FLAG TELECOM UK LIMITED

National Westminster Bank PLC as Security Agent

Nil.

THE BANK OF NEW YORK, A NEW YORK BANKING CORPORATION AS TRUSTEE

INDENTURE PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES

THE BANK OF NEW YORK, AS COLLATERAL TRUSTEE AND AS TRUSTEE FOR THE HOLDERS OF SECURITES ISSUEDUNDER THE INDENTURE.

SECURITY AND PLEDGE AGREEMENT

THE BANK OF NEW YORK ACTING IN ITS CAPACITY AS COLLATERAL TRUSTEE AND AS TRUSTEE FOR THE HOLDERS OF SECURITIES ISSUED PURSUANT TO THE INDENTURE

DEBENTURE