Trustee or Subordinated Creditor shall use reasonable efforts to promptly comply with such instructions. Notwithstanding any provision of the Subordinated Debt Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment (whether in cash, property, securities (other than Reorganization Subordinated Securities) or otherwise) of principal, interest, premium or any other amount due with respect to the Subordinated Obligations shall be made or received, and neither the Trustee nor the Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Obligations, until the Discharge of Senior Obligations has occurred; provided , however , the Company may make, and the Trustee and the Subordinated Creditor may accept and retain, Permitted Subordinated Debt Payments and Exempt Subordinated Costs and Expenses.

(b) Until the Discharge of Senior Obligations has occurred, in the event that any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, is made of all or any part of the property, assets or business of the Company or any other Grantor or the proceeds thereof, in whatever form, to any creditor or creditors of the Company or any other Grantor or to any holder of indebtedness of the Company or any other Grantor or by reason any liquidation, dissolution or other winding up of the Company or any Grantor or their respective businesses, or of any receivership or custodianship for the Company or any other Grantor or of all or substantially all of their respective property, or of any insolvency or bankruptcy proceedings or assignment for the benefit of creditors or any proceeding by or against the Company or any other Grantor for any relief under any bankruptcy, reorganization or insolvency law or laws, federal, foreign, state or local, or any law, federal, foreign, state or local relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension (each, a “ Proceeding ”), then except as contemplated by the last sentence of Section 2.2(a), (i) no payment of any kind or character (whether in cash, property, securities or otherwise (other than Reorganization Subordinated Securities and Exempt Subordinated Costs and Expenses) shall be made to or accepted by the Trustee or the Subordinated Creditor in respect of the Subordinated Obligations and (ii) any payment or distribution of any kind or character, whether in cash, property, securities or otherwise (other than Reorganization Subordinated Securities and Exempt Subordinated Costs and Expenses), which, but for the terms hereof, otherwise would be payable or deliverable in respect of the Subordinated Obligations, shall be paid or delivered to the Senior Agent, and each of the Trustee and the Subordinated Creditor irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and deliveries. In any such event, the Trustee, on behalf of itself and each other Subordinated Creditor, hereby (x) irrevocably authorizes empowers and directs the Senior Agent to demand, sue for, collect and receive every such payment or distribution, (y) agrees to execute and deliver to the Senior Agent or its representative all such further instruments confirming the authorization referred to in immediately preceding clause (x) as the Senior Agent may reasonably request and (z) irrevocably authorizes, empowers and appoints the Senior Agent its agent and attorney-in-fact to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Obligations in connection with any such Proceeding upon the failure of such Person to do so 15 days before the expiration of the time to file any such proof of claim; provided , however , that the Senior Agent shall have no obligation to execute, verify,

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deliver, and/or file any such proof of claim. The Senior Obligations shall continue to be treated as Senior Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Agent, each Senior Creditor, the Trustee and the Subordinated Creditor even if all or part of the Senior Obligations or the Liens securing the Senior Obligations are subordinated, set aside, avoided or disallowed in connection with any such Proceeding. Each of the Trustee and the Subordinated Creditor hereby agrees to not exercise any and all rights that it may acquire by subrogation or otherwise to any Lien of the Senior Obligations or any portion thereof until the Discharge of Senior Obligations has occurred.

(c) In any Proceeding, neither the Trustee nor the Subordinated Creditor shall (i) oppose, object to, or vote against any plan of reorganization or disclosure statement, or join with or support any third party in doing so, to the extent the terms of such plan or disclosure statement comply with the following clause (ii) and are otherwise consistent with the rights of the Senior Creditors under this Agreement or (ii) support or vote for any plan of reorganization or disclosure statement of any Grantor unless (x) such plan provides for the payment in full in cash of all Senior Obligations (including all post-petition interest, fees and expenses as provided in Section 6.6 hereof) on the effective date of such plan of reorganization, or (y) such plan provides on account of the Senior Obligations for Liens for the benefit of the Senior Creditors on all Collateral, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted to, the Trustee are only on assets or property securing the Senior Obligations and shall have the same relative priority with respect to the Collateral or other assets or property, respectively, as provided in this Agreement with respect to Common Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, on account of the Senior Obligations or the Subordinated Obligations, such plan provides that any such deferred cash payments or other distributions in respect of the Subordinated Obligations shall be delivered to the Senior Agent and distributed in accordance with the payment subordination provisions and Lien priorities provided herein, it being understood that, in the event that any plan is proposed by any debtor, creditor, or other party in interest in any such Proceeding that is inconsistent with or purports to alter the provisions of this Agreement, the Senior Agent shall be deemed to have been granted, as of the date hereof, an irrevocable power of attorney to vote the claims of the Subordinated Creditor against any such plan, with such appointment being coupled with an interest, and the Senior Agent shall be deemed the “holder” of such claims within the meaning of Section 1126(a) of the Bankruptcy Code. Except as provided in this Section 2.2(c), the Subordinated Creditor shall remain entitled to vote its claims in any such Proceeding.

(d) Neither the Trustee nor the Subordinated Creditor shall pledge, assign, hypothecate, transfer, convey or sell any Subordinated Obligations or any interest in any Subordinated Obligations to any entity (other than under the relevant Senior Security Documents or Subordinated Security Documents and in accordance with the relevant requirements of the Senior Credit Agreement to a Credit Party (as defined in the Senior Credit Agreement) which is a party hereto) without the prior written consent of the Senior Agent (with the prior written consent of the Required Senior Creditors), provided that Subordinated Creditor may assign some or all of the Subordinated Obligations to any assignee or transferee so long as such assignee or transferee acquiring any interest in the Subordinated Obligations shall execute and deliver a written acknowledgment to the Senior Agent of receipt of a copy of this Agreement and the written agreement by such Person to be bound by the terms of this Agreement.

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(e) Upon the reasonable request by the Senior Agent or the Required Senior Creditors, the Trustee or the Subordinated Creditor, as applicable, shall within ten (10) days furnish the Senior Creditors with a statement, duly acknowledged and certified, setting forth the original principal amount of the notes evidencing the Indebtedness with respect to the Subordinated Obligations, the unpaid principal balance, all accrued interest but unpaid interest and any other sums due and owing thereunder, the rate of interest, the monthly payments and further certifying that, to the best knowledge of the Trustee or the Subordinated Creditor, there exist no defaults with respect to any Subordinated Obligations, or if any such defaults exist, specifying the defaults and the nature thereof.

(f) Notwithstanding anything to the contrary contained herein, neither the Trustee nor the Subordinated Creditor shall be required to take any action (i) which is contrary to this Agreement, (ii) which is contrary to applicable law, or (iii) if the Trustee and/or the Subordinated Creditor have not received an indemnity or other undertaking from the Senior Agent and/or the Required Senior Creditors with respect to any claim, suit or cause of action of any third party arising out of such action, which undertaking is satisfactory to the Trustee and the Subordinated Creditor in their reasonable discretion.

(g) Neither the Trustee nor the Subordinated Creditor, nor any of their respective Affiliates, shall be responsible to any Senior Creditor for (i) any recitals, statements, representations or warranties made by the Company or any other Grantor contained in this Agreement, the Indenture, the PIK Notes or any Subordinated Debt Documents or in any certificate or other document referred to or provided for in, or received by Trustee or Subordinated Creditor under, contained in this Agreement, the Indenture, or any Subordinated Debt Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Collateral, the Indenture, the PIK Notes or any Subordinated Debt Documents or any other documents referred to or provided for hereunder or thereunder, or (iii) any failure by the Company or any Grantor to perform their respective obligations hereunder or thereunder; provided , however , that nothing in this Section shall be deemed or construed as limiting the rights of the Trustee or the Subordinated Creditor or the obligations of the Company and/or the Grantors in this Agreement, the Indenture, the PIK Notes or any Subordinated Debt Documents.

(h) The Trustee shall be entitled to advice of counsel and other professionals concerning all matters relating to its duties hereunder, but the Trustee shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this Agreement. The Trustee may employ agents and attorneys-in-fact and shall not be responsible for the acts or omissions of any of such agents or attorneys-in-fact selected by it in good faith.

(i) The Trustee shall not be responsible to any Senior Creditor for any action taken or omitted to be taken by it hereunder or under any Subordinated Debt Document, or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Trustee shall have no fiduciary duty to any Senior Creditor.

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2.3 Enforcement by Senior Agent or Senior Creditors . In taking any Enforcement Action or otherwise exercising any rights and remedies (with respect to Collateral or otherwise) in accordance with the terms of the Senior Debt Documents or the terms hereof, the Senior Agent and the other Senior Creditors may enforce the provisions of the Senior Credit Documents and (with respect to Specified Collateral) the Subordinated Debt Documents and undertake Enforcement Actions in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

2.4 Incorrect Payments; Payments from Enforcement Actions with respect to Specified Collateral . If any payment (whether in cash, property or securities, and including, without limitation, any proceeds of any Collateral pursuant to the enforcement of any Security Document or the exercise of any remedial provision thereunder) (x) not permitted to be accepted by the Trustee or the Subordinated Creditor under this Agreement or (y) received by the Trustee or the Subordinated Creditor in connection with an Enforcement Action undertaken pursuant to the second sentence of Section 2.2(a) is received by the Trustee or the Subordinated Creditor on account of any Subordinated Obligations prior to the occurrence of the Discharge of Senior Obligations, such payment shall not be commingled with any asset of such Person, shall be held in trust by such Person for the benefit of the Senior Agent and the other Senior Creditors and shall be paid over to the Senior Agent, or its designated representative, for application to the payment of the Senior Obligations then remaining unpaid; provided, however, that the Subordinated Agent or the Subordinated Creditor shall be entitled to receive payment from the Company for any Exempt Subordinated Costs and Expenses and/or recoup from amounts realized by it in any Enforcement Action or other exercise of rights or remedies with respect to Specified Collateral pursuant to the second sentence of Section 2.2(a) the amount of any reasonable out-of-pocket expenses incurred by it in connection therewith.

SECTION 3. Priority of Liens; Etc .

3.1 Subordination of Liens, Etc . (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Subordinated Obligations granted on the Collateral or of any Liens securing the Senior Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Subordinated Debt Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the Senior Obligations and/or Subordinated Obligations), each of the Trustee and the Subordinated Creditor hereby agrees that: (a) any Lien on Common Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Agent or any Senior Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on Common Collateral securing any of the Subordinated Obligations; and (b) any Lien on Common Collateral now or hereafter held by or on behalf of the Trustee, the Subordinated Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise,

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shall be junior and subordinate in all respects to all Liens on Common Collateral securing any Senior Obligations. All Liens on Common Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on Common Collateral securing any Subordinated Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the Senior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Obligations (and the security therefor).

3.2 Conversion of PIK Notes; Perfection of Senior Agent’s First-Priority Lien . (a) The Subordinated Creditor shall promptly (but in any event within 30 days) after the earlier to occur of (x) Substantial Completion of the Senior Collateral and (y) 90 days after the date of this Agreement (the earlier of (x) and (y), the “ Trigger Date ”), effect a conversion of the PIK Notes to common stock and warrants of the Company pursuant to the Indenture and the Recapitalization Agreement (the “ PIK Conversion ”), provided that, so long as (i) an insolvency or bankruptcy event of default under the Indenture or the Senior Credit Agreement has occurred and is continuing or (ii) the conditions precedent to the PIK Conversion in Section 5.1 of the Recapitalization Agreement have not been satisfied, the Subordinated Creditor may, but shall not be obligated to, consummate the PIK Conversion. So long as any event described in clause (i) or (ii) above remains continuing, consummation of the PIK Conversion shall be at the sole option of the Subordinated Creditor. The Company agrees to use its best efforts to meet all conditions precedent to the effectiveness of the PIK Conversion under the Recapitalization Agreement. In the event that the PIK Conversion has not been consummated because the Company has failed to meet any condition precedent in Section 5.1 of the Recapitalization Agreement, the Company shall continue to use its best efforts to satisfy such condition(s) and consummate the PIK Conversion as soon as possible.

(b) It is understood and agreed that it is the intent of the parties that, as soon as practicable following the Closing Date, all Senior Obligations shall be secured by a perfected first-priority Lien on all Collateral in accordance with the Post-Closing Collateral Requirement. In furtherance of the foregoing, each of the Trustee and the Subordinated Creditor agrees, upon the request of the Senior Agent, promptly to enter into, execute and/or deliver any agreements, filings, instruments or other documents reasonably requested by the Senior Agent (including, without limitation, (x) delivery of any Collateral in which a security interest may be perfected by possession and (y) following the occurrence of the PIK Conversion, releases of the Liens of the Trustee in existence on the date hereof) and to otherwise use its best efforts to permit the Senior Agent to obtain a first-priority perfected Lien on all Collateral. This Section 3.2(b) shall survive termination of this Agreement.

3.3 Prohibition on Contesting Liens . Each of the Trustee and the Subordinated Creditor and the Senior Agent, for itself and on behalf of each Senior Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Proceeding), (i) the validity or enforceability of any Security Document or any Obligation thereunder, (ii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to

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the Security Documents with respect to the Senior Obligations or (iii) the relative rights and duties of the holders of the Senior Obligations and the Subordinated Obligations granted and/or established in this Agreement or any other Security Document with respect to such Liens, mortgages, assignments, and security interests; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of the Senior Agent or any other Senior Creditor to enforce this Agreement, including the priority of the Liens securing the Senior Obligations as provided in Section 3.1 hereof.

3.4 No New Liens . So long as the Discharge of Senior Obligations has not occurred, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Subordinated Obligation unless it has also granted a Lien on such asset or property to secure the Senior Obligations and has taken all actions to perfect such Liens. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Agent and/or the other Senior Creditors, each of the Trustee and the Subordinated Creditor agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 3.4 shall be subject to Section 2.4 hereof.

SECTION 4. Lien Enforcement .

4.1 Exercise of Remedies . (a) Subject to the provisions of the second sentence of Section 2.2(a) hereof, so long as the Discharge of Senior Obligations has not occurred, whether or not any Proceeding has been commenced by or against the Company or any other Grantor: (i) neither the Trustee nor the Subordinated Creditor will exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee or any Subordinated Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any other Senior Creditor or any other exercise by the Senior Agent or any other Senior Creditor of any rights and remedies relating to Collateral under the Senior Credit Documents or otherwise, or object to the forbearance by the Senior Agent or the other Senior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to Collateral; and (ii) the Senior Agent shall have the exclusive right, and the Required Senior Creditors shall have the exclusive right to instruct the Senior Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to Collateral without any consultation with or the consent of the Trustee or the Subordinated Creditor, all as though the Subordinated Obligations did not exist; provided , however , that (A) in any Proceeding commenced by or against the Company or any other Grantor, the Trustee may (x) subject to the provisions of Section 2.2(b) hereof, file a claim or statement of interest with respect to the Subordinated Obligations and (y) subject to the provisions of Section 2.2(c) hereof, vote such claim, (B) the Trustee, at the written direction of

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the Subordinated Creditor, may take any action (not adverse to the prior Liens on Common Collateral securing the Senior Obligations, or the rights of the Senior Agent or the other Senior Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on Collateral in accordance with the terms of this Agreement (and, with respect to its Liens on Specified Collateral, shall take any such action if instructed to do so by the Senior Agent), (C) the Subordinated Creditor shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor, including any claim secured by Collateral, if any, in each case in accordance with the terms of this Agreement and (D) the Subordinated Creditor may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) subject to the provisions of Section 2.2(c) hereof, the Trustee and the Subordinated Creditor may file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement with respect to the Subordinated Obligations and Common Collateral.

(b) Subject to the provisions of Section 2.2(a) hereof, each of the Trustee and the Subordinated Creditor agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of Senior Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, the sole right of the Trustee and the Subordinated Creditor with respect to Common Collateral is to hold a Lien on Common Collateral pursuant to the Subordinated Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the Senior Obligations has occurred in accordance with the terms of the Subordinated Debt Documents and applicable law.

(c) Each of the Trustee and the Subordinated Creditor (i) agrees that neither the Trustee nor the Subordinated Creditor will take any action that would hinder, delay, limit or prohibit any exercise of remedies under the Senior Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the Senior Obligations to the Subordinated Obligations or grant the Liens on Common Collateral securing the Subordinated Obligations equal ranking to the Liens securing the Senior Obligations and (ii) hereby waives any and all rights it may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the Senior Agent or the other Senior Creditors seek to enforce or collect the Senior Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Senior Agent or Senior Creditors is adverse to the interest of the Trustee or the Subordinated Creditor.

(d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Subordinated Security Documents or any other Subordinated Credit Document shall be deemed to restrict in any way the rights and remedies of the Senior Agent or the other Senior Creditors with respect to the Collateral as set forth in this Agreement and the Senior Credit Documents.

Exhibit A

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SECTION 5. Other Agreements .

5.1 Actions Upon Default Under Subordinated Debt Documents . Each of the Trustee and the Subordinated Creditor agrees that (i) upon the occurrence of an event of default under any Subordinated Debt Document as to which the Trustee is provided written notice, the Trustee shall promptly notify the Senior Agent thereof in writing and shall specify the nature of such event of default and (ii) subject to the other terms of this Agreement governing the undertaking of any Enforcement Action by the Trustee and the Subordinated Creditor and to the other terms hereof, if any event of default or other event or condition exists under any Subordinated Debt Document, the effect of which is to permit the Trustee or the Subordinated Creditor to accelerate the maturity of any Indebtedness thereunder, then if a Senior Acceleration Event shall have occurred and be continuing and the Senior Agent so instructs in writing, the Trustee and Subordinated Creditor shall forthwith accelerate the Subordinated Obligations in accordance with the terms of such Subordinated Debt Document as in effect on the date hereof.

5.2 Releases . (a) If, in connection with:

(i) the exercise of the Senior Agent’s remedies in respect of the Collateral pursuant to the terms hereof, including any sale, lease, exchange, transfer or other disposition of any such Collateral while any event of default under the Senior Credit Agreement remains continuing (any of the foregoing, a “ Remedial Action ”);

(ii) any sale, lease, exchange, transfer or othe