Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Teleglobe and Excel each shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. Except as otherwise provided in this Section --------------------- ------- 8.5, the Company, from the date of this Agreement until the earlier of --- termination of this Agreement and the Effective Time, agrees that neither it nor any of its officers and directors shall, and the Company shall direct and use its best efforts to cause its management employees and Representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (iit) solicitnot to, initiate, encourage solicit or knowingly facilitate (including by way of furnishing information) encourage, directly or indirectly, any inquiries or proposals that constitutethe making of any proposal or offer (including, without limitation, any proposal or could reasonably be expected offer to lead tostockholders of the Company) with respect to a merger, (x) a breach of consolidation or similar transaction, other than pursuant to this Agreement, either Voting Agreement involving, or either Stock Option Agreement any purchase of all or otherwise interfere in any material respect with the completion significant portion of the Merger properties and assets or any equity securities of, the Company (y) a any such proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public -------------------- confidential information to or data to, or have any discussions with, any Person relating toto an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not shall make all reasonable efforts to release enforce any third party from, or waive any provision of, any standstill agreement confidentiality agreements to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalparty. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or and entities referred to in the first sentence hereof of the obligations under this Section 8.5. The Company promptly will notify TNF if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company. Notwithstanding the foregoing, in the event the Company receives an Acquisition Proposal that was not solicited by it and that did not result from a breach of this Section 5.5 8.5 (an "Unsolicited Proposal"), the Company may in response ----------- -------------------- thereto provide confidential information or data (subject to the execution of the obligations undertaken a customary confidentiality agreement) to, or engage in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe discussions or Excel (or their advisors) negotiations with, Representatives of any Acquisition Proposal or any request for nonpublic information a proposed acquiror in connection with an the transaction(s) contemplated by the Acquisition Proposal, provided that (x) the transaction contemplated by the Acquisition Proposal is for all or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% substantially all of the outstanding shares of Excel Common Existing Stock held by non-affiliates of the Company (and may include or common exclude shares held by affiliates of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwiseCompany), (iiy) the Company Board determines in good faith, after receiving advice from a merger or other business combination involving Teleglobe or Excel pursuant nationally recognized investment banking firm, that the consideration offered in the Acquisition Proposal is superior to which any Third Party acquires more than 10% the Per Share Amount and that such transaction(s) represents a transaction superior to the Transactions for holders of the outstanding shares Existing Stock (taking into account, among other things, the expected time to close the transaction, the certainty of Excel Common Stock or common shares of Teleglobe capital stock, as closing the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Exceltransaction, and the entity surviving any merger other terms and conditions as compared with the Transactions, and (z) in the opinion of the Company Board, after consultation with its outside legal counsel and financial adviser, the failure to provide such information or business combination including any data or engage in such discussions or negotiations may reasonably be determined to constitute a breach of them) of Teleglobe or Excel having a fair market value (as determined fiduciary duties by the Company Board of Directors of Teleglobe or Excelunder applicable law (an Acquisition Proposal which satisfies the foregoing clauses (x) and (y) being referred to herein as a "Superior Proposal"). Nothing contained in this Section ----------------- 8.5 shall prohibit the Company from complying with its obligations under Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; provided, as the case may behowever, that, in good faith) equal to more than 10% complying with such rules, the Company will not make or authorize any recommendations of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as any Acquisition Proposal unless it constitutes a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingSuperior Proposal.

Acquisition Proposals. (a) Teleglobe The Company and Excel each its officers, directors, employees, representatives and agents shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalProposal (as defined in Section 6.2(b) hereof). Each The Company and its Subsidiaries will not, and will use their best efforts to cause their respective officers, directors, employees and investment bankers, attorneys, accountants or other agents retained by the Company or any of Excel and Teleglobe agrees its Subsidiaries not to release to, (i) initiate or solicit, directly or indirectly, any third party frominquiries with respect to, or waive any provision the making of, any standstill agreement Acquisition Proposal, or (ii) except as permitted below, engage in negotiations or discussions with, or furnish any information or data to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely Third Party (as defined in Section 8.3(b) hereof) relating to make an Acquisition ProposalProposal (other than the transactions contemplated hereby and by the Ancillary Agreements). Each of Teleglobe and Excel agrees that it will take Notwithstanding anything to the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken contrary contained in this Section 5.5.6.2, the Company may furnish information to, and participate in discussions or negotiations (including, as a part thereof, making any counter- proposal) with, any Third Party which submits an unsolicited written Acquisition Proposal to the Company if the Company's Board of Directors by a majority vote determines in its good faith judgment, based as to legal matters upon the written opinion of legal counsel, that the failure to furnish such information or participate in such discussions or negotiations would likely constitute a breach of the Board's fiduciary duties under applicable Law; provided, that nothing herein shall prevent the Board from taking, and disclosing to the Company's shareholders, a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided further, that the Board shall not recommend that the shareholders of the Company tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment, based as to legal matters on the written opinion of legal counsel, that failing to take such action would likely constitute a breach of the Board's fiduciary duty; provided further, that the Company shall not enter into any agreement with respect to any Acquisition Proposal except concurrently with or after the termination of this Agreement (except with respect to confidentiality and standstill agreements to the extent expressly provided below). The Company shall promptly provide Parent with a copy of any written Acquisition Proposal received and a written statement with respect to any non-written Acquisition Proposal received, which statement shall include the identity of the parties making the Acquisition Proposal and the terms thereof. The Company shall promptly inform Parent of the status and content of any discussions regarding any Acquisition Proposal with a Third Party. In no event shall the Company provide non-public information regarding the Retained Business to any Third Party making an Acquisition Proposal unless such party enters into a confidentiality agreement containing provisions designed to reasonably protect the confidentiality of such 18 (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) For purposes of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, the term "Alternative TransactionACQUISITION PROPOSAL" means either shall mean any bona fide proposal, whether in writing or otherwise, made by a Third Party to acquire beneficial ownership (ias defined under Rule 13(d) of the Exchange Act) of all or a transaction material portion of the Assets of, or any material equity interest in, any of the Company, a Retained Subsidiary or the Retained Business pursuant to which any person (a merger, consolidation or group other business combination, sale of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may besale of Assets, whether pursuant to a tender offer or exchange offer or otherwisesimilar transaction involving either the Company, (ii) a merger Retained Subsidiary or other business combination involving Teleglobe the Retained Business, including, without limitation, any single or Excel pursuant multi-step transaction or series of related transactions which is structured to which permit such third party to acquire beneficial ownership of any Third Party acquires more than 10% material portion of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may beAssets of, or shares exercisable or convertible into or exchangeable for more than 10% any material portion of the outstanding shares of Excel Common Stock equity interest in, either the Company, a Retained Subsidiary or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, Retained Business (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for than the transactions contemplated by this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, Agreement and the entity surviving Ancillary Agreements); provided, that the term "ACQUISITION PROPOSAL" shall not include any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined transactions which relate solely to the businesses to be owned by Spinco and the Board of Directors of Teleglobe or Excel, as Spinco Companies following the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, Spin-Off and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay not have an adverse effect on the consummation of the Merger Offer, the Merger, the Spin- Off or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingtransactions contemplated hereby.

Acquisition Proposals. The Company agrees that neither it nor any of its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and the Company shall direct and use its best efforts to cause its employees, agents and representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party it or any of its Subsidiaries subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to shareholders of the Company) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal")) or, (ii) if the Company's Board of Directors determines, upon receipt of a written opinion of its outside counsel, that it is required to take the following action in order to fulfill their fiduciary duties to the Company's shareholders under the State Corporation Law, engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release enforce any third party from, or waive any provision of, any standstill agreement confidentiality agreements to which it or any of its subsidiaries is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalparty. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.5. 5.1. The Company will notify (bdescribing the relevant facts) Teleglobe and Excel shall each notify the other party Parent immediately after receipt by Teleglobe if any such inquiries or Excel (or their advisors) of proposals are received by, any Acquisition Proposal such information is requested from, or any request for nonpublic information in connection with an Acquisition Proposal such negotiations or for access discussions are sought to be initiated or continued with, the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactCompany. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe The Company and Excel each shall notof its Subsidiaries, and each of their respective directors, officers, employees, agents and representatives, will immediately cease any discussions or negotiations presently being conducted with respect to any Acquisition Proposal (as defined in Section 6.8(g)). The Company and its Subsidiaries will not and will use their best efforts to cause their respective directors, officers, employees, agents and representatives not to (i) initiate or solicit, directly or indirectly, through any inquiries with respect to, or the making of, any Acquisition Proposal or (ii) except as expressly permitted in accordance with Section 6.8(b), engage in any negotiations or discussions with, furnish any information or data to or enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with any party relating to any Acquisition Proposal. The Company will be responsible for any breach of the provisions of this Section 6.8 by any director, officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney the Company or accountant retained by such party or by any of such party's Subsidiaries or stockholders)its Subsidiaries. (ib) solicitNotwithstanding the provisions of Section 6.8(a) but subject to the other provisions of this Section 6.8, initiatethe Company may engage in discussions or negotiations with, encourage furnish information and data to, withdraw, modify or knowingly facilitate amend its recommendation and approval of the Merger and enter into a letter of intent, agreement in principle, acquisition agreement or similar agreement with any party that submits an Acquisition Proposal to the Company after the date of this Agreement and on or prior to June 30, 1999 (including the "Applicable Period") which the Board of Directors of the Company by way of furnishing information) any inquiries or proposals that constitute, or majority vote determines in its good faith judgment could reasonably be expected to lead to, (x) result in a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction Superior Acquisition Proposal (as defined belowin Section 6.8(h)). (c) involving such party or any Nothing in this Section 6.8 will prevent the Board of its Subsidiaries (any Directors of the foregoing inquiries Company from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act with respect to any publicly announced unsolicited tender offer or proposals being referred otherwise from making any disclosure to its stockholders if, in this Agreement as an "its good faith judgment based on the opinion of outside legal counsel, failure to so disclose would be inconsistent with its obligations under applicable law; provided that the Board of Directors will not recommend that the stockholders of the Company tender their shares of Company Common Stock in connection with any such tender offer unless (i) such tender offer is determined to be a Superior Acquisition Proposal"), Proposal in accordance with the provisions of Section 6.8(h) and (ii) engage the Company has provided the Parent Corporation with not less than five business days prior written notice of any such action. (d) The Company will within 24 hours after its receipt of any Acquisition Proposal provide the Parent Corporation with a copy of such Acquisition Proposal or, in connection with any non-written Acquisition Proposal, a written statement setting forth in reasonable detail the terms and conditions of such Acquisition Proposal, including the identity of the acquiring party. The Company will promptly inform the Parent Corporation of the status and content of any discussions or negotiations or discussions concerninginvolving any Acquisition Proposal. In connection with any determination by the Board of Directors of the Company that an Acquisition Proposal is a Superior Acquisition Proposal, or the Company will within 24 hours after the making of such determination provide the Parent Corporation with a written summary in reasonable detail of the reasons for such determination. (e) In no event will the Company provide any non-public information regarding the Company or any of its Subsidiaries to any Person relating to, or otherwise facilitate any effort or attempt party making an Acquisition Proposal unless such party enters into a written confidentiality agreement containing confidentiality provisions substantially similar to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing those contained in the Confidentiality Agreement. In the event the Company enters into any confidentiality agreement with a party pursuant to the provisions of this Section 6.8(e) that does not include terms and conditions that are substantially similar to those contained in the sixth paragraph of the Confidentiality Agreement shall prevent Teleglobe or Excel (the "Standstill Provisions"), then the Parent Corporation and its Subsidiaries will be released from complying with Rule 14e-2 their obligations under the Exchange Act Standstill Provisions to the same extent as such party. (f) The Company will not enter into any letter of intent, agreement in principle, acquisition agreement or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore agreement with respect to any Superior Acquisition Proposal. Each Proposal unless (i) the Company has provided the Parent Corporation with not less than five business days prior written notice of Excel such action and Teleglobe agrees not to release any third party from, (ii) such action is taken by the Company concurrently with or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take after the necessary steps to inform promptly the individuals or entities referred to in the first sentence termination of this Agreement in accordance with the provisions of Section 5.5 of the obligations undertaken in this Section 5.58.1(e). (bg) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an The term "Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As " as used in this AgreementAgreement means any bona fide proposal, "Alternative Transaction" means either whether or not in writing, made by a party to acquire beneficial ownership (ias defined under Rule 13(d) promulgated under the Securities Exchange Act) of all or a transaction material portion of the assets of, or any material equity interest in, the Company and Subsidiaries taken as a whole pursuant to which any person (a merger, consolidation or group other business combination, sale of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may besale of assets, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger similar transaction involving the Company or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior including any single or multi-step transaction or series of related transactions that is structured to permit such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected party to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingacquire such beneficial ownership.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided, (ii) that, if the Company is not otherwise in violation of this Section 6.06, the Company Board may provide information to, and may engage in such negotiations or discussions concerningwith, a person, directly or provide any non-public through representatives, if (a) the Company Board, after having consulted with and considered the written advice of counsel, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to any Person relating to, or otherwise facilitate any effort or attempt discharge properly the directors' fiduciary duties in accordance with Delaware law and (b) the Company has received from such person a confidentiality agreement in substantially customary form. The Company also agrees immediately to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror or the Bank, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. foregoing. The Company shall promptly (bwithin 24 hours) Teleglobe and Excel shall each notify advise the other party immediately after Acquiror following the receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror and the terms and conditions of person making such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise the Acquiror of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. (a) Teleglobe Sobieski and Excel each Seller agree that they shall not, directly and they shall cause their officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach merger, consolidation, sale of this Agreementassets and assumption of liabilities, either Voting Agreement or either Stock Option Agreement other business combination involving Sobieski or otherwise interfere in Seller or any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party to acquire in any manner a substantial equity interest in, or any a substantial portion of its Subsidiaries the assets or deposits of, Sobieski or Seller other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided however, (ii) that if Sobieski is not otherwise in violation of this Section 7.07, Sobieski's Board of Directors may provide information to, and may engage in such negotiations or discussions concerningwith, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws a person with respect to an Acquisition Proposal, directly or through representatives, if Sobieski's Board of Directors, after consulting with and considering the advice of its financial advisor and its outside counsel, determines in good faith that its failure to provide information or to engage in any such negotiations or discussions would constitute a failure to discharge properly the fiduciary duties of such directors in accordance with Delaware law. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take Sobieski shall promptly (within 24 hours) advise Buyer following the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror person making such Acquisition Proposal and the terms and conditions a copy of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise the Buyer of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. (a) Teleglobe and Excel each In the case of the Company, it shall not, directly --------------------- and it shall cause the Company Subsidiaries not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected furnish any nonpublic information relating to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere participate in any material respect with the completion negotiations or discussions concerning, any acquisition or purchase of all or a substantial portion of the Merger assets of, or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party substantial equity interest in, the Company or any of its the Company Subsidiaries (or any merger or other business combination with the Company or any of the foregoing inquiries or proposals being referred to in this Agreement as Company Subsidiaries (an "Acquisition Proposal") other than as contemplated by this Plan; it shall instruct its and the Company Subsidiaries' officers, directors, agents, advisors and affiliates to refrain from taking any action that would violate or conflict with any of the foregoing; and it shall notify First Union immediately if any such inquiries or proposals are received by, or any such negotiations or discussions are sought to be initiated with, the Company or any of the Company Subsidiaries. However, if the Company is not otherwise in breach or violation of this Section 5.07, until the stockholder ------------ approval contemplated by Section 6.01(A) shall have been obtained, the Company --------------- Board of Directors may, directly or indirectly through representatives: (a) provide information to and request information from a person (a "Bidder") that submits, after the date hereof, a bona fide Acquisition Proposal that the Company Board of Directors in good faith determines is reasonably likely to constitute a Superior Proposal (as hereinafter defined), and engage in discussions with the Bidder for the sole purpose of ascertaining whether such Acquisition Proposal is in fact a Superior Proposal; and (iib) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any concerning such Acquisition Proposal, or if the Company Board of Directors determines in good faith, after consultation with and based on the advice of outside counsel and a nationally recognized financial advisor that such Acquisition Proposal constitutes a Superior Proposal. For purposes of this Plan, a "Superior Proposal" means an Acquisition Proposal made by a third party which, in the good faith judgment of the Company Board of Directors, taking into account, to the extent deemed appropriate by the Company Board of Directors, the various legal, financial and regulatory aspects of the proposal and the person making such proposal, (iiix) agree if accepted, is reasonably likely to or recommend be consummated, and (y) if consummated, is reasonably likely to result in a more favorable transaction than the transaction contemplated hereunder considering, among other things, and to the extent deemed appropriate in good faith by the Company Board of Directors, the long-term prospects and interests of the Company and its stockholders or shareholders, as applicable, and other relevant constituencies. The Company shall immediately notify First Union of the receipt of any Acquisition Proposal; provided, however, that nothing contained in this Agreement Proposal and shall prevent Teleglobe promptly notify First Union of any significant actions taken or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect other developments related thereto. The Company also agrees immediately to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and to cause to be terminated any existing activities, discussions or negotiations conducted on or prior to the date of this Plan with any parties conducted heretofore other than First Union, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. Unless and until this Agreement shall have been terminated in accordance with its terms, Seller agrees and covenants (a) Teleglobe that neither it nor its General Partners shall, and Excel each of them shall notdirect and use its commercially reasonable and good faith efforts to cause its respective officers, directly or indirectlydirectors, through any officeremployees, directoragents and representatives (including, employeewithout limitation, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party them) not to, directly or by any of such party's Subsidiaries or stockholders) (i) solicitindirectly, initiate, solicit or encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its partners) involving such party with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of its Subsidiaries the Properties or any equity securities or partnership interests of, Seller, other than the transactions contemplated by this Agreement (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, to have any Person discussions with, any person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, however, (b) that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it Seller will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 above of the obligations undertaken in this Section 5.5. 8.2; and (bc) Teleglobe and Excel shall each that Seller will notify the other party Purchaser immediately after receipt by Teleglobe if any such inquiries or Excel (or their advisors) of proposals are received by, any Acquisition Proposal such information is requested from, or any request for nonpublic such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.2 shall prohibit the General Partners of Seller, from (i) furnishing information in connection with an Acquisition Proposal to, or for access to the propertiesentering into discussions or negotiations with, books or records of such party by any person or entity that informs makes an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (A) the General Partners, after consultation with and based upon the advice of Katten Muchin & Zavis, or anothex xxxxxxxxxx recognized law firm selected by Seller, determines in good faith that such party action is required for the General Partners to comply with their fiduciary duties to their partners under applicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Seller provides written notice to Purchaser to the effect that it is considering makingfurnishing information to, or has madeentering into discussion or negotiations with, such person or entity, and (C) Seller keeps Purchaser informed of the status of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 and Rule 14a-9 and any other applicable provisions or rules promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with regard to an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail Notwithstanding anything to the identity of the offeror and the terms and conditions of such proposalcontrary set forth herein, inquiry or contact. (c) As used nothing in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant Section 8.2 shall permit Purchaser or Seller to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, terminate this Agreement except as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, specifically provided in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingSection 8.4 hereof.

Acquisition Proposals. (a) Teleglobe The Company agrees that neither it nor any of its subsidiaries nor any of its respective officers and Excel each directors or the officers and directors of any of its subsidiaries shall, and it shall notdirect and use all reasonable best efforts to cause its employees and agents, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party it or by any of such party's Subsidiaries or stockholders) its subsidiaries (icollectively, its “Representatives”) solicitnot to, initiate, encourage solicit or knowingly facilitate (including by way of furnishing information) encourage, directly or indirectly, any inquiries or proposals the making or implementation of any Acquisition Proposal, or, except to the extent that constitutethe board of directors of the Company determines, or could reasonably be expected in good faith, after consultation with its outside financial and legal advisors, that such action is required in order for the board of directors of the Company to lead tocomply with its fiduciary duties, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public confidential information to or data to, or have any discussions with, any Person relating to, to an Acquisition Proposal or otherwise facilitate any effort or attempt to make implement or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe Proposal (and Excel agrees that it will take in any event, the necessary steps Company shall not provide any confidential information or data to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information Person in connection with an Acquisition Proposal unless such person shall have executed a confidentiality agreement on terms at least as favorable as those contained in the Confidentiality Agreement). “Acquisition Proposal” means any proposal or for access offer with respect to the propertiesfollowing involving the Company or any of its Significant Subsidiaries: (1) any merger, books consolidation, share exchange, business combination or records other similar transaction; (2) any sale, lease, exchange, pledge, transfer or other disposition of such party by 30% or more of its consolidated assets or liabilities in a single transaction or series of transactions; (3) any person tender offer or entity that informs such party that it is considering making, exchange offer for 30% or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe its capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger ; or (v4) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing, other than the Merger provided for in this Plan. Notwithstanding anything in this Plan to the contrary, the Company shall (i) promptly advise PNC, orally and in writing, of (A) the receipt by it (or any of the other persons referred to above) of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, (B) the material terms and conditions of such proposal or inquiry (whether written or oral), and (C) the identity of the person making any such proposal or inquiry and (ii) keep the other party hereto fully informed of the status and details of any such proposal or inquiry and any developments with respect thereto. The Company shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements in accordance with the terms thereof.

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries shall authorize or permit any of its officers, directors, employees, agents or representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party it or by any of such party's Subsidiaries its Subsidiaries) to directly or stockholders) (i) solicitindirectly, initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information) any inquiries or proposals that constitutethe making of any proposal offer (including, without limitation, any proposal, tender offer or exchange offer to stockholders of the Company) with respect to a merger, consolidation or similar transaction involving, or could reasonably be expected to lead to, (x) a breach any purchase of this Agreement, either Voting Agreement all or either Stock Option Agreement or otherwise interfere in any material respect with the completion significant portion of the Merger assets, deposits or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party any equity securities of, the Company or any of its Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal")) or, (ii) except to the extent legally required for the discharge by the Company's board of directors of its fiduciary duties as advised by such board's counsel with respect to an unsolicited offer from a third party, engage in any negotiations or discussions concerning, concerning or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Acquisiton Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than the Acquiror) conducted heretofore with respect to any Acquisition Proposalof the foregoing. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.54. (b) Teleglobe and Excel shall each 1. The Company agrees that it will notify the other party Acquiror immediately after receipt by Teleglobe if any such inquiries, proposals or Excel (offers are received by, any such information is requested from, or their advisors) any such negotiations or discussions are sought to be initiated or continued with the Company or any of its Subsidiaries, and the Company shall promptly thereafter provide the details of any Acquisition Proposal or any such communication to the Acquiror in writing. The Company also agrees that it promptly shall request for nonpublic information each other person (other than the Acquiror) that has heretofore executed a confidentiality agreement in connection with an Acquisition Proposal its consideration of acquiring the Company or for access any of its Subsidiaries to the properties, books return all confidential information heretofore furnished to such person by or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity on behalf of the offeror and the terms and conditions of such proposal, inquiry Company or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, its Subsidiaries and its Subsidiaries, taken as a whole, immediately prior to enforce any such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingconfidentiality agreements.

Acquisition Proposals. (a) Teleglobe and Excel each The Company shall not, directly or indirectlyand shall cause its Subsidiaries and the officers, through any officerdirectors, director, employee, stockholder, financial advisor, agent or other representative agents and advisors of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's the Company and its Subsidiaries or stockholders) (i) solicitnot to, initiate, encourage solicit or knowingly facilitate (including by way of furnishing information) any encourage inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public confidential information to to, or have any discussions with, any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal. Notwithstanding the foregoing, the Company and its Subsidiaries and their officers, directors, agents and advisors shall be permitted to engage in any discussions or negotiations with, or provide any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person received by the Company, if and only to the extent that in each such case such proposal was not solicited or encouraged in violation of this Agreement and (i) the Company Meeting shall not have occurred; (ii) the Company Board determines in good faith that such Acquisition Proposal would, if consummated, constitute a Superior Proposal and is reasonably likely to be consummated; (iii) agree to or recommend to its stockholders or shareholdersthe Company Board determines, as applicable, any Acquisition Proposal; provided, howeverin good faith after consultation with outside counsel, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions such action is legally required as a matter of the Canadian Securities Laws fiduciary duties of the directors under applicable law; and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Company receives from such Person an executed confidentiality agreement containing terms no less restrictive with respect to an such Person than the terms of the Confidentiality Agreement with respect to Nortel Networks. The Company shall notify Nortel Networks promptly, but in any event within 24 hours after any officer or director of the Company becomes aware, of any such inquiries, proposals, or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. For the purposes of this Agreement, "Superior Proposal" shall mean any bona fide written Acquisition ProposalProposal made by a third party that was not solicited or encouraged in violation of this Agreement and which the Company Board determines in its good faith judgment (based on the written opinion to such effect by a financial advisor of nationally recognized reputation) to be more favorable to the stockholders of the Company than the transactions contemplated by this Agreement. Each of Teleglobe and Excel agrees that it will The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than Nortel Networks with respect to any Acquisition Proposal. Each The Company shall advise Nortel Networks of Excel and Teleglobe agrees not any material developments with respect to release any third party from, or waive any provision of, any standstill agreement proposal as to which it the Company is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely exercising its rights pursuant to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first second sentence of this Section 5.5 of 6.06 promptly upon the obligations undertaken in this Section 5.5occurrence thereof. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. Prior to the Effective Time, each Seller agrees that: (a) Teleglobe and Excel each it shall not, directly or indirectly, through any officerof its officers, directordirectors, employee, stockholder, financial advisor, agent employees or other representative of such party agents or representatives (including any investment banker, attorney or accountant accountant) retained by such party it, and it shall not authorize or permit its officers, directors, employees or agents or representatives (including any investment banker, attorney or accountant) retained by any of such party's Subsidiaries or stockholders) (i) solicitit to, initiate, solicit or encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement any Acquisition Proposal or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, concerning or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or efforts to attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that ; (b) it will shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel Proposal and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will shall take the necessary steps to inform promptly the individuals its officers, directors, employees or entities referred to in the first sentence of this Section 5.5 agents or representatives (including any investment banker, attorney or accountant) retained by it of the obligations undertaken in this Section 5.5.7.2; and (bc) Teleglobe and Excel it shall each notify the Company immediately if it receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 7.2: (i) shall prohibit the general partner of any XxXxxx Partnership from furnishing information to or entering into discussions or negotiations with, any person that makes an unsolicited Acquisition Proposal for such XxXxxx Partnership, if, and only to the extent that, (A) such general partner determines in good faith that such unsolicited Acquisition Proposal could result in a Superior Acquisition Proposal and that such action is required for such general partner to comply with its duties to its limited partners imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such general partner provides written notice to the Company to the effect that it is furnishing information to, or entering into discussions with, such person and (C) (1) subject to clause (2) below, such general partner keeps the Company informed of the status (not the terms) of any such discussions or negotiations and (2) such general partner complies with the last sentence of Section 9.3(b) hereof; or (ii) to the extent applicable, shall prohibit the general partner of any XxXxxx Partnership from taking and disclosing to the limited partners of such XxXxxx Partnership a position, with respect to such XxXxxx Partnership, contemplated by Rules 14d-9 and 14e-2 under the Exchange Act with regard to an Acquisition Proposal for such XxXxxx Partnership; provided further, however, that the general partner of any XxXxxx Partnership may approve and recommend a Superior Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement, the Merger in respect of such XxXxxx Partnership, the MPLP Contributions with respect to such XxXxxx Partnership, the appointment of the applicable New GP LLC as the successor general partner of such XxXxxx Partnership and the other party immediately after receipt transactions contemplated by Teleglobe or Excel this Agreement, prior to the approval by the holders of LP Interests of such XxXxxx Partnership of this Agreement, the Merger in respect of such XxXxxx Partnership, the MPLP Contributions with respect to such XxXxxx Partnership, the appointment of the applicable New GP LLC as the successor general partner of such XxXxxx Partnerships and the other transactions contemplated by this Agreement at the XxXxxx Limited Partner Meeting (or their advisorsany adjournment thereof) of such XxXxxx Partnership. Any disclosure that the general partner of any XxXxxx Partnership may be compelled to make with respect to the receipt of an Acquisition Proposal for such XxXxxx Partnership in order to comply with its duties to its limited partners or that the general partner of any XxXxxx Partnership may be compelled to make in order to comply with Rule 14d-9 or 14e-2, shall not constitute a violation of this Section 7.2, provided that such disclosure states that no action shall be taken by such general partner with respect to the withdrawal of its recommendation of the transactions contemplated hereby or the approval or recommendation of any Acquisition Proposal or any request for nonpublic information except in connection accordance with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactthis Section 7.2. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each shall notExcept as hereinafter provided, neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment bankerotherwise, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage initiate or knowingly facilitate (including by way encourage the submission of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction from any Person (as defined belowhereinafter defined) involving such party relating to any acquisition or purchase of all or (other than in the ordinary course of business) a substantial portion of the assets of, or a substantial equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage or participate in any negotiations or discussions concerningregarding, or provide furnish to any other Person any non-public information to any Person relating with respect to, or otherwise take any other action to knowingly facilitate any effort or attempt to make or implement, any the making of an Acquisition Proposal. Notwithstanding the foregoing provisions of this Section 5.2, (a) the Company may engage in discussions or negotiations with a third party who seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Company and its Subsidiaries, in each case only in response to a request for such information or access which was not solicited, initiated or knowingly encouraged by the Company or any of its affiliates, (iiib) agree the Board or the Special Committee may take and disclose to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with the Company's shareholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act and (c) following receipt of an Acquisition Proposal from a third party, the Board or similar provisions the Special Committee may withdraw or modify its recommendation referred to in Section 1.12, but in each case referred to in the foregoing clauses (a) through (c) only to the extent that the Board or the Special Committee shall conclude in good faith after consultation with legal counsel that the failure to take such action could reasonably be determined to be a breach of the Canadian Securities Laws Board's or the Special Committee's fiduciary obligations to the Company's shareholders under applicable law. In connection with respect to an any party's Acquisition Proposal, the Company will enter into an appropriate confidentiality agreement with such party. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any all existing activities, discussions or and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel From and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take after the necessary steps to inform promptly the individuals or entities referred to in the first sentence execution of this Section 5.5 Agreement, the Company shall promptly notify Purchaser of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or Proposal, and, in any request for nonpublic information in connection with an Acquisition Proposal or for access such notice to the propertiesPurchaser, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the material terms thereof and the identity of the offeror and other party or parties involved. Nothing in this Section 5.2 shall preclude the terms and conditions of such proposal, inquiry or contact. (c) Company from making any disclosure to its shareholders that is required under applicable law. As used in this Agreement, "Alternative TransactionPerson" means either (i) shall mean a transaction pursuant to which natural person, entity, organization or association, including, but not limited to, a partnership, corporation, limited liability company, business trust, joint stock 40 47 company, trust, unincorporated association, joint venture, Governmental Entity, group acting in concert or any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (acting in a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingrepresentative capacity.

Acquisition Proposals. (a) Teleglobe and Excel each shall The Company agrees that it will not, directly or indirectlyand will cause its Subsidiaries and its and its Subsidiaries’ Representatives, through any officeragents, directoradvisors and affiliates not to, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage solicit or knowingly facilitate (including by encourage in any way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public confidential nonpublic information to any Person relating to, or otherwise facilitate have any effort or attempt to make or implementdiscussions with, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicableperson relating to, any Acquisition Proposal; provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal and the Company Board concludes in good faith, after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or is reasonably expected to lead to a Superior Proposal, the Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions if the Company Board concludes in good faith, after consultation with its outside legal counsel, that failure to take such actions would be result in a violation of its fiduciary duties under applicable Law; provided, howeverfurther, that nothing contained that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality provisions set forth in this the Confidentiality Agreement shall prevent Teleglobe (without regard to any modification thereof pursuant hereto or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions lapse of the Canadian Securities Laws with respect to an Acquisition Proposaltime). Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any parties conducted heretofore persons other than Parent with respect to any Acquisition Proposal. Each Proposal and will use its reasonable best efforts to enforce the confidentiality provisions of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality or similar agreement between it and another Person who has made or who may reasonably be considered likely relating to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after advise Parent following receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror and the terms and conditions of person making such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and will keep Parent apprised of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to any related developments on a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingprompt basis.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall use its best efforts to cause its officers, directors, agents, advisors and Affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or operations of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided that, if the Company is not otherwise in violation of this Section 6.06, the Company's Board of Directors may provide (iior authorize the provision of) information to, and may engage in (or authorize) such negotiations or discussions concerningwith, a person, directly or provide any non-public through representatives, if (a) such Board of Directors, after having consulted with and considered the advice of outside counsel to such Board, has determined in good faith that providing such information or engaging in such negotiations or discussions is required in order to any Person relating to, or otherwise facilitate any effort or attempt discharge properly the directors' fiduciary duties in accordance with the GCL and (b) the Company has received from such person a confidentiality agreement in customary form. The Company also agrees immediately to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing. The Company shall promptly (within 24 hours) advise the Acquiror following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal. Each ), and advise the Acquiror of Excel and Teleglobe agrees not any developments with respect to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an such Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take Proposal promptly upon the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5occurrence thereof. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal Nothing contained in this Section 6.06 or any request for nonpublic information in connection with other provision of this Agreement shall prohibit the Company or the Company's Board of Directors from notifying any third party that contacts the Company on an unsolicited basis after the date hereof concerning an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactCompany's obligations under this Section 6.06. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. BFS agrees that neither BFS nor any of --------------------- its subsidiaries shall, and that BFS and its subsidiaries shall direct and use all reasonable efforts to cause their respective directors, officers, employees, agents and representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party it or any of its Subsidiaries subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any substantial part of the assets or any equity securities of, BFS or any of its subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any discussions or negotiations or discussions concerning-------------------- with, or provide any non-public confidential information to or data to, any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any an Acquisition Proposal; provided, howeverthat, if BFS is not otherwise in violation of -------- this Section 5.2, the Board of Directors of BFS may furnish or cause to be furnished information and may participate in such discussions and negotiations directly or through its representatives if such Board of Directors, after having consulted with and considered the written advice of outside counsel, has determined that nothing contained the failure to provide such information or participate in this Agreement shall prevent Teleglobe such negotiations and discussions would constitute a breach of their fiduciary duties under Delaware law. If any such inquiries or Excel from complying with Rule 14e-2 under the Exchange Act proposals are received by, any such information is requested from, or similar provisions any such negotiations or discussions are sought to be initiated or continued with, BFS or any of the Canadian Securities Laws with respect to an Acquisition Proposalits subsidiaries, BFS will immediately notify Dime. Each of Teleglobe and Excel agrees that it BFS will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or will enforce any confidentiality agreement between it agreements and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 5.2 of the obligations undertaken in this Section 5.55.2. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each From the date hereof until the Effective Time or, if earlier, the date on which this Agreement is terminated in accordance with Article IX, the Company shall not, and shall cause its Subsidiaries not to, and use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, agents, affiliates and representatives (including any investment bankers, attorneys or accountants retained by it or any of its Subsidiaries) not to, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) initiate, solicit, initiate, encourage or knowingly facilitate (including by way of furnishing providing information) the submission of any inquiries inquiries, proposals or proposals offers (whether firm or hypothetical) or any other efforts or attempts that constitute, constitute or could may reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or have any discussions concerning, with or provide any non-public confidential information or data to any Person person relating toto an Acquisition Proposal, or otherwise facilitate engage in any effort negotiations concerning an Acquisition Proposal, (iii) approve or attempt recommend, or publicly propose to make approve or implementrecommend, any Acquisition Proposal, (iv) approve or (iii) agree recommend, or publicly propose to approve or recommend recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related to its stockholders or shareholders, as applicable, any Acquisition Proposal, (v) enter into any agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vi) publicly propose or agree to do any of the foregoing. Notwithstanding the foregoing provisions of this Section 7.4(a), in the event that the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and the Company’s board of directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and their officers, directors, employees, agents, affiliates and representatives to, prior to (but not after) the date of the Company Stockholders Meeting, (A) take any action described in clause (ii) above and (B) to the extent permitted by and in compliance with Section 9.1(h), authorize the execution of a definitive agreement with respect to a Superior Proposal, in each case to the extent that its board of directors concludes in good faith (after receiving the advice of its outside counsel) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable Law; provided, however, that nothing contained in prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this Agreement sentence, the Company shall prevent Teleglobe or Excel have entered into a written confidentiality agreement with such third party that (1) contains (x) a customary “standstill” provision prohibiting such person and its affiliates and their respective representatives, for a period of nine (9) months from complying with Rule 14e-2 under the Exchange Act or similar provisions date of such confidentiality agreement, from acquiring more than 5% of the Canadian Securities Laws voting securities of the Company, making Acquisition Proposals to or with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party the Company or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the propertiesits Subsidiaries, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to commencing a tender offer or exchange offer or otherwiseassisting, (ii) a merger proposing or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do knowingly facilitating any of the foregoing and (y) other terms no less favorable to the Company than the Confidentiality Agreement and (2) shall not contain any provisions that would prevent the Company from complying with its obligations under this Agreement; and provided, further, that the Company shall contemporaneously provide Acquiror with any non-public information concerning the Company or any agreement its Subsidiaries provided to engage in any of the foregoingsuch person which was not previously provided to Acquiror (or its representatives).

Acquisition Proposals. (a) Teleglobe and Excel each None of the Company or any of its Subsidiaries shall not(whether directly or indirectly through Affiliates, directors, officers, representatives or other intermediaries), nor shall (directly or indirectly) the Company authorize or permit any of its or their officers, through any officerdirectors, director, employee, stockholder, financial advisor, agent representatives or other representative of such party (including any investment bankerintermediaries or Subsidiaries to, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiateinitiate or take any action to facilitate or encourage the submission of inquiries, encourage proposals or knowingly facilitate offers from any Person (including by way of furnishing informationother than Parent) relating to any inquiries or proposals that constituteAcquisition Proposal, or could reasonably be expected agree to lead to, or endorse any Acquisition Proposal; (ii) enter into any agreement to (x) a breach of this Agreementfacilitate or consummate, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or Acquisition Proposal, (y) a proposal approve or offer for an Alternative Transaction endorse any Acquisition Proposal or (as defined belowz) involving such party in connection with any Acquisition Proposal, require it to abandon, terminate or fail to consummate the Merger; (iii) enter into or participate in any of discussions or negotiations in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal, or furnish to any Person any information with respect to its Subsidiaries business, properties or assets in connection with any Acquisition Proposal or inquiry with respect to any Acquisition Proposal; or (iv) agree to resolve or take any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"actions prohibited by clause (i), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree of this sentence. The Company shall immediately cease, and cause its representatives and other intermediaries to or recommend to its stockholders or shareholders, as applicableimmediately cease, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not shall demand the return or destruction of any information previously provided with respect to release any third party fromsuch activities, discussion, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalnegotiations. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence For purposes of this Section 5.5 7.5, the term “Person” means any person, corporation, entity or “group,” as defined in Section 13(d) of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the Exchange Act, other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal than Parent or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingParent.

Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries nor any of the respective officers and directors of the Company or its Subsidiaries shall, and the Company shall direct and use its best efforts to cause its employees, agents and representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party it or any of its Subsidiaries) not to, (a) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of the Company) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or more than 10% of the assets or any equity securities of, the Company or any of its material Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal")) or, (iib) except to the extent legally required for the discharge by the board of directors of its fiduciary duties as advised in writing by such board's counsel, engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each The Company will notify the Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company after the date hereof, and the identity of Teleglobe the person making such inquiry, proposal or offer and Excel agrees that it the substance thereof. Subject to the foregoing, the Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.5. 4.01. The Company will promptly request each person (bother than the Parent) Teleglobe and Excel shall each notify that has executed a confidentiality agreement prior to the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information date hereof in connection with an Acquisition Proposal its consideration of a business combination with the Company or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity Subsidiary of the offeror and the terms and conditions of Company to return or destroy all confidential information previously furnished to such proposal, inquiry person by or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% on behalf of the outstanding shares of Excel Common Stock Company or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. The Company agrees that neither the Company nor any of the Company Subsidiaries shall, and the Company shall direct and use all reasonable efforts to cause the respective officers and directors of the Acquired Companies and the employees, agents and representatives of the Company (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party the Company or by any of such party's Subsidiaries or stockholders) (ithe Company Subsidiaries) solicit, not to initiate, encourage solicit or knowingly facilitate (including by way of furnishing information) encourage, directly or indirectly, any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach the making of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to shareholders of the Company) involving such party with respect to a reorganization, merger, consolidation or similar transaction, or any purchase of (a) all or any significant portion of the assets of the Company or any of its the Company Subsidiaries, (b) 5% or more of the outstanding shares of the Common Stock of the Company or (c) any shares of the outstanding capital stock of the Company Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal")) or, (ii) except to the extent legally required for the discharge by the Company's Board of Directors of its fiduciary duties as advised by outside counsel to the Company, engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, implement an Acquisition Proposal or enter into any agreement or understanding with any other person or entity with the intent to effect any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement . The Company shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. Each of Excel and Teleglobe agrees not The Company shall use all reasonable efforts to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the all necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.5. (b) Teleglobe 5.2. To the extent consistent with the fiduciary responsibilities of Company officers and Excel directors, the Company shall each promptly notify the other party immediately after receipt by Teleglobe Purchaser if any such inquiries or Excel (or their advisors) of proposals are received by, any Acquisition Proposal such information is requested from or any request for nonpublic information in connection such negotiations or discussions are sought to be initiated or continued with an Acquisition Proposal or for access to the propertiesCompany. To the extent consistent with the fiduciary responsibilities of Company officers and directors, books or records the Company shall promptly inform Purchaser of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the all terms and conditions of any such proposal, inquiry or contact. (c) As used Acquisition Proposal and shall promptly furnish Purchaser with copies of any written Acquisition Proposal. Nothing contained in this Agreement, "Alternative Transaction" means either (i) Section 5.2 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant position with respect to a tender offer or exchange offer or otherwise, (ii) by a merger or other business combination involving Teleglobe or Excel third party pursuant to which any Third Party acquires more than 10% of Rules 14d-9 and 14e- 2 promulgated under the outstanding shares of Excel Common Stock Exchange Act or common shares of Teleglobe capital stockfrom making such disclosure to the Company's stockholders which, as advised by outside counsel to the case may beCompany, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingis required under applicable law.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' representatives not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, provided that nothing contained in this Agreement shall prevent Teleglobe or Excel the Company Board from complying with Rule 14e-2 under (i) making any disclosure to its shareholders if, in the Exchange Act or similar provisions good faith judgment of the Canadian Securities Laws Company Board, failure so to disclose would be inconsistent with respect to its obligations under applicable law; (ii) before the date of the Company Meeting, providing (or authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from a breach of this Section 6.06; or (iii) recommending such an Acquisition Proposal to its shareholders if and only to the extent that, in the case of actions referred to in clause (ii) or (iii), (x) such Acquisition Proposal is a Superior Proposal, (y) the Company Board, after having consulted with and considered the advice of outside counsel to the Company Board, determines in good faith that providing such information or engaging in such negotiations or discussions, or making such recommendation is required in order to discharge the directors' fiduciary duties in accordance with the GBCC and (z) the Company receives from such person a confidentiality agreement substantially in the form of the Confidentiality Agreement. Each For purposes of Teleglobe this Agreement, a "Superior Proposal" means any Acquisition Proposal by a third party on terms that the Company Board determines in its good faith judgment, after receiving the advice of its financial advisors (the substance of whose advice shall be communicated to the Acquiror), to be materially more favorable from a financial point of view to its shareholders than the Merger and Excel the other transactions contemplated hereby, after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law, after giving the Acquiror at least five business days to respond to such third-party Acquisition Proposal once the Board has notified the Acquiror that in the absence of any further action by the Acquiror it would consider such Acquisition Proposal to be a Superior Proposal, and then taking into account any amendment or modification to this Agreement proposed by the Acquiror. The Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. foregoing. The Company shall promptly (bwithin 24 hours) Teleglobe and Excel shall each notify advise the other party immediately after Acquiror following the receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail material terms thereof (including the identity of the offeror person making such Acquisition Proposal), and advise the terms and conditions Acquiror of any developments (including any change in such proposal, inquiry or contact. (cterms) As used with respect to such Acquisition Proposal promptly upon the occurrence thereof. Nothing contained in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which Section 6.06 or any person (other provision of this Agreement will prohibit the Company or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% the Company Board from notifying any third party that contacts the Company on an unsolicited basis after the date hereof concerning an Acquisition Proposal of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for Company's obligations under this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingSection 6.06.

Acquisition Proposals. (a) Teleglobe and Excel each Except as expressly permitted by this Section 4.5, neither the Board of Directors nor the Special Committee shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage withdraw or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutemodify, or could reasonably be expected propose publicly to lead towithdraw or modify, (x) in a breach of this Agreementmanner adverse to the Purchaser, either Voting Agreement its approval or either Stock Option Agreement or otherwise interfere in any material respect with the completion recommendation of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal")Agreement, (ii) engage in negotiations approve or discussions concerningrecommend, or provide any non-public information propose publicly to any Person relating to, approve or otherwise facilitate any effort or attempt to make or implementrecommend, any Acquisition Proposal, or (iii) agree cause the Company to enter into any outline, letter of intent, agreement in principle, acquisition agreement or recommend to its stockholders other similar agreement, whether or shareholdersnot binding on the parties, as applicable(each, any a "Company Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect Agreement") related to any Acquisition ProposalProposal (as hereinafter defined). Each Notwithstanding the foregoing, if at anytime the Board of Excel Directors or the Special Committee determines in good faith, after consultation with and Teleglobe agrees not to release any third party fromreceipt of advice from outside counsel or its financial advisor, or waive any provision of, any standstill agreement to which that it is necessary to do so in order to act in a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely manner consistent with its fiduciary duties to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps Company's stockholders under applicable law, subject to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. compliance with paragraph (b) Teleglobe below, (x) either the Board of Directors or the Special Committee may withdraw or modify, or propose publicly to withdraw or modify, its approval or recommendation of the Merger or this Agreement, (y) the Board of Directors may approve or recommend, or propose publicly to approve or recommend, a Superior Proposal, and Excel shall each notify (z) the other party immediately after receipt by Teleglobe or Excel (or their advisorsBoard of Directors may cause the Company to enter into a Company Acquisition Agreement upon termination of this Agreement pursuant to Section 6.1(d) and accept such Superior Proposal. For purposes of any Acquisition Proposal or any request for nonpublic information in connection with this Agreement, a "Superior Proposal" means an Acquisition Proposal or for access to that the properties, books or records Special Committee of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may beCompany, in good faith) equal , after consultation with its outside counsel and its financial advisor, and taking into account the proposed financing thereof, determines to be of a higher price per Share and more than 10% favorable to the stockholders of the fair market value Company than the transaction contemplated hereunder. For purposes of all this Agreement, an "Acquisition Proposal" means any inquiry or the assets making of any proposal or businesses of Teleglobe offer from any third party, other than the Purchaser or Excelits Affiliates regarding any merger, as the case may beconsolidation, and its Subsidiariesshare exchange, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring business combination, the sale of substantial assets (other than in the ordinary course of business), the sale or other transaction which could reasonably be expected purchase of (or right to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.sell or

Acquisition Proposals. (a) Teleglobe The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and Excel each directors of it or its Subsidiaries shall, and that it shall notinstruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) initiate, solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach the making of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage participate in negotiations or any discussions concerning, with or provide any non-public confidential information or data to any Person relating toto an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement, any implement an Acquisition Proposal, or (iii) agree to approve or recommend to its stockholders execute or shareholdersenter into any letter of intent, as applicableagreement in principle, any Acquisition Proposal; providedmerger agreement, howeverasset purchase or share exchange agreement, that nothing contained in this Agreement shall prevent Teleglobe option agreement or Excel from complying with Rule 14e-2 under the Exchange Act or other similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect agreement related to any Acquisition Proposal. Each of Excel and Teleglobe agrees not Proposal (an “Acquisition Agreement”) or (iv) propose or agree to release do any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5foregoing. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party")Notwithstanding the foregoing, would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe the Company shall be permitted, prior to the Company Stockholders Meeting to be held pursuant to Section 5.1, and subject to (A) compliance with the other terms of this Section 5.4 and (B) first entering into a confidentiality agreement having provisions that are no less favorable to the Company than those contained in the Confidentiality Agreements (provided that such agreement need not contain any standstill or Excelsimilar provision prohibiting the making of an Acquisition Proposal), as to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the case may be, date of this Agreement (that did not result from a material breach of this Section 5.4) and which the Board of Directors of the Company concludes in good faithfaith (after consultation with outside legal counsel and financial advisors) equal constitutes or is reasonably likely to more than 10% result in a Superior Proposal, if and only to the extent that the directors of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior Company conclude in good faith (after consultation with their outside legal counsel) that failure to such transaction, (iv) any recapitalization, restructuring or other transaction which could do so would reasonably be expected to prevent result in a breach of their duties to the Company. The Company shall provide Parent with a copy of any nonpublic information or materially impair data provided to a third party pursuant to the prior sentence prior to or delay substantially concurrently with furnishing such information to such third party (except to the consummation of the Merger extent that such nonpublic information or (v) any public announcement of a proposal, plan or intention data shall have been previously provided to do any of the foregoing or any agreement to engage in any of the foregoingParent).

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided that, (ii) if the Company is not otherwise in violation of this Section 6.06, the Company Board may provide information to, and may engage in such negotiations or discussions concerningwith, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws a person with respect to an Acquisition Proposal, directly or through representatives, if (a) the Company Board, after having consulted with and considered the written advice of outside counsel to the Company Board, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to discharge properly the directors' fiduciary duties in accordance with New Jersey law and (b) the Company has received from such person a confidentiality agreement in substantially the same form as entered into by Acquiror. Each of Teleglobe and Excel The Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. foregoing. The Company shall promptly (bwithin 24 hours) Teleglobe and Excel shall each notify advise the other party immediately after Acquiror following the receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror and the terms and conditions of person making such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise the Acquiror of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. (a) Teleglobe Allegiant and Excel each Allegiant Subsidiary shall not, directly or indirectly, through any officerand shall instruct and otherwise use its best efforts to cause their respective officers, directordirectors, employeeemployees, stockholder, financial advisor, agent agents or advisors or other representative of such party (including any investment bankerrepresentatives or consultants not to, attorney directly or accountant retained by such party or by any of such party's Subsidiaries or stockholders) indirectly, (i) solicit, initiate, encourage solicit or knowingly facilitate initiate any proposals or offers from any person relating to any acquisition or purchase of all or a material amount of the assets of (including by way other than purchases or sales of furnishing information) any inquiries loans or proposals that constitutesecurities in the ordinary course of business consistent with past practice), or could reasonably be expected to lead toany securities of, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries merger, consolidation or business combination with, Allegiant or any Allegiant Subsidiary (any of the foregoing inquiries or proposals being such transactions are referred to in this Agreement herein as an "Acquisition ProposalTransactions"), ) or (ii) engage except to the extent that the Board of Directors of Allegiant is required, in negotiations a written opinion of counsel to the Board of Directors of Allegiant, in the exercise of its fiduciary duties in accordance with applicable law, to participate in any discussion or discussions concerningnegotiation regarding, or provide any non-public information furnish to any Person relating other person any information with respect to, or otherwise facilitate any effort or attempt to make or implement, any an Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition ProposalTransaction; provided, however, that nothing contained in this Section 5.1 shall restrict or prohibit any disclosure by Allegiant that is required in any document to be filed with the Commission after the date of this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 any disclosure that, in the written opinion of counsel to the Board of Directors of Allegiant, is otherwise required under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposalapplicable law. Each of Teleglobe Allegiant will, and Excel agrees that it will cause each Allegiant Subsidiary to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. Each of Excel and Teleglobe agrees not to release Allegiant will notify National City immediately if any third party such inquiries or proposals are received by, any such information is requested from, or waive any provision of, any standstill agreement such negotiation or discussion are sought to which it is a party be initiated or continued with Allegiant or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection Allegiant Subsidiary with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant respect to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingproposed Acquisition Transaction.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly or indirectlyand shall cause its Subsidiaries and its and its Subsidiaries’ representatives not to, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly otherwise facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business, assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "“Acquisition Proposal"”), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, provided that nothing contained in this Agreement shall prevent Teleglobe or Excel the Company Board from complying with Rule 14e-2 under (i) making any disclosure to its shareholders if, in the Exchange Act or similar provisions good faith judgment of the Canadian Securities Laws Company Board, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) before the date of the Company Meeting, providing (or authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from a breach of this Section 6.06; or (iii) recommending such an Acquisition Proposal to its shareholders if and only to the extent that, in the case of actions referred to in clause (ii) or (iii), (x) such Acquisition Proposal is a Superior Proposal, (y) the Company Board, after having consulted with and considered the advice of outside counsel to the Company Board, determines in good faith that providing such information or engaging in such negotiations or discussions, or making such recommendation is required in order to discharge the directors’ fiduciary duties to the Company and its shareholders in accordance with the GBCC and (z) the Company receives from such person making such Acquisition Proposal a confidentiality agreement substantially in the form of the Confidentiality Agreement. For purposes of this Agreement, a “Superior Proposal” means any Acquisition Proposal by a third party on terms that the Company Board determines in its good faith judgment, after receiving the advice of its financial and legal advisors (including with respect to an prospects for approvals by Governmental Authorities), to be materially more favorable from a financial point of view to the Company and its shareholders than the Merger and the other transactions contemplated hereby, after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law, after giving the Acquiror at least five business days to respond to such third-party Acquisition Proposal once the Board has notified the Acquiror that in the absence of any further action by the Acquiror it would consider such Acquisition Proposal to be a Superior Proposal, and then taking into account any amendment or modification to this Agreement proposed by the Acquiror. Each of Teleglobe and Excel The Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing. The Company shall promptly (within 24 hours) advise the Acquiror following the receipt by it of any Acquisition Proposal and the material terms thereof (including the identity of the person making such Acquisition Proposal), and advise the Acquiror of any developments (including any change in such terms) with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each The Company agrees that neither it nor any of Excel and Teleglobe agrees not to release any third party fromits Subsidiaries shall terminate, amend, modify or waive any provision of, of or release any of its rights under any confidentiality or standstill agreement to which it is a party or party. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any confidentiality agreement between it such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalenforce specifically the terms and provisions thereof in any court having jurisdiction. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken Nothing contained in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal 6.06 or any request for nonpublic information in connection with other provision of this Agreement will prohibit the Company or the Company Board from notifying any third party that contacts the Company on an unsolicited basis after the date hereof concerning an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactCompany’s obligations under this Section 6.06. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach Upon execution of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of Company and its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal")officers, (ii) engage in negotiations or discussions concerningdirectors, or provide any non-public information to any Person relating toemployees, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe agents and Excel agrees that it advisors will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalProposal (as hereinafter defined). Each of Excel The Company may, directly or indirectly, furnish information and Teleglobe agrees access, in each case only in response to requests that were not to release any third party from, or waive any provision of, any standstill agreement to which it is a party solicited by the Company (or any confidentiality agreement between it and another Person who has made officer, director, employee, agent or who may reasonably be considered likely to make an Acquisition Proposal. Each advisor on its behalf) after the date of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, to any corporation, partnership, person or other entity or group (each, a "Alternative Transaction" means either (iPotential Acquiror") a transaction pursuant to which confidentiality agreements, and may participate in discussions and negotiate with a Potential Acquiror concerning any person (or group merger, sale of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party")assets, would acquire more than 10% sale of the outstanding shares of Excel Common Stock capital stock or common shares of Teleglobe capital stocksimilar transaction involving the Company, as the case may be, whether pursuant if such Potential Acquiror has submitted a written proposal to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal relating to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to any such transaction, (iv) and the Board of Directors determines in good faith after consultation with independent legal counsel that the failure to provide such information or access or to engage in such discussions or negotiations would be inconsistent with their fiduciary duties to the Company's shareholders under applicable law. The Company shall notify Acquiror immediately if any recapitalizationsuch request or proposal, restructuring or other transaction which any inquiry or contact with any Person with respect thereto, is made and shall keep Acquiror apprised of all developments that could reasonably be expected to prevent culminate in the Board withdrawing, modifying or materially impair or delay the consummation amending its recommendation of the Merger and the other transactions contemplated by this Agreement. For purposes of this section 5.03, the term "Acquisition Proposal" means any proposal or offer for a merger, asset acquisition or other business combination (vother than the Merger contemplated by this Agreement) involving the Company and any public announcement of Potential Acquiror, or any proposal or offer to acquire a proposalsignificant equity interest in, plan or intention to do any a significant portion of the foregoing or any agreement to engage in any of assets of, the foregoingCompany by a Potential Acquiror.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contem plated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided that, (ii) if the Company is not otherwise in violation of this Section 6.06, the Company Board may provide information to, and may engage in such negotiations or discussions concerningwith, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws a person with respect to an Acquisition Proposal, directly or through representatives, if (a) the Company Board, after having consulted with and considered the written advice of outside counsel to the Company Board, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to discharge properly the directors' fiduciary duties in accordance with New Jersey law and (b) the Company has received from such person a confidentiality agreement in substantially the same form as entered into by Acquiror. Each of Teleglobe and Excel The Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. foregoing. The Company shall promptly (bwithin 24 hours) Teleglobe and Excel shall each notify advise the other party immediately after Acquiror following the receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror and the terms and conditions of person making such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise the Acquiror of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. From and after the date of this --------------------- Agreement and prior to the Effective Time, except as provided below, the Company agrees that (a) Teleglobe neither the Company nor its Subsidiaries shall, and Excel each the Company shall notnot authorize or permit its officers, directly or indirectlydirectors, through any officeremployees and authorized agents and representatives (including, directorwithout limitation, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party it or any of its Subsidiaries) to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or its Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions ----------- -------- concerning, or provide any non-public confidential information or data to, or have any substantive discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that (b) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 above of the obligations undertaken in this Section 5.5. 6.2; and (bc) Teleglobe and Excel shall each it will notify the other party Parent immediately after receipt by Teleglobe if any such ----------- inquiries or Excel (or their advisors) of proposals are received by, any Acquisition Proposal such information is requested from, or any request for nonpublic such negotiations or discussions are sought to be initiated or continued with, it, including the terms of its proposals; provided, however, that nothing -------- ------- contained in this Section 6.2 shall prohibit the Board of Directors of the ----------- Company from (i) furnishing information in connection with an Acquisition Proposal to or for access to the propertiesentering into discussions or negotiations with, books or records of such party by any person or entity that informs indicates an interest in making a Superior Proposal (as hereinafter defined) if, and only to the extent that (A) the Board of Directors determines in good faith after consultation with the Company's outside counsel that such party that it action is considering makingrequired for the Board of Directors to comply with its fiduciary duties to stockholders imposed by laws and (B) the Company keeps Parent informed of the status of any such discussions or negotiations; and (ii) to the extent applicable, or has made, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Such If any person or entity makes a Superior Proposal, upon receipt thereof the Company shall provide written notice shall be made orally and in writing and shall indicate in reasonable detail the identity (a "Notice of the offeror and a Superior Proposal") to Parent of ----------------------------- such Superior Proposal, including the terms and conditions structure thereof, and if within five business days following the delivery of the Notice of a Superior Proposal the Superior Proposal does not continue to be superior in terms of the aggregate value to be received by the Company's stockholders in light of any improved transaction proposed by Parent prior to the expiration of such proposalfive-day period, inquiry the Company shall cease all discussions or contact. (c) As used in negotiations with such person or entity. For purposes of this Agreement, "Alternative TransactionSuperior Proposal" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by an ----------------- unsolicited bona fide Acquisition Proposal in writing that the Board of Directors determines in its good faith judgment (based on the advice of Teleglobe or Excela nationally recognized investment banking firm) provides greater aggregate value to the Company's stockholders than the transactions contemplated by this Agreement. Subject to Article IX, as nothing in this Section 6.2 shall (x) permit ---------- ----------- the case may be, in good faith) equal Company to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transactionterminate this Agreement, (ivy) permit the Company to enter into any recapitalizationagreement with respect to an Acquisition Proposal during the term of this Agreement, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (vz) affect any public announcement other obligation of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingparty under this Agreement.

Acquisition Proposals. (a) Teleglobe The Company agrees that neither it nor any of its officers and Excel each directors shall, and the Company shall notdirect and use its best efforts to cause its employees and Representatives (including, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (iaccountant) solicitnot to, initiate, encourage solicit or knowingly facilitate encourage, directly or indirectly, any inquiries, discussions, negotiations or the making of any proposal or offer (including by way including, without limitation, any proposal or offer to stockholders of furnishing informationthe Company) any inquiries with respect to a merger, consolidation or proposals that constitutesimilar transaction, or could reasonably be expected other than pursuant to lead to, (x) a breach of this Agreement, either Voting Agreement involving, or either Stock Option Agreement any purchase of all or otherwise interfere in any material respect with the completion significant portion of the Merger properties and assets or any equity securities of, the Company (y) a any such proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being hereinafter referred to in this Agreement as an "'Acquisition Proposal"), (ii') or engage in any negotiations or discussions concerning, or provide any non-public confidential information to or data to, or have any discussions with, any Person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not shall make all reasonable efforts to release enforce any third party from, or waive any provision of, any standstill agreement confidentiality agreements to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalparty. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.57.5. The Company will notify Recap immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company, including setting forth the material terms of the proposal and the identity of the party making such proposal, and Company shall promptly notify Recap of the status and any material developments concerning the same, including furnishing copies of any such written inquiries or proposals. (b) Teleglobe and Excel Except as set forth in this Section 7.5(b), the Company Board shall each notify not withdraw its recommendation of the other party immediately after receipt by Teleglobe transactions contemplated hereby or Excel (approve or their advisors) of recommend, or cause the Company to enter into any agreement with respect to any Acquisition Proposal or any request for nonpublic information Proposal. If the Company Board, by a majority disinterested vote determines in connection its good faith judgment after consultation with an Acquisition Proposal or for access to and based, among other things, upon the propertiesadvice of legal counsel, books or records of such party by any person or entity that informs such party that it is considering makingrequired to do so in order to comply with its fiduciary duties, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity Company Board may withdraw its recommendation of the offeror transactions contemplated hereby or approve or recommend a Superior Proposal (as defined in subsection (d) below), but in each case only if the following conditions are met: (i) the Company Board after providing written notice to Recap (a "Notice of Superior Proposal") advising Recap that the Company Board has received a Superior Proposal, and specifies the material terms and conditions of such proposalSuperior Proposal and identifies the person making such Superior Proposal; and (ii) if Recap does not, inquiry within five (5) business days of Recap's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority disinterested vote determines in its good faith judgment (after consultation with a financial adviser of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not be entitled to enter into any agreement with respect to a Superior Proposal unless and until this Agreement is terminated by its terms pursuant to Section 9.1 and the Company has paid all amounts due to Recap pursuant to Section 9.3. Any disclosure that the Company Board may be compelled to make with respect to the receipt of an Acquisition Proposal or contactotherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, provided that such disclosure states that no action will be taken by the Company Board in violation of this Section 7.5(b). (c) As used in Should the Company, within 30 days following the public announcement of this Agreement, receive an unsolicited Acquisition Proposal and provided that the Company shall not have otherwise violated the provisions of Section 7.5(a) hereof with respect to such unsolicited Acquisition Proposal, the Company may for a period not to exceed 30 days from the date that the Company received such unsolicited Acquisition Proposal, notwithstanding the provisions of Section 7.5(a), provide confidential information or data to and have discussions with the Person making such unsolicited Acquisition Proposal (subject to the execution and delivery of customary confidentiality agreements), if the Company Board by a majority disinterested vote determines in its good faith judgment after consultation with and based, among other things, upon the advice of legal counsel, that it is required to do so in order to comply with its fiduciary duties. (d) For purposes of this Agreement, a "Alternative TransactionSuperior Proposal" means either (i) any bona fide Acquisition Proposal the terms of which contain a transaction pursuant consideration higher than the cash consideration to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% be paid to the holders of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, Company in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or by Recap and that the Company Board by a majority vote determines in its good faith judgment (vafter consultation with a financial advisor of nationally recognized reputation) any public announcement of a proposal, plan or intention to do any of be more favorable to the foregoing or any agreement to engage in any of Company's stockholders than the foregoingMerger.

Acquisition Proposals. (a) Teleglobe and Excel each The Company shall not, and the Company shall direct and use its best efforts to cause its officers, directors, employees, agents and representatives (including without limitation any attorney, accountant, investment banker or other advisor retained by it) not to, initiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its shareholders) involving such party with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of its Subsidiaries all or any significant portion of the assets or any equity securities of, the Company (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerningwith, or provide furnish any non-public information to any Person relating or data to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect third party relating to an Acquisition Proposal. Each of Teleglobe The Company and Excel agrees that it will its officers, directors, employees, agents and representatives shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access Notwithstanding anything to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used contrary contained in this AgreementSection 4.2, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, Company and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe the Company (A) may furnish information to, and participate in discussions or Excel, as negotiations with any third party that after the case may be, date hereof submits an unsolicited bona fide written Acquisition Proposal to the Company if the Company's Board of Directors determines in good faith) equal , based upon the written advice of outside legal counsel, that the failure to more than 10% furnish such information or participate in such discussions or negotiations may reasonably constitute a breach of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may beBoard's fiduciary duties under applica ble law, and its Subsidiaries, taken as (B) shall be permitted to (y) take and disclose to the Company's shareholders a whole, immediately prior position with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or an Acquisition Proposal, or amend or withdraw such position, or (vz) any public announcement make disclosure to the Company's shareholders, in each case either with respect to or as a result of an Acquisition Proposal, if the Company's Board of Directors determines in good faith, based upon the written advice of outside legal counsel, that the failure to take such action may reasonably constitute a proposal, plan or intention to do any breach of the foregoing Board's fiduciary duties under applicable law; provided, that the Company shall not enter into any acquisition agreement with respect to any Acquisition Proposal except concurrently with the termination of this Agreement in accordance with the provisions of Section 7.1(d) and shall not enter into any other agreements with respect to an Acquisition Proposal except concurrently with such termination unless, and only to the extent that, such other agreements would facilitate the process of providing information to, or any agreement to engage in any of conducting discussions or negotiations with, the foregoingparties submitting such an Acquisition Proposal, such as confidentiality and standstill agreements.

Acquisition Proposals. Prior to the Effective Time, Merry Land agrees that: (a) Teleglobe and Excel each neither it nor any of the Merry Land Subsidiaries shall notinitiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, sale of assets or similar transaction involving such party all or any significant portion of the assets or any equity securities of Merry Land or any of its Subsidiaries the Merry Land Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, concerning or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided(b) it will use its best efforts not to permit any of its officers, howeverdirectors, that nothing contained employees, agents or financial advisors to engage in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions any of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that activities described in Section 4.1(a); (c) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 4.1(b) of the obligations undertaken in this Section 5.5. 4.1; and (bd) Teleglobe and Excel shall each it will notify the other party EQR immediately after receipt by Teleglobe if Merry Land receives any such inquiries or Excel (or their advisors) of any Acquisition Proposal proposals, or any request requests for nonpublic such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 4.1 shall prohibit the Board of Directors of Merry Land from (i) furnishing information in connection with an Acquisition Proposal to or for access to the propertiesentering into discussions or negotiations with, books or records of such party by any person or entity that informs such party that it is considering making, or has made, makes an unsolicited Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excelif, and only to the entity surviving any merger or business combination including any of themextent that (A) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe Merry Land determines in good faith that such action is required for the Board of Directors to comply with its duties to shareholders imposed by law, (B) prior to furnishing such information to, or Excelentering into discussions or negotiations with, such person or entity, Merry Land provides written notice to EQR to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which Merry Land determined in good faith was required to be executed in order for the Board of Directors to comply with its duties to shareholders imposed by law), Merry Land keeps EQR informed of the status (not the terms) of any such discussions or A-24 187 negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 4.1 shall (x) permit Merry Land to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit Merry Land to enter into an agreement with respect to an Acquisition Proposal during the case term of this Agreement (it being agreed that during the term of this Agreement, Merry Land shall not enter into an agreement with any Person that provides for, or in any way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form executed as provided above)) or (z) affect any other obligation of Merry Land under this Agreement; provided, however, that the Board of Directors of Merry Land may beapprove and recommend a Superior Acquisition Proposal and, in good faith) equal to more than 10% connection therewith, withdraw or modify its approval or recommendation of this Agreement and the Merger. As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which a majority of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation members of the Board of Directors of Merry Land determines in good faith to be more favorable to Merry Land's shareholders from a financial point of view than the Merger or (v) any public announcement and which the Board of a proposal, plan or intention to do any Directors of the foregoing or any agreement to engage in any Merry Land determines is reasonably capable of the foregoing.being consummated. 4.2

Acquisition Proposals. (a) Teleglobe and Excel each shall notTrust Company agrees that neither it nor its officers, directly directors, agents, advisors or indirectlyaffiliates will, through any officer, director, employee, stockholder, financial advisor, agent solicit or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement other business combination involving Trust Company or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party to acquire in any manner a substantial equity interest in, or any a substantial portion of its Subsidiaries the assets or operations of, Trust Company, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided, (ii) that, if Trust Company is not otherwise in violation of this Section 6.04, the Trust Company Board may provide information to, and may engage in such negotiations or discussions concerningwith, a person, directly or provide any non-public information to any Person through representatives relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition ProposalProposal and approve such Acquisition Proposal to its shareholders, if (1) the Trust Company Board, after having consulted with and considered the written advice of outside counsel to the Trust Company Board, has determined in good faith that the provision of such information or the engaging in such negotiations or discussions is required in order to discharge properly the directors' fiduciary duties in accordance with the FBC and (2) Trust Company has received from such person a confidentiality agreement on substantially the same terms as entered into by FNBI or the Bank. Each of Teleglobe and Excel Trust Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than FNBI and the Bank, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe foregoing. Trust Company shall promptly advise FNBI and Excel shall each notify the other party immediately after Bank on a current basis following the receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror person making such Acquisition Proposal), and advise FNBI and the terms and conditions Bank of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal promptly upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. Prior to the Effective Time, Foundation agrees that: (a) Teleglobe and Excel each neither it nor the Bank shall notinitiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, to the holders of Foundation Common Shares) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, sale of assets or similar transaction involving such party all or any significant portion of its Subsidiaries the assets or any equity securities of Foundation or of the Bank, other than the transactions contemplated by this Agreement (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) or engage in any negotiations concerning or providing any confidential information or data to or having discussions concerningwith, or provide any non-public information to any Person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided(b) it will use its best efforts not to permit any of its officers, howeveremployees, that nothing contained agents or financial advisors to engage in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions any of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that activities described in Section 4.3(a); (c) it will immediately cease and cause to be terminated any existing activities, discussions or and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 4.3(b) of the obligations undertaken in this Section 5.5. 4.3; and (bd) Teleglobe and Excel shall each it will notify the other party Acquisition Company immediately after receipt by Teleglobe if Foundation receives any such inquiries or Excel (or their advisors) of any Acquisition Proposal proposals, or any request for nonpublic such information, or if any such negotiations or discussions are sought to be initiated with it; PROVIDED, HOWEVER, that nothing contained in this Section 4.3 shall prohibit the Foundation Board of Directors from: (i) furnishing information to or entering into discussions or negotiations with, any Person or entity that makes an unsolicited Acquisition Proposal, if, and only to the extent that (A) the Foundation Board of Directors determines in connection good faith that failure to do so would create a reasonable probability of a breach of its duties to shareholders imposed by law, (B) prior to furnishing such information to, or entering into such discussions or negotiations with, such Person or entity, Foundation provides written notice to Acquisition Company to the effect that it is furnishing information to, or entering discussions with, such Person or entity, and (C) subject to any confidentiality agreement with such Person or entity (which Foundation determined in good faith was required to be executed in order for the Foundation Board of Directors to comply with its duties to shareholders imposed by law), Foundation keeps Acquisition Company informed of the status (not the terms) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 or 14d-9 promulgated under the Exchange Act with respect to an Acquisition Proposal. Nothing in this Section 4.3 shall: (x) permit Foundation to terminate this Agreement (except as specially provided in Article 7 hereof), (y) permit Foundation to enter into an agreement with respect to an Acquisition Proposal or for access to during the propertiesterm of this Agreement (it being agreed that during the term of this Agreement, books or records of such party by Foundation shall not enter into an agreement with any person or entity Person that informs such party that it is considering makingprovides for, or has madein any way facilitates, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, confidentiality agreement in customary form executed as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may beprovided before, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iiiz) affect any other transaction pursuant obligation of Foundation under this Agreement; PROVIDED, HOWEVER, that, subject to which any Third Party acquires control the provisions of assets or businesses (including for this purpose Section 7.2, the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Foundation Board of Directors of Teleglobe or Excel, as the case may beapprove and recommend a Superior Acquisition Proposal and, in good faith) equal to more than 10% connection therewith, withdraw or modify its approval or recommendation of this Agreement and the Merger. As used herein, "SUPERIOR ACQUISITION PROPOSAL" means a bona fide Acquisition Proposal made by a third party which a majority of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation members of the Merger or (v) any public announcement Foundation Board of a proposal, plan or intention Directors determines to do any in good faith to be more favorable of the foregoing or any agreement to engage in any holders of Foundation Common Shares from a financial point of view than the foregoingMerger and which the Foundation Board of Directors determines is reasonably capable of being consummated.

Acquisition Proposals. (a) Teleglobe From the Effective Date until the Closing Date or the termination of this Agreement pursuant to Section 5.03, the Sellers shall cause each of the Target Companies not to and Excel each the Sellers shall not, and shall cause their Affiliates and their respective directors, managers, officers, employees, investment bankers, attorneys, accountants and other representatives not to, directly or indirectly, through initiate, solicit or encourage, or furnish information to or engage in any officerdiscussions or negotiations of any type with any other Person in connection with, directoror enter into any confidentiality agreement, employeeletter of intent or purchase agreement, stockholder, financial advisor, agent merger agreement or other representative of such party (including similar agreement with any investment bankerother Person, attorney or accountant retained by such party or by with respect to any of such party's Subsidiaries or stockholders) (i) solicitinquiry, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for from any Person (an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "“Acquisition Proposal")”) concerning (a) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving any Target Company; (iib) engage the issuance or acquisition of membership interests in negotiations any Target Company or discussions concerningthe shares of any Licensed Entity; or (c) the sale, lease, exchange or provide other disposition of any non-public information significant portion of any Target Company’s properties or assets. In addition to the other obligations under this Section 6.08, the Sellers shall promptly (and in any Person relating to, event within three (3) Business Days after receipt thereof by Seller or otherwise facilitate any effort or attempt to make or implement, its representatives) advise ParentCo orally and in writing of any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore request for information with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement inquiry with respect to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or materially impair or delay inquiry, and the consummation identity of the Merger Person making the same. The Sellers agree that the rights and remedies for noncompliance with this Section 6.08 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or (v) any public announcement of a proposal, plan or intention threatened breach shall cause irreparable injury to do any of the foregoing or any agreement ParentCo and that money damages would not provide an adequate remedy to engage in any of the foregoingParentCo.

Acquisition Proposals. (a) Teleglobe and Excel each shall notPrior to the Effective Time, neither WB nor any of its subsidiaries, affiliates, officers, directors, employees, 19 shareholders, representatives or agents shall, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any accept inquiries or proposals that constitutewith respect to, furnish any information relating to, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere participate in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, any other party's (other than SNET) acquisition or provide any non-public information to any Person relating topurchase of all or a substantial portion of the assets of, or otherwise facilitate of a substantial equity interest in, WB or any effort business combination or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, similar transaction with WB other than as applicable, any Acquisition Proposalcontemplated by this Agreement; provided, however, that nothing upon receipt by the Board of Directors of WB of (i) a bona fide offer of a third party to engage in a transaction with WB which would result in shareholders of WB receiving value for their shares of WB stock in excess of the consideration furnished by SNET pursuant to this Agreement, and (ii) the written opinion of its counsel that the discharge of the WB directors' fiduciary duties under applicable law requires its Board to negotiate with and provide non-public information to such third party, WB may provide such information and enter into such negotiations after giving prior notice to SNET. If WB enters into negotiations pursuant to the proviso contained in the preceding sentence and does not consummate a transaction with such third party, SNET may terminate this Agreement Agreement, and, if it does so, then at SNET's request, WB shall prevent Teleglobe or Excel from complying with Rule 14e-2 under compensate SNET for entering into the Exchange Act or similar provisions Agreement, taking action to consummate the transaction, incurring costs and expenses thereto, and foregoing other opportunities, and for any other damages incurred by SNET, by immediately paying to SNET a cancellation fee of $500,000 as liquidated damages regarding any claim for damages which SNET would otherwise be entitled to assert against WB regarding the Canadian Securities Laws with respect to an Acquisition Proposaltransaction. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or If WB enters into negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any a third party from, or waive any provision of, any standstill agreement pursuant to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to proviso in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe 6.4 and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering makingconsummates a transaction, or has madeif WB enters into negotiations with a third party in violation of this section, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in SNET may similarly terminate this Agreement, "Alternative Transaction" means either (i) and if it does so, at SNET's request, WB shall immediately pay SNET a transaction pursuant to which any person (or group cancellation fee of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% $1,500,000 as liquidated damages. SNET shall have no obligation under Section 14.4 of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken Article XIV hereof as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation result of the Merger or (v) any public announcement its invocation of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingthis section.

Acquisition Proposals. Prior to the Effective Time, Source and Biopool each agree (a) Teleglobe that neither of them nor any of their Subsidiaries shall, and Excel each shall notof them direct and use its best efforts to cause its respective officers, directly or indirectlydirectors, through any officer, director, employee, stockholder, financial advisoremployees, agent or other representative of such party and representatives (including including, without limitation, any investment banker, attorney or accountant retained by such party it or by any of such party's Subsidiaries its Subsidiaries) not to initiate solicit or stockholders) (i) solicitencourage, initiatedirectly or indirectly, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to is shareholders) involving with respect to a merger, acquisition, tender offer, exchange offer, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets of any equity securities of, such party or any of its Subsidiaries Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information or date to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it each will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 above of the obligations undertaken in this Section 5.5. 7.1; and (bc) Teleglobe and Excel shall each that it will notify the other party immediately after receipt by Teleglobe if any such inquiries or Excel (or their advisors) of proposals are received by, any Acquisition Proposal such information is requested from, or any request for nonpublic information such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in connection with an Acquisition Proposal or for access to this Section 7.1.shall prohibit the properties, books or records Board of Directors of such party by from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that informs such party that it is considering making, or has made, makes an unsolicited bona fide Acquisition Proposal. Such notice shall be made orally , if, and in writing and shall indicate in reasonable detail only to the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwiseextent that, (iiA) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, such party determines in good faithfaith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) equal prior to more than 10% furnishing such information to, or entering into discussions or negotiations with, such person or entity, such party provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which such party determined in good faith was required to be executed in order for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law), such party keeps the other party to this Agreement informed of the fair market value status (not the terms) of all any such discussions or negotiations; and (ii) to the assets or businesses of Teleglobe or Excelextent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 7.1.shall (x) permit any party to terminate this Agreement (except as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transactionspecifically provided in Article 9 hereof), (ivy) permit any recapitalizationparty to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, restructuring no party shall enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger than a confidentiality agreement in customary form)), or (vz) affect any public announcement other obligation of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingparty under this Agreement.

Acquisition Proposals. (a) Teleglobe and Excel each The Company shall not, and the Company shall direct and use its best efforts to cause its officers, directors, employees, agents and representatives (including without limitation any attorney, accountant, investment banker or other advisor retained by it) not to, initiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its shareholders) involving such party with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of its Subsidiaries all or any significant portion of the assets or any equity securities of, the Company (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerningwith, or provide furnish any non-public information to any Person relating or data to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect third party relating to an Acquisition Proposal. Each of Teleglobe The Company and Excel agrees that it will its officers, directors, employees, agents and representatives shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access Notwithstanding anything to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used contrary contained in this AgreementSection 4.2, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, Company and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe the Company (A) may furnish information to, and participate in discussions or Excel, as negotiations with any third party that after the case may be, date hereof submits an unsolicited bona fide written Acquisition Proposal to the Company if the Company's Board of Directors determines in good faith) equal , based upon the written advice of outside legal counsel, that the failure to more than 10% furnish such information or participate in such discussions or negotiations may reasonably constitute a breach of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may beBoard's fiduciary duties under applicable law, and its Subsidiaries, taken as (B) shall be permitted to (y) take and disclose to the Company's shareholders a whole, immediately prior position with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or an Acquisition Proposal, or amend or withdraw such position, or (vz) any public announcement make disclosure to the Company's shareholders, in each case either with respect to or as a result of an Acquisition Proposal, if the Company's Board of Directors determines in good faith, based upon the written advice of outside legal counsel, that the failure to take such action may reasonably constitute a proposal, plan or intention to do any breach of the foregoing Board's fiduciary duties under applicable law; PROVIDED, that the Company shall not enter into any acquisition agreement with respect to any Acquisition Proposal except concurrently with the termination of this Agreement in accordance with the provisions of Section 7.1(d) and shall not enter into any other agreements with respect to an Acquisition Proposal except concurrently with such termination unless, and only to the extent that, such other agreements would facilitate the process of providing information to, or any agreement to engage in any of conducting discussions or negotiations with, the foregoingparties submitting such an Acquisition Proposal, such as confidentiality and standstill agreements.

Acquisition Proposals. (a) Teleglobe Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and Excel each continuing until 11:59 p.m., New York City Time, on the 30th calendar day thereafter (the “Go-Shop End Date”), the Company and its Representatives shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) have the right to: (i) initiate, solicit, initiatefacilitate and encourage inquiries relating to and the making of proposals that constitute Takeover Proposals, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected providing access to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to a Person in connection with a Takeover Proposal pursuant to and in accordance with an executed confidentiality agreement containing customary terms and conditions, provided that such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 6.5(c), and provided further that all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person; and (ii) continue or otherwise participate in discussions or negotiations with respect to Takeover Proposals. (b) During the period from and after the Go-Shop End Date and continuing until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, the Company shall not, nor shall it authorize or permit any of its Subsidiaries to, and it shall cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly: (i) initiate or solicit or facilitate or encourage any inquiry or the making of any proposal that constitutes a Takeover Proposal or (ii) continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person relating any information or data or access to its properties with respect to, or otherwise cooperate with or take any other action to facilitate any effort or attempt to make or implement, proposal that constitutes any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Takeover Proposal. Each of Teleglobe and Excel agrees that it will Following the Go-Shop End Date, the Company shall subject to the immediately following sentence, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore Persons or their Representatives with respect to any Acquisition Takeover Proposal and shall request the prompt return of any confidential information previously furnished to such Persons in connection therewith. Notwithstanding the foregoing, after the Go-Shop End Date and prior to the Company Stockholders Meeting, the Company and its Representatives, in response to a bona fide written Takeover Proposal that was made after the date of this Agreement and did not result from a breach of this Agreement and that (1) constitutes a Superior Proposal or (2) the Board of Directors of the Company reasonably determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) would reasonably be expected to result in a Superior Proposal, shall be permitted to: (A) provide access to non-public information to the Person making such Takeover Proposal pursuant to and in accordance with an executed confidentiality agreement containing customary terms and conditions, provided that such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 6.5(c), and provided further that all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person; and (B) participate in discussions or negotiations with respect to such Takeover Proposal with the Person making such Takeover Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 Any violation of the obligations undertaken restrictions set forth in this Section 5.56.5, including by any Representative of the Company or any of its Subsidiaries, shall be deemed to be a material breach of this Agreement by the Company. (bc) Teleglobe From and Excel shall each notify after the other party immediately date of this Agreement, as promptly as practicable after receipt the receipt, directly or indirectly, by Teleglobe or Excel (or their advisors) the Company of any Acquisition Takeover Proposal or any request for nonpublic information inquiry with respect to, or that could reasonably be expected to lead to, any Takeover Proposal, and in connection with an Acquisition any case within twenty-four (24) hours after the receipt thereof, the Company shall provide oral and written notice to Parent of (i) such Takeover Proposal or for access to the propertiesinquiry, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail (ii) the identity of the offeror Person making any such Takeover Proposal or inquiry and (iii) the material terms and conditions of any such Takeover Proposal or inquiry (including a copy of any such written Takeover Proposal and any amendments or modifications thereto). The Company shall keep Parent fully informed on a current basis of the status of any such Takeover Proposal, including any changes to the terms and conditions thereof. (d) Except as permitted by this Section 6.3(d), neither the Board of Directors of the Company nor any committee thereof shall (i) approve, endorse or recommend, or resolve to or publicly propose to approve, endorse or recommend, any Takeover Proposal or (ii) adopt or recommend, or publicly propose to adopt or recommend, or allow the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement permitted pursuant to Section 6.5(a) or Section 6.5(b)). Notwithstanding the foregoing, at any time prior to the Company Stockholders Meeting and subject to Section 6.5(c), the Board of Directors of the Company may in response to a Superior Proposal that was made after the date of this Agreement and did not result from a breach of this Agreement, cause the Company to terminate this Agreement and concurrently with such termination enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company shall not be entitled to exercise its right to terminate this Agreement pursuant hereto unless (i) the Board of Directors of the Company shall have first provided prior written notice (a “Notice of Superior Proposal”) to Parent advising Parent that the Board of Directors of the Company intends to take such action and specifying the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% the Superior Proposal that is the basis of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined proposed action by the Board of Directors (including a copy of Teleglobe any such written Superior Proposal) and (ii) Parent does not make, within three (3) Business Days after receipt of such Notice of Superior Proposal (it being understood and agreed that any amendment to the financial terms or Excelany other material term of such Superior Proposal shall require a new Notice of Superior Proposal and a new three (3) Business Day period), as a proposal that the case may be, Board of Directors of the Company reasonably determines in good faithfaith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) equal is at least as favorable to more than 10% the stockholders of the fair market value Company as such Superior Proposal. The Company agrees that, during the three (3) Business Day period after Parent’s receipt of all a Notice of Superior Proposal, the assets or businesses of Teleglobe or Excel, as the case may be, Company and its SubsidiariesRepresentatives shall negotiate in good faith with Parent and its Representatives regarding any revisions to the terms of this Agreement proposed by Parent. (e) Nothing contained in this Section 6.5 shall prohibit the Company from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in respect of any Takeover Proposal, taken as a wholeprovided, immediately prior to such transactionhowever, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay that neither the consummation Board of Directors of the Merger Company nor any committee thereof shall (i) take, or agree or resolve to take any action prohibited by Section 6.5(b) or Section 6.5(d) or (v) any public announcement of ii), except as expressly permitted by Section 6.2, effect a proposal, plan or intention to do any Change in Company Recommendation. The Company shall provide Parent with a copy of the foregoing or text of any agreement disclosure proposed to engage be made in any order to so comply at the earliest practicable time in advance of the foregoingsuch disclosure.

Acquisition Proposals. From and after the date of this Agreement and prior to the Effective Time, except as provided below, the Company agrees (a) Teleglobe that neither the Company nor its Subsidiaries shall, and Excel each the Company shall notdirect and use its reasonable best efforts to cause its officers, directly or indirectlydirectors, through any officeremployees and authorized agents and representatives (including, directorwithout limitation, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of, any equity securities or all or any significant portion of the assets of, the Company or its Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person or entity relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties person or entity conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals person or entities entity referred to in the first sentence of this Section 5.5 above of the obligations undertaken in this Section 5.5. 6.2; and (bc) Teleglobe and Excel shall each that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it, but need not disclose the identity of the other party immediately after receipt by Teleglobe or Excel the terms of its proposals; provided, however, that nothing contained in this Section 6.2 shall prohibit the Board of Directors of the Company from (i) furnishing information to, or their advisors) of any Acquisition Proposal entering into discussions or any request for nonpublic information in connection with an Acquisition Proposal or for access to the propertiesnegotiations with, books or records of such party by any person or entity that informs such party that it is considering making, or has made, makes an unsolicited 16 20 bona fide proposal in writing to engage in an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail Proposal transaction which the identity Board of Directors of the offeror Company in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Offer and the terms Merger if, and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant only to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwiseextent that, (iiA) a merger or other business combination involving Teleglobe or Excel pursuant the Board of Directors determines, after consultation with Skadden, Arps, Slate, Meagxxx & Xlom, xxat failure to which any Third Party acquires more than 10% of take such action would be inconsistent with the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined compliance by the Board of Directors of Teleglobe with its fiduciary duties to stockholders imposed by law, (B) prior to or Excelconcurrently with furnishing such information to, as or entering into discussions or negotiations with, such a person or entity, the case may beCompany provides written notice to Parent to the effect that it is furnishing information to, in good faithor entering into discussions or negotiations with, such a person or entity, and (C) equal to more than 10% the Company keeps Parent informed of the fair market value status (including the identity of all such person or entity and terms of any proposal) of any such discussions or negotiations; and (ii) to the assets or businesses of Teleglobe or Excelextent applicable, as complying with Rule 14e-2 promulgated under the case may be, and its Subsidiaries, taken as a whole, immediately prior Exchange Act with regard to such transactionan Acquisition Proposal. Nothing in this Section 6.02 shall (x) permit the Company to terminate this Agreement, (ivy) permit the Company to enter into any recapitalizationagreement with respect to an Acquisition Proposal during the term of this Agreement, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (vz) affect any public announcement other obligation of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingparty under this Agreement.

Acquisition Proposals. The Company agrees that none of it or any of its officers and directors shall, and the Company shall direct and use its reasonable best efforts to cause its employees, agents and representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (iit) solicitnot to, initiate, encourage solicit or knowingly facilitate (including by way of furnishing information) encourage, directly or indirectly, any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach the making of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to shareholders of the Company) involving such party with respect to a merger, consolidation or similar transaction, other than pursuant to this Plan, involving, or any purchase of its Subsidiaries all or any significant portion of the assets or any equity securities of, the Company (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal")) or, (ii) except to the extent legally required for the discharge by the board of directors of its fiduciary duties as advised in writing by such board's counsel, engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not shall make all reasonable efforts to release enforce any third party from, or waive any provision of, any standstill agreement confidentiality agreements to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalparty. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each 4.1. The Company will notify the other party Western immediately after receipt by Teleglobe if any such inquiries or Excel (or their advisors) of proposals are received by, any Acquisition Proposal such information is requested from, or any request for nonpublic information in connection such negotiations or discussions are sought to be initiated or continued with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactCompany. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Company shall not, nor shall it permit any of its Affiliates or Subsidiaries to, nor shall it authorize or permit any of its respective officers, directors, employees, representatives or agents (collectively, the "COMPANY REPRESENTATIVES") directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) to (i) solicit, initiatefacilitate, encourage initiate or knowingly facilitate (including by way of furnishing information) encourage, or take any action to solicit, facilitate, initiate or encourage, any inquiries or proposals the making of any proposal or offer that constituteconstitutes an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or provide any information to, any Person concerning an Acquisition Proposal or which might reasonably be expect to result in an Acquisition Proposal. Company shall immediately cease and cause to be terminated and shall cause all Company Representatives to terminate all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. Company shall promptly notify all Company Representatives of its obligations under this Section 6.06. (b) Notwithstanding the foregoing, Company may participate in discussions or negotiations with, or furnish information with respect to Company pursuant to a confidentiality agreement with terms no less favorable to Company than those in effect between Company and Zions to any Person if and only if (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with such Person has submitted an unsolicited BONA FIDE written Acquisition Proposal to the completion of the Merger or Company Board and (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or neither Company nor any of its Subsidiaries Company Representatives shall have violated Section 6.06(a) and the Company Board (any i) believes in good faith based on such matters as it deems relevant, including the advice of the foregoing inquiries or proposals being referred to in this Agreement as an "Company's financial advisor, that such Acquisition Proposal"), Proposal constitutes a Superior Proposal and (ii) engage receives a written opinion of outside counsel to the effect that, and based on such advice the Company Board determines by a majority vote in negotiations its good faith judgment that, taking such action is required to satisfy the fiduciary duties of the Company Board under applicable law and (iii) provides prior written notice to Zions of its decision to so participate or discussions concerningfurnish. (c) Except as set forth in the following sentence, neither the Company Board nor any committee thereof shall (1) approve or recommend, or provide propose to approve or recommend, any non-public information Acquisition Proposal other than the Merger and the Bank Merger, (2) withdraw or modify or propose to any Person relating towithdraw or modify in a manner adverse to Zions its approval or recommendation of the Merger, this Agreement or the transactions contemplated hereby, (3) enter, or otherwise facilitate cause any effort Subsidiary to enter, into any letter of intent, agreement in principle, acquisition agreement or attempt other similar agreement related to make or implement, any Acquisition Proposal, or (4) resolve or announce its intention to do any of the foregoing. The immediately preceding sentence notwithstanding, in the event that prior to the Company Meeting the Company Board receives a Superior Proposal, the Company Board may (i) approve or recommend, or propose to approve or recommend, such Superior Proposal, (ii) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Zions its recommendation of the Merger, this Agreement or the transactions contemplated hereby, or (iii) agree resolve or announce its intention to or recommend do any the actions set forth in the preceding clauses (i) and (ii), if (x) the Company Board receives a written opinion of outside counsel to its stockholders or shareholdersthe effect that, as applicableand based on such advice of outside counsel the Company Board determines by a majority vote of directors in their good faith judgment that, any Acquisition Proposal; provided, however, that nothing contained taking such action is required to satisfy the fiduciary duties of such directors and (y) Company furnishes Zions two (2) Business Days' prior written notice of the taking of such action (which notice shall include a description of the material terms and conditions of the Superior Proposal and identify the person making the same). (d) In addition to the other obligations of Company set forth in this Agreement Section 6.06, Company shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions immediately advise Zions orally and in writing of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore request for information with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement inquiry with respect to or which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make could result in an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take , the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the material terms and conditions of such proposalrequest, inquiry Acquisition Proposal or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excelinquiry, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% identity of the fair market value person making the same. Company shall inform Zions on a prompt and current basis of all the assets status and content of any discussions regarding any Acquisition Proposal with a third party and as promptly as practicable of any change in the price, structure or businesses form of Teleglobe the consideration or Excel, as the case may be, material terms of and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) conditions regarding any recapitalization, restructuring Acquisition Proposal or of any other transaction developments or circumstances which could reasonably be expected to prevent or materially impair or delay culminate in the consummation taking of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement actions referred to engage in any of the foregoingSection 6.06(c).

Acquisition Proposals. (a) Teleglobe Section 5.6.1 From the date of this Agreement to the Effective Time, the Company and Excel each the Operating Partnership agree that the Company, the Operating Partnership and the Company Subsidiaries shall notnot authorize or permit any Company Representative to, directly or indirectly, through take any officer, director, employee, stockholder, financial advisor, agent or other representative of such party action to (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (ia) solicit, initiate, encourage initiate or knowingly facilitate encourage any Acquisition Proposal, (including b) enter into, participate or otherwise engage in discussions or negotiations with, or furnish any information that is not available in Company SEC Filings to, any person with respect to an Acquisition Proposal, (c) withdraw, modify or amend the Company Recommendation in a manner adverse to Parent, (d) approve or recommend any Acquisition Proposal, (e) enter into any letter of intent, agreement in principle or agreement with respect to any Acquisition Proposal (other than a confidentiality agreement with a party to whom the Company is permitted to provide information in accordance with Section 5.6.2), or (f) resolve or agree to do any of the foregoing actions (any action or failure to act set forth in the foregoing clauses (c), (d), or (f) (to the extent related to the foregoing clauses (c) or (d)), a “Company Change in Recommendation”). The Company shall as promptly as practicable following the execution of this Agreement cease and cause to be terminated any discussions or negotiations with any persons conducted heretofore by or on behalf of the Company with respect to any Acquisition Proposal. From the date of this Agreement to the Effective Time, the Company and the Operating Partnership agree that the Company, the Operating Partnership and the Company Subsidiaries shall not waive, modify or amend any standstill or similar provision of any agreement, letter or understanding that would in any way prohibit any Person from making or otherwise facilitating the making of furnishing informationan Acquisition Proposal and the Company and the Operating Partnership shall pursue all remedies available to them upon a breach by any Person of any such provisions; provided, however, that at any time prior to obtaining the Shareholder Approval of the Company Merger, the Company Board may waive such a provision if the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant a waiver would be inconsistent with the duties of the Company trustees under applicable Law. Section 5.6.2 Notwithstanding the provisions of Section 5.6.1 or any other provision of this Agreement, prior to obtaining the Shareholder Approval of the Company Merger, if the Company has received a bona fide written Acquisition Proposal (that was not solicited, initiated, or knowingly encouraged in violation of Section 5.6.1) any inquiries or proposals that constitutethe Company Board determines, in good faith and after consultation with its independent financial advisor and outside legal counsel, is or could reasonably be expected to lead to a Superior Proposal, then the Company may furnish non-public information to, and engage in discussions and negotiations with, the person making such Acquisition Proposal and its Representatives; provided that (xa) prior to furnishing non-public information to, or engaging in discussions or negotiations with, such person or its Representatives, the Company shall first enter into a breach of this confidentiality agreement with such person that contains confidentiality undertakings no less favorable to the Company than those contained in the Confidentiality Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere and (b) the Company will substantially concurrently (and in any material respect with the completion of the Merger or event within forty-eight (y48) a proposal or offer for an Alternative Transaction (as defined belowhours) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred provide to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide Parent any non-public information concerning the Company, the Operating Partnership or the Company Subsidiaries provided to such person or its Representatives that was not previously provided to Parent. The Company shall substantially concurrently (and in any Person relating to, event within forty-eight (48) hours) notify Purchaser if the Company or otherwise facilitate any effort or attempt to make or implement, any Company Representative receives (i) an Acquisition Proposal, (ii) any request related to an Acquisition Proposal for information relating to the Company, the Operating Partnership or any Company Subsidiaries or (iii) agree to any inquiry or recommend to its stockholders request for discussions or shareholders, as applicable, negotiations regarding any Acquisition Proposal; provided, however, that nothing contained in this Agreement . The written notice shall prevent Teleglobe or Excel from complying with Rule 14e-2 under include the Exchange Act or similar provisions identity of the Canadian Securities Laws with respect to an person making the Acquisition Proposal, inquiry or request and provide a copy of such Acquisition Proposal, inquiry or request (or, if not in writing, a description of the material terms and conditions of such Acquisition Proposal, inquiry or request). Each The Company shall keep Parent reasonably informed on a substantially current basis (and in any event no later than forty-eight (48) hours after the occurrence of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore material developments) of material developments with respect to any Acquisition ProposalProposal (including the material terms and conditions thereof and of any material modifications thereto), inquiry or request. Each Without limiting the foregoing, the Company shall promptly (and in any event within forty-eight (48) hours) notify Purchaser if it determines to begin providing non-public information or engaging in discussions or negotiations with respect an Acquisition Proposal pursuant hereto. Section 5.6.3 Notwithstanding the provisions of Excel and Teleglobe agrees Section 5.6.1 or any other provision of this Agreement, at any time prior to obtaining the Shareholder Approval of the Company Merger, if the Company receives a bona fide written Acquisition Proposal (that was not to release any third party fromsolicited, initiated, or waive knowingly encouraged in violation of Section 5.6.1) that the Company Board determines, in good faith and after consultation with its independent financial advisor and outside legal counsel, constitutes a Superior Proposal (after giving effect to any provision of, any standstill agreement adjustments to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence terms of this Section 5.5 of the obligations undertaken in this Section 5.5. Agreement which may be offered by Parent, whether pursuant to clause (b) Teleglobe below or otherwise), the Company Board may effect a Company Change in Recommendation with respect to such Superior Proposal or terminate this Agreement pursuant to Section 7.1.6, and Excel subject to payment of the Termination Fee pursuant to Section 7.2.2.1, and enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company Board may not effect a Company Change in Recommendation or terminate this Agreement pursuant to Section 7.1.6 unless (a) the Company shall each notify have provided prior written notice (a “Change Notice”) to Parent, at least three (3) Business Days in advance (the other party immediately after receipt by Teleglobe or Excel (or their advisors) “Notice Period”), of its intention to take such action with respect to such Superior Proposal, which Change Notice shall specify the material terms and conditions of any Acquisition such Superior Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail (including the identity of the offeror person making such Superior Proposal), and shall have contemporaneously provided a copy of any proposed definitive agreement(s) with respect to such Superior Proposal, and (b) the Company shall, and shall cause its financial and legal advisors to, during the Notice Period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such proposalAcquisition Proposal ceases to constitute a Superior Proposal. In the event of any material revisions to the terms of any Acquisition Proposal after the start of a Notice Period, inquiry or contactthe Company shall be required to deliver a new written Change Notice to Parent and to comply with the requirements of this Section 5.6.3 with respect to such new written Change Notice, and the Notice Period shall be deemed to have re-commenced on the date of such new Change Notice. (c) As used in Section 5.6.4 Notwithstanding the provisions of Section 5.6.1 or any other provision of this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) in circumstances other than Teleglobe or Excel or their respective Affiliates (a "Third Party")as provided in Section 5.6.3, would acquire more than 10% at any time prior to obtaining the Shareholder Approval of the outstanding shares Company Merger, the Company Board may effect a Company Change in Recommendation if the Company Board determines in good faith, after consultation with outside counsel, that a Company Change in Recommendation is required to comply with the duties of Excel Common Stock the Company trustees under applicable Law. Section 5.6.5 Nothing contained in this Section 5.6 shall prohibit the Company or common shares of Teleglobe capital stock, as the case may be, whether pursuant Company Board from taking and disclosing to the Company’s shareholders a position with respect to a tender offer or exchange offer or otherwise, (ii) by a merger or other business combination involving Teleglobe or Excel third party pursuant to which any Third Party acquires more than 10% of Rules 14d-9 and 14e-2(a) promulgated under the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may beExchange Act, or shares exercisable or convertible into or exchangeable for more than 10% of from making disclosure to the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of Company’s shareholders if the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Company Board of Directors of Teleglobe or Excel, as the case may be, determines in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may beafter consultation with outside counsel, and its Subsidiaries, taken as a whole, immediately prior to that such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingdisclosure is required under applicable Law.

Acquisition Proposals. (a) Teleglobe The Company agrees that neither it nor any of its officers and Excel each directors shall, and the Company shall notdirect and use its best efforts to cause its employees and Representatives (including, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (iaccountant) solicitnot to, initiate, encourage solicit or knowingly facilitate encourage, directly or indirectly, any inquiries, discussions, negotiations or the making of any proposal or offer (including by way including, without limitation, any proposal or offer to stockholders of furnishing informationthe Company) any inquiries with respect to a merger, consolidation or proposals that constitutesimilar transaction, or could reasonably be expected other than pursuant to lead to, (x) a breach of this Agreement, either Voting Agreement involving, or either Stock Option Agreement any purchase of all or otherwise interfere in any material respect with the completion significant portion of the Merger properties and assets or any equity securities of, the Company (y) a any such proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information to or data to, or have any discussions with, any Person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not shall make all reasonable efforts to release enforce any third party from, or waive any provision of, any standstill agreement confidentiality agreements to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalparty. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.57.5. The Company will notify Recap immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company, including setting forth the material terms of the proposal and the identity of the party making such proposal, and Company shall promptly notify Recap of the status and any material developments concerning the same, including furnishing copies of any such written inquiries or proposals. (b) Teleglobe and Excel Except as set forth in this Section 7.5(b), the Company Board shall each notify not withdraw its recommendation of the other party immediately after receipt by Teleglobe transactions contemplated hereby or Excel (approve or their advisors) of recommend, or cause the Company to enter into any agreement with respect to any Acquisition Proposal or any request for nonpublic information Proposal. If the Company Board, by a majority disinterested vote determines in connection its good faith judgment after consultation with an Acquisition Proposal or for access to and based, among other things, upon the propertiesadvice of legal counsel, books or records of such party by any person or entity that informs such party that it is considering makingrequired to do so in order to comply with its fiduciary duties, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity Company Board may withdraw its recommendation of the offeror transactions contemplated hereby or approve or recommend a Superior Proposal (as defined in subsection (d) below), but in each case only if the following conditions are met: (i) the Company Board after providing written notice to Recap (a "Notice of Superior Proposal") advising Recap that the Company Board has received a Superior Proposal, and specifies the material terms and conditions of such proposalSuperior Proposal and identifies the person making such Superior Proposal; and (ii) if Recap does not, inquiry within five (5) business days of Recap's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority disinterested vote determines in its good faith judgment (after consultation with a financial adviser of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not be entitled to enter into any agreement with respect to a Superior Proposal unless and until this Agreement is terminated by its terms pursuant to Section 9.1 and the Company has paid all amounts due to Recap pursuant to Section 9.3. Any disclosure that the Company Board may be compelled to make with respect to the receipt of an Acquisition Proposal or contactotherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, provided that such disclosure states that no action will be taken by the Company Board in violation of this Section 7.5(b). (c) As used in Should the Company, within 30 days following the public announcement of this Agreement, receive an unsolicited Acquisition Proposal and provided that the Company shall not have otherwise violated the provisions of Section 7.5(a) hereof with respect to such unsolicited Acquisition Proposal, the Company may for a period not to exceed 30 days from the date that the Company received such unsolicited Acquisition Proposal, notwithstanding the provisions of Section 7.5(a), provide confidential information or data to and have discussions with the Person making such unsolicited Acquisition Proposal (subject to the execution and delivery of customary confidentiality agreements), if the Company Board by a majority disinterested vote determines in its good faith judgment after consultation with and based, among other things, upon the advice of legal counsel, that it is required to do so in order to comply with its fiduciary duties. (d) For purposes of this Agreement, a "Alternative TransactionSuperior Proposal" means either (i) any bona fide Acquisition Proposal the terms of which contain a transaction pursuant consideration higher than the cash consideration to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% be paid to the holders of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, Company in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or by Recap and that the Company Board by a majority vote determines in its good faith judgment (vafter consultation with a financial advisor of nationally recognized reputation) any public announcement of a proposal, plan or intention to do any of be more favorable to the foregoing or any agreement to engage in any of Company's stockholders than the foregoingMerger.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that, during the term of this Agreement, it shall not, and shall not authorize or permit any of the Company's or any of its Subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) take any action to facilitate, or furnish or disclose nonpublic information in furtherance of, any inquiries or proposals that constitutethe making of any offer or proposal regarding, or could reasonably be expected to lead participate in any discussions or negotiations with, or provide any information to, any Person (xother than Buyer and any of its Subsidiaries or Representatives) concerning any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided, that the Company may furnish information to, and negotiate or otherwise engage in discussions with, any individual or entity that delivers a written proposal for an Acquisition Proposal that was not solicited, encouraged or facilitated after the date of this Agreement if and so long as (i) the Board of Directors of the Company determines (A) in good faith by a majority vote, based on the advice of its outside legal counsel, that failing to take such action would constitute a breach of this its fiduciary duties under applicable laws and (B) that such a proposal is a Superior Proposal and (ii) prior to furnishing any information to such individual or entity, the Company shall enter into a confidentiality agreement that contains "standstill provisions" that are no less restrictive than the "standstill provisions" set forth in the paragraph captioned "Standstill" on page 2 of the Confidentiality Agreement, either Voting Agreement and otherwise is substantially similar to the Confidentiality Agreement. The Company immediately will cease, and shall cause each of its Subsidiaries and its Subsidiaries' representatives to cease, all existing activities, discussions and negotiations with any individual or either Stock Option Agreement or otherwise interfere in entity conducted heretofore with respect to any material respect with Acquisition Proposal and request the completion return of all confidential information regarding the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries (provided to any such individual or entity prior to the date of this Agreement pursuant to the terms of any confidentiality agreements or otherwise, and the Company shall enforce and shall not waive any of the foregoing inquiries provisions of any such confidentiality agreement. (b) The Company Board shall be permitted to withdraw or proposals being referred modify in a manner adverse to in this Agreement as an "Acquisition Proposal"), Buyer (iior not to continue to make) engage in negotiations or discussions concerning, or provide any non-public information its recommendation to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iiithe Company's shareholders required under Section 6.2(c) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying and/or comply with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal if, but only if, (i) in the opinion of the Company's outside counsel, such action is required, in response to an unsolicited bona fide written Superior Proposal, in order for the Company Board to comply with its fiduciary duties under applicable law, (ii) the Company has given Buyer five (5) business days' prior notice of its intention to do so and the Company Board has considered any changes to this Agreement proposed by Buyer, and has determined in accordance with the requirements set forth in the definition of "Superior Proposal" that following such proposed changes such unsolicited proposal remains a Superior Proposal and (iii) the Company has fully and completely complied with this Section 6.6. Each (provided, that the foregoing shall in no way limit or otherwise affect Buyer's right to terminate this Agreement pursuant to Section 8.1). Any such withdrawal, modification or change of Teleglobe and Excel agrees that it will immediately cease and cause the recommendation of the Company Board shall not change the approval of the Company Board for purposes of causing any state takeover statute or other state law to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access inapplicable to the propertiestransactions contemplated by this Agreement, books including the Merger or records of such party the transactions contemplated by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactthis Agreement. (c) As used From and after the execution of this Agreement, the Company shall promptly (and in no event later than 24 hours after receipt thereof) advise Buyer in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Acquisition Proposal (including the specific terms thereof and the identity of the other individual or entity or individuals or entities involved), and shall promptly inform Buyer (in no event later than 24 hours) of any changes or developments with respect to such Acquisition Proposal or its receipt of any request for information from the FRB, the DOJ, or any other governmental authority with respect to a proposed Acquisition Proposal, and promptly furnish to Buyer a copy of any such written proposal in addition to a copy of any information provided to or by any third party relating thereto. In addition, the Company shall promptly advise Buyer, in writing, if the Company Board makes any determination as to any Acquisition Proposal as contemplated by the proviso to the first sentence of Section 6.6(a). Nothing contained in this Section 6.6 shall prohibit the Company from, at any time, taking and disclosing to the Company's shareholders a position contemplated by Rule 14d-9 or Rule 14e-2 under the Exchange Act or making any disclosure required by Rule 14a-9 under the Exchange Act so long as the requirements set forth in this Section 6.6 are satisfied. (d) For the purposes of this Agreement, "Alternative TransactionSuperior Proposal" means either (i) shall mean a transaction pursuant to bona fide Acquisition Proposal made by a third party which was not solicited by the Company, any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% Subsidiary of the outstanding shares of Excel Common Stock Company or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% Representatives of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stockCompany and which, as in the case may be, or shares exercisable or convertible into or exchangeable for more than 10% good faith judgment of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stockCompany Board, or taking into account, to the extent deemed appropriate by the Company Board, the various legal, financial and regulatory aspects of the entity surviving proposal and the person making such merger or business combinationproposal (A) if accepted, (iii) any other transaction pursuant is reasonably likely to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excelbe consummated, and the entity surviving any merger or business combination including any of them(B) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.if

Acquisition Proposals. The Company agrees that neither the Company nor any of its subsidiaries nor any of the respective officers and directors of the Company or its subsidiaries shall, and the Company shall direct and use its best efforts to cause its employees, agents and representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries subsidiaries) not to, initiate, continue, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of the foregoing inquiries Company) or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide furnish any non-public information to any Person third party, with respect to a merger, consolidation, business combination or similar transaction involving, or any tender offer, exchange offer or other purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, unless the Board of Directors of the Company receives an unsolicited written offer with respect to a merger, consolidation or sale of all or substantially all of the Company's assets or an unsolicited tender or exchange offer for the Shares is commenced, which the Board of Directors of the Company determines in good faith (after receiving advice of independent legal counsel that such action is required for the discharge of their fiduciary duties) is more favorable to the stockholders of the Company than the Offer (an "Alternative Transaction"), engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. Each of Excel The Company will as promptly as reasonably practicable (and Teleglobe agrees not to release in any third party event within 24 hours) notify Purchaser (i) if any such inquiries or proposals are received by, any such information is requested from, or waive any provision of, any standstill agreement such negotiations or discussions are sought to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take initiated with the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwiseCompany, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares its receipt of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, an acquisition proposal and (iii) of the existence of an Alternative Transaction. Prior to furnishing nonpublic information to, or entering into discussions or negotiations with, any other transaction pursuant to which any Third Party acquires control of assets persons or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excelentities, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.the

Acquisition Proposals. (a) Teleglobe From the date hereof until the termination hereof, the Company and Excel each shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's the Company Subsidiaries or stockholders) (i) solicit, will not initiate, solicit or encourage or knowingly facilitate (including by way of furnishing information) information or assistance), or take any other action to facilitate, any inquiries or proposals that constitutethe making of any proposal relating to, or could that may reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or recommend to its stockholders or shareholders, as applicable, endorse any Acquisition Proposal, or authorize or permit any of the officers, directors or employees of the Company or any of the Company Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Company Subsidiaries to take any such action, and the Company shall promptly notify Purchaser of all relevant terms of any such inquiries and proposals received by the Company or any of the Company Subsidiaries, or by any such officer, director, investment banker, financial advisor, attorney, accountant or other representative relating to any such matters, and if such inquiry or proposal is in writing, the Company shall promptly deliver or cause to be delivered to Purchaser a copy of such inquiry or proposal; provided, however, that nothing contained in this Section 7.2 shall prohibit the Board of Directors of the Company from (i) furnishing information to, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide proposal in writing by such person or entity to acquire the Company pursuant to a merger, consolidation, share exchange, business combination or other similar transaction or to acquire a substantial portion of the assets of the Company or any of the Company Subsidiaries, if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to the Company's shareholders under applicable law and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company (x) provides written notice to Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) enters into with such person or entity a confidentiality agreement in reasonably customary form on terms not more favorable to such person or entity than the terms contained in the Confidentiality Agreement shall prevent Teleglobe dated April 26, 1995, or Excel from (ii) complying with Rule 14e-2 promulgated under the Exchange Act or similar provisions of the Canadian Securities Laws with respect regard to an Acquisition Proposal. Each The term "Acquisition Proposal" as used herein means any proposal to purchase or acquire any equity securities or (except in the ordinary course of Teleglobe business) assets of, or merge or combine with, the Company or any of its subsidiaries. Immediately after the execution and Excel agrees that it delivery of this Agreement, the Company will immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any possible Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access and shall send a written notice to the properties, books or records of such party by any person or entity that informs such each party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail had discussions with during the identity 30 days prior to the date of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by Agreement that the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% Company no longer seeks the making of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingAcquisition Proposal.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that its officers or directors shall not, and that it shall direct and use its best efforts to cause its employees, agents and representatives not to, directly or indirectly, through any officerinitiate, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly otherwise facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach the making of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of its Subsidiaries all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities, of the Company (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"). The Company further agrees that neither the Company nor any of its officers and directors shall, (ii) and that it shall direct and use its reasonable best efforts to cause its employees, agents and representatives not to, directly or indirectly, engage in any negotiations or discussions concerning, or provide any non-public confidential information to or data to, or have any discussions with, any Person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe the Company or Excel the Company Board from (A) complying with Rule 14e-2 its disclosure obligations under federal or state law; (B) discussing the Exchange Act transactions contemplated by this Agreement; (C) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (D) engaging in any negotiations or similar provisions discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (E) recommending such an Acquisition Proposal to the shareholders of the Canadian Securities Laws Company, if and only to the extent that, (i) in each such case referred to in clause (C), (D) or (E) above, the Company Board determines in good faith (after consultation with respect outside legal counsel) that such action is, in the absence of the foregoing proscriptions, legally required in order for its directors to an comply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (D) above, the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). Each of Teleglobe and Excel The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalProposals. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel The Company agrees that it will take the necessary steps to inform promptly the individuals notify Parent immediately if any such inquiries, proposals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of offers are received by, any Acquisition Proposal such information is requested from, or any request for nonpublic information in connection with an Acquisition Proposal such discussions or for access negotiations are sought to the propertiesbe initiated or continued with, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingrepresentatives.

Acquisition Proposals. (a) Teleglobe and Excel each shall The Company will not, nor will it authorize or permit any Representative of the Company to, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, or encourage the submission of any Acquisition Proposal or knowingly facilitate (including by way of furnishing informationii) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or proposals the making of any proposal that constituteconstitutes, or could may reasonably be expected to lead to, any Acquisition Proposal. The Company shall notify Parent of any Acquisition Proposal (xincluding the material terms and conditions thereof (subject to confidentiality agreements existing as of the date hereof between the Company and any third party), any subsequent modifications thereto, and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide Parent with a breach copy of any written Acquisition Proposal or amendments or supplements thereto (subject to confidentiality agreements existing as of the date hereof between the Company and any third party). Immediately after the execution and delivery of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of Company will, and will use its Subsidiaries (any of the foregoing inquiries or proposals being referred commercially reasonable efforts to in this Agreement as an "Acquisition Proposal")cause its affiliates, (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating and their respective Representatives to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated terminate any existing activities, discussions discussions, or negotiations with any parties conducted heretofore in respect of any possible Acquisition Proposal and shall notify each party that it, or any Representative retained by it, has had discussions with respect during the 30 days prior to the date of this Agreement that the Board of Directors of the Company no longer seeks the making of any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will The Company shall take the all necessary steps to promptly inform promptly the individuals or entities persons referred to in the first sentence of this Section 5.5 6.3 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any 6.3. "Acquisition Proposal or any request for nonpublic information in connection with Proposal" means an Acquisition Proposal or for access to the propertiesinquiry, books or records of such party by any person or entity that informs such party that it is considering makingoffer, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity proposal regarding any of the offeror and following (other than the terms and conditions of such proposal, inquiry or contact. (c) As used in transactions contemplated by this Agreement) involving the Company: (w) any merger, "Alternative Transaction" means either consolidation, share exchange, recapitalization, business combination, or other similar transaction; (ix) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all the assets of the Company in a single transaction pursuant to which or series of related transactions; (y) any person (tender offer, takeover bid, or group of persons) other than Teleglobe exchange offer for 20% or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Company Common Stock or common shares the filing of Teleglobe capital stock, as a registration statement or prospectus under the case may be, whether pursuant to a tender offer Securities Act or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity applicable Canadian securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, Law in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger connection therewith; or (vz) any public announcement of a proposal, plan plan, or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this 28 33 Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition Proposal"); provided, (ii) that, if the Company is not otherwise in violation of this Section 6.06, the Company Board may provide information to, and may engage in such negotiations or discussions concerningwith, a person, directly or provide any non-public through representatives, if (a) the Company Board, after having consulted with and considered the written advice of counsel, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to any Person relating to, or otherwise facilitate any effort or attempt discharge properly the directors' fiduciary duties in accordance with Delaware law and (b) the Company has received from such person a confidentiality agreement in substantially customary form. The Company also agrees immediately to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror or the Bank, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. foregoing. The Company shall promptly (bwithin 24 hours) Teleglobe and Excel shall each notify advise the other party immediately after Acquiror following the receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror and the terms and conditions of person making such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise the Acquiror of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. The Company will notify Purchaser --------------------- promptly (abut in no event later than 24 hours) Teleglobe and Excel each shall notif any proposals are received by, directly any information is requested from, or indirectlyany negotiations or discussions are sought to be initiated or continued with the Company or its executive officers, through any officerdirectors, directorinvestment bankers, employeeattorneys, stockholder, financial advisor, agent accountants or other representative of such party (including agents, in each case in connection with any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction Acquisition Proposal (as defined below) involving ). The Company shall provide such party notice orally and in writing and, subject to the Company's directors' performance of their fiduciary duties, shall identify the person or any of its Subsidiaries (any of entity making, and the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implementterms and conditions of, any such Acquisition Proposal, indication or (iii) agree request. Subject to or recommend to its stockholders or shareholdersthe Company's directors' performance of their fiduciary duties, as applicablethe Company shall keep Parent fully informed, on a current basis, of the status and details of any such Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe indication or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposalrequest. Each of Teleglobe and Excel The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative TransactionAcquisition Proposal" means either (i) a transaction pursuant to which shall -------------------- mean any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwiseinvolving the Company, (ii) any proposal for a merger merger, consolidation or other business combination involving Teleglobe the Company, any proposal or Excel pursuant offer to which acquire in any Third Party acquires more than 10% manner a substantial equity interest in, or a substantial portion of the outstanding shares business or assets of, the Company or any material Subsidiary (other than immaterial or insubstantial assets or inventory in the ordinary course of Excel Common Stock business or common shares of Teleglobe capital stockassets held for sale), as any proposal or offer with respect to any recapitalization or restructuring with respect to the case may be, Company or shares exercisable any material Subsidiary or convertible into any proposal or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) offer with respect to any other transaction pursuant similar to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement with respect to engage in any of the foregoingCompany other than pursuant to the transactions to be effected pursuant to this Agreement.

Acquisition Proposals. Prior to the Effective Time, Lexford agrees that: (a) Teleglobe and Excel each neither it nor any of the Lexford Subsidiaries shall notinitiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, sale of assets or similar transaction involving such party all or any significant portion of the assets or any equity securities of Lexford or any of its Subsidiaries the Lexford Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, concerning or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each ; (b) it will use its best efforts not to permit any of Teleglobe and Excel agrees that its officers, trustees, employees, agents or financial advisors to engage in any of the activities described in Section 4.1(a); (c) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 4.1(b) of the obligations undertaken in this Section 5.5.4.1; and (bd) Teleglobe and Excel shall each it will notify the other party EQR immediately after receipt by Teleglobe if Lexford receives any such inquiries or Excel (or their advisors) of any Acquisition Proposal proposals, or any request requests for nonpublic such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 4.1 shall prohibit the Board of Trustees of Lexford from (i) furnishing information in connection with an Acquisition Proposal to or for access to the propertiesentering into discussions or negotiations with, books or records of such party by any person or entity that informs makes an unsolicited Acquisition Proposal, if, and only to the extent that (A) the Board of Trustees of Lexford determines in good faith that failure to do so would create a reasonable probability of a breach of its duties to shareholders imposed by law, (B) prior to furnishing such party information to, or entering into discussions or negotiations with, such person or entity, Lexford provides written notice to EQR to the effect that it is considering makingfurnishing information to, or has madeentering into discussions with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which Lexford determined in good faith was required to be executed in order for the Board of Trustees to comply with its duties to shareholders imposed by law), Lexford keeps EQR informed of the status (not the terms) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. Such notice Nothing in this Section 4.1 shall be made orally and (x) permit Lexford to terminate this Agreement (except as specifically provided in writing and shall indicate in reasonable detail Article 7 hereof), (y) permit Lexford to enter into an agreement with respect to an Acquisition Proposal during the identity term of this Agreement (it being agreed that during the offeror and the terms and conditions term of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either Lexford shall not enter into an agreement with any Person that provides for, or in any way facilitates, an Acquisition Proposal (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe a confidentiality agreement in customary form executed as provided above)) or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (iiz) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) affect any other transaction pursuant to which any Third Party acquires control obligation of assets or businesses (including for Lexford under this purpose the outstanding equity securities of Subsidiaries of Teleglobe or ExcelAgreement; provided, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by however, that the Board of Directors Trustees of Teleglobe or Excel, as the case Lexford may beapprove and recommend a Superior Acquisition Proposal and, in good faith) equal to more than 10% connection therewith, withdraw or modify its approval or recommendation of this Agreement and the Merger. As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which a majority of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation members of the Board of Trustees of Lexford determines in good faith to be more favorable to Lexford's shareholders from a financial point of view than the Merger or (v) any public announcement and which the Board of a proposal, plan or intention to do any Trustees of the foregoing or any agreement to engage in any Lexford determines is reasonably capable of the foregoingbeing consummated.

Acquisition Proposals. (a) Teleglobe The Company, the Company Subsidiaries and Excel each their respective officers, directors or employees, consultants, agents, advisors and other representatives (collectively, the “Company Representatives”) immediately shall notcease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with respect to any Acquisition Proposal and, to the extent permitted by the applicable confidentiality or similar agreement governing such activities, discussions or negotiations, require any third parties to such activities, discussions or negotiations to return to the Company or to destroy all confidential information of the Company or any Company Subsidiary. Subject to the other provisions of this Section 6.6, until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, none of the Company, the Company Subsidiaries nor any of the Company Representatives shall, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, solicit or encourage or knowingly facilitate (including by way of furnishing providing information) any inquiries or proposals that constitutethe submission of, or could take any other action designed to facilitate, any inquiries, proposals or offers that constitute or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, or (ii) approve or recommend, or propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement providing for or relating to an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 6.6(a), until the Company Shareholders’ Approval is obtained, to the extent consistent with the fiduciary obligations of the Board of Directors of the Company to the shareholders of the Company under applicable Law, as determined in good faith by the Board of Directors of the Company after consultation with the Company’s outside counsel, in response to a bona fide written Acquisition Proposal that the Company’s Board of Directors determines, in good faith, after consultation with the Company’s outside counsel and financial advisors, constitutes or is reasonably likely to result in a Superior Proposal , and provided the Acquisition Proposal was not solicited by the Company or the Company Representatives and did not otherwise result from a breach or deemed of this Section 6.6, and, subject to compliance with this Section 6.6(b) and Section 6.6(c), the Company may (x) furnish information with respect to the Company and the Company Subsidiaries to the person making the Acquisition Proposal (pursuant to a breach customary confidentiality and standstill agreement not less restrictive of this such person, in the aggregate, than the Confidentiality Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or including paragraph 3 thereof) and (y) a proposal participate in discussions or offer for an Alternative Transaction (as defined below) involving negotiations with such party or any of its Subsidiaries (any of person regarding the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained the Company shall promptly provide to Parent any material non-public information concerning the Company or any Company Subsidiary that is provided to any person pursuant to this Section 6.6(b) and was not previously provided to Parent. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Agreement shall prevent Teleglobe Section 6.6 by any Company Representative or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions affiliate of the Canadian Securities Laws with respect Company or any Company Subsidiary, whether or not such person is purporting to an Acquisition Proposal. Each act on behalf of Teleglobe and Excel agrees that it will immediately cease and cause the Company or any Company Subsidiary or otherwise, shall be deemed to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence breach of this Section 5.5 of 6.6 by the obligations undertaken in this Section 5.5Company. (bc) Teleglobe The Company promptly (but in any event within 24 hours of such request for information or receipt of such Acquisition Proposal) shall advise Parent orally and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel subsequently in writing (or their advisorsx) of any Acquisition Proposal or any request for nonpublic information in connection inquiry with an Acquisition Proposal respect to or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay lead to any Acquisition Proposal, the consummation identity of the Merger person making any such Acquisition Proposal or inquiry and the principal terms and conditions of any such Acquisition Proposal or inquiry and (y) if it is entering into discussions under Section 6.6(b). The Company shall (i) keep Parent fully informed of the status, including any change or proposed change to the terms of any such Acquisition Proposal or inquiry, (ii) provide to Parent as soon as reasonably practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to the Company from any third party in connection with any Acquisition Proposal or sent or provided by the Company to any third party in connection with any Acquisition Proposal and (iii) provide Parent with advance written notice of any scheduled meeting of the Company Board to discuss an Acquisition Proposal. (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Shareholders’ Approval, the Company receives an Acquisition Proposal which the Company’s Board of Directors determines in good faith constitutes a Superior Proposal, after consultation with the Company’s financial advisors, the Company’s Board of Directors may terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors determines in good faith, after consultation with outside counsel and financial advisors, that failure to take such action will be inconsistent with its fiduciary duties to shareholders of the Company under applicable Law; provided, however, that the Company shall not terminate this Agreement pursuant to this Section 6.6(d) and any purported termination pursuant to this Section 6.6(d) shall be void, unless at the time the Company is not in material breach of any of its obligations under this Agreement, including its obligations under Section 6.6, and concurrently with such termination the Company pays the Termination Fee payable pursuant to Section 8.2(b); and provided, further, that the Board of Directors may not terminate this Agreement pursuant to this Section 6.6(d) unless the Company shall have provided prior written notice to Parent (a “Notice of Superior Proposal”), at least five business days in advance (such five business day period, the “Matching Period”), of its intention to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of the Superior Proposal (including the identity of the party making the Superior Proposal), and shall be accompanied by a copy of a draft of the definitive agreement proposed to be entered into with respect to the Superior Proposal. The Company agrees that, during the Matching Period, the Company and the Company Representatives shall consider in good faith any proposal that may be made by Parent with respect to possible revisions of the terms of this Agreement. The Company further agrees that it will deliver to Parent a new Notice of Superior Proposal with respect to (A) each material revision or material modification to a Superior Proposal that was the subject of a previous Notice of Superior Proposal where such revision or modification is adverse to the Company or its shareholders, and (B) each other material revision or material modification to a Superior Proposal that was the subject of a previous Notice of Superior Proposal where such revision or modification is made during a Matching Period, and that a new Matching Period shall commence for purposes of this Section 6.6(d) under either of the circumstances described in clauses (A) and (B) above at the time Parent receives the new Notice of Superior Proposal. (e) Nothing contained in this Agreement shall prohibit the Company’s Board of Directors from (i) taking and disclosing to the Company’s shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, or (vii) making any public announcement other disclosure to the Company’s shareholders if, in the case of any disclosure described in this clause (ii), the Company’s Board of Directors determines in good faith, after consultation with outside counsel, that failure to disclose would be a proposal, plan or intention to do any violation of the foregoing or any agreement to engage in any obligations of the foregoingCompany or its Board of Directors under applicable Law. (f) For purposes of this Agreement:

Acquisition Proposals. BFS agrees that neither BFS nor any of its subsidiaries shall, and that BFS and its subsidiaries shall direct and use all reasonable efforts to cause their respective directors, officers, employees, agents and representatives (a) Teleglobe and Excel each shall notincluding, directly or indirectlywithout limitation, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party it or any of its Subsidiaries subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any substantial part of the assets or any equity securities of, BFS or any of its subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any discussions or negotiations or discussions concerningwith, or provide any non-public confidential information to or data to, any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any an Acquisition Proposal; provided, howeverthat, if BFS is not otherwise in violation of this Section 5.2, the Board of Directors of BFS may furnish or cause to be furnished information and may participate in such discussions and negotiations directly or through its representatives if such Board of Directors, after having consulted with and considered the written advice of outside counsel, has determined that nothing contained the failure to provide such information or participate in this Agreement shall prevent Teleglobe such negotiations and discussions would constitute a breach of their fiduciary duties under Delaware law. If any such inquiries or Excel from complying with Rule 14e-2 under the Exchange Act proposals are received by, any such information is requested from, or similar provisions any such negotiations or discussions are sought to be initiated or continued with, BFS or any of the Canadian Securities Laws with respect to an Acquisition Proposalits subsidiaries, BFS will immediately notify Dime. Each of Teleglobe and Excel agrees that it BFS will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or will enforce any confidentiality agreement between it agreements and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 5.2 of the obligations undertaken in this Section 5.55.2. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe Following the execution of this Agreement and Excel each prior to the earliest to occur of (i) the termination of this Agreement under Article 10 or (ii) the Closing Date, the Company, the Seller and/or any of their respective managers, directors, partners, officers, employees or other representatives or agents shall not, directly or indirectly, through any officercommunicate, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate participate (including by way furnishing non-public information concerning the Company's business, properties or assets) in any discussions or negotiations with regard to any proposal to acquire, directly or indirectly, any shares of furnishing information) the capital stock or Common Stock of the Company, to invest any inquiries funds in the Company, whether such proposal, acquisition, investment or proposals that constituteother transaction involves a stock sale, a tender offer, exchange offer, merger or other business combination involving the Company, or could reasonably be expected to lead to, (x) for the acquisition of a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion substantial portion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any assets of the foregoing inquiries or proposals being referred to in this Agreement as Company (an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained the Seller and its directors and officers may participate in this Agreement shall prevent Teleglobe any discussions or Excel from complying negotiations regarding, furnish any information with Rule 14e-2 under the Exchange Act respect to, assist or similar provisions participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the Canadian Securities Laws with foregoing to the extent that their fiduciary duties so require. The Company will immediately communicate to the Buyer the identity of such other party and the initial terms of any proposal it may receive from any other party in respect to of an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel If the Seller shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information terminate this Agreement in connection with an Acquisition Proposal or for access to the properties, books or records its acceptance of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice , the Seller shall be made orally and pay to the Buyer Two Million Dollars ($2,000,000), plus the net amount of money invested by the Buyer in writing and shall indicate in reasonable detail the identity operations of the offeror Company through the date of termination plus the amount of the Purchase Price paid through the date of termination (the "Investment") by wire transfer of immediately available funds and pursuant to the terms and conditions of such proposal, inquiry or contactwire transfer instructions set forth on Schedule 1.3. (c) As used in this AgreementThe Seller shall have the right to review the books and records of the Buyer and the Company for a period of thirty (30) days after notification of the amount of the Investment to verify and confirm the accuracy thereof. If, "Alternative Transaction" means either (i) a transaction after such review, the Seller agrees with the amount of the Investment, the Seller shall promptly pay the Buyer pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.Section 6.1.4

Acquisition Proposals. (a) Teleglobe and Excel each shall notThe Company may, directly or indirectly, through furnish information in response to unsolicited requests thereof to any officercorporation, directorpartnership, employeeperson, stockholder, financial advisor, agent or other representative of such party entity or group (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (ieach a "Bidder") solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) expresses a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere bona fide interest in any material respect with the completion of the Merger or (y) making a proposal or offer for an Alternative Transaction (as defined below) concerning any merger, sale of assets, sale of shares of capital stock, similar transaction, or other business combination involving such party the Company or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as each an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information pursuant to any Person relating to, or otherwise facilitate any effort or attempt an executed confidentiality agreement on terms substantially similar to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing those contained in this the Confidentiality Agreement (as defined in Section 6.7). The Company shall prevent Teleglobe or Excel from complying notify Parent immediately upon executing a confidentiality agreement with Rule 14e-2 under the Exchange Act or similar provisions a Bidder, including notifying Parent of the Canadian Securities Laws with respect to an Acquisition Proposalidentity of the Bidder. Each of Teleglobe and Excel The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any parties conducted heretofore with respect to any of the Acquisition ProposalProposals. Each The Company also agrees that it will promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which acquiring it is a party or any of its Subsidiaries to return all confidential information heretofore furnished to such person by or on behalf of it or any of its Subsidiaries, consistent with the requirement of such confidentiality agreement between it agreements. The Company and another Person its directors, officers, counsel, and other advisors and representatives (collectively, the "Representatives") may participate in discussions and negotiate with a Bidder concerning an Acquisition Proposal if the members of the Company's board of directors who has made or who may are not interested in such Acquisition Proposal determine in good faith (after consultation with financial and legal advisers) that such participation could reasonably be considered likely lead to make an Acquisition Proposal. Each of Teleglobe Except as set forth above and Excel agrees that it will take for discussion with Parent and its Affiliates, the necessary steps Company and its Representatives shall not, directly or indirectly, participate in any discussions with respect to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice Unless and until this Agreement is terminated, Company shall be made orally and in writing and shall indicate in reasonable detail the identity not enter into any agreement of the offeror and the terms and conditions merger, sale of such proposal, inquiry assets or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may besimilar transaction, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination combination, involving Teleglobe the Company or Excel any of its subsidiaries. Nothing in this Agreement shall prevent the Company from entering into agreements, understandings, or arrangements with any Bidder providing for fees payable in the event that an offer by Parent, pursuant to which any Third Party acquires more than 10% Section 8.3(a) in response to such Bidder's Acquisition Proposal, is accepted by the board of directors of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stockCompany; provided, that any such fees payable will increase by like amount the Cash Expenditure Amount and corresponding Cash Shortfall, if any, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of themcalculated under Section 7.2(l) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingthis Agreement.

Acquisition Proposals. (a) Teleglobe Seller and Excel each Holding Company agree that they shall not, directly and shall cause their respective officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public confidential information to to, or have any Person discussions with, any person relating to, any tender or otherwise facilitate exchange offer, proposal for a merger, consolidation, sale of substantially all of its assets and assumption of substantially all of its liabilities, or other business combination involving Seller or Holding Company or any effort proposal or attempt offer to make acquire in any manner a substantial equity interest in Seller or implementHolding Company, other than the Transactions (any of the foregoing, an “Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal”); provided, however, that nothing contained if neither Seller nor Holding Company is otherwise in violation of this Agreement shall prevent Teleglobe Section 7.24, the board of directors of Holding Company or Excel from complying with Rule 14e-2 under the Exchange Act Seller may provide information to, and may engage in such negotiations or similar provisions of the Canadian Securities Laws discussions with, any person with respect to an Acquisition Proposal. Each , directly or through representatives, if Holding Company’s board of Teleglobe directors, after consulting with and Excel agrees considering the advice of its financial advisor and its outside counsel, determines in good faith that it will immediately cease and cause its failure to be terminated provide information or to engage in any existing activities, such negotiations or discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may would reasonably be considered likely expected to make an Acquisition Proposalconstitute a failure to discharge properly the fiduciary duties of such directors in accordance with Washington Law. Each of Teleglobe and Excel agrees that it will take Seller or Holding Company shall promptly (within one Business Day) advise Buyer following the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) it of any written Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror person making such Acquisition Proposal and the terms and conditions a copy of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise Buyer of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. Imageware agrees (a) Teleglobe that from and Excel each after the date of this Agreement and until the Effective Date, neither Imageware nor any of its officers and directors shall, and Imageware shall notdirect and use its best efforts to cause Imageware's employees, agents and representatives not to, initiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its stockholders) involving such party with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of, all or any significant portion of its Subsidiaries the assets or any equity securities of, Imageware (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information to any Person relating or data to, or otherwise facilitate have any effort or attempt to make or implementdiscussions with, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect person relating to an Acquisition Proposal. Each of Teleglobe and Excel agrees ; (b) that it Imageware will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it each will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken herein; and (c) that Imageware will notify SDRC immediately if any Acquisition Proposed is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, Imageware; provided, however, that nothing contained in this Section 5.5. (b) Teleglobe and Excel 7.10 shall each notify prohibit the other party immediately after receipt by Teleglobe Board of Directors of Imageware or Excel (its representatives from furnishing information to, or their advisors) of any Acquisition Proposal entering into discussions or any request for nonpublic information in connection with an Acquisition Proposal or for access to the propertiesnegotiations with, books or records of such party by any person or entity that informs such party that it is considering making, or has made, makes an unsolicited bona fide proposal to engage in an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a Proposal transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, Imageware in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which faith determines could reasonably be expected to prevent or materially impair or delay result in a financially superior transaction for the consummation shareholders of Imageware as compared to the Merger or (v) any public announcement and the transactions contemplated thereby, if the Board of a proposal, plan or intention Directors determines that such action is required based on its fiduciary duties to do any of the foregoing or any agreement to engage in any of the foregoingshareholders imposed by law.

Acquisition Proposals. (a) Teleglobe AM TRU and Excel each Seller agree that they shall not, directly and they shall cause their officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public confidential information to to, or have any Person discussions with, any person relating to, any tender or otherwise facilitate exchange offer, proposal for a merger, consolidation, sale of assets and assumption of liabilities, or other business combination involving AM TRU or Seller or any effort proposal or attempt offer to make acquire in any manner a substantial equity interest in, or implementa substantial portion of the assets or deposits of, AM TRU or Seller other than the transactions contemplated by this Agreement (any of the foregoing, an “Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal”); provided, however, that nothing contained if AM TRU is not otherwise in violation of this Agreement shall prevent Teleglobe Section 7.06, AM TRU’s Board of Directors may provide information to, and may engage in such negotiations or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws discussions with, a person with respect to an Acquisition Proposal, directly or through representatives, if AM TRU’s Board of Directors, after consulting with and considering the advice of its financial advisor and its outside counsel, determines in good faith that its failure to provide information or to engage in any such negotiations or discussions would constitute a failure to discharge properly the fiduciary duties of such directors in accordance with Indiana law. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take AM TRU shall promptly (within 24 hours) advise Buyer following the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror person making such Acquisition Proposal and the terms and conditions a copy of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"Acquisition Proposal), would acquire more than 10% and advise the Buyer of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. (a) Teleglobe The Company and Excel each its officers, directors, employees, representatives and agents shall not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalProposal (as defined in Section 6.2(b) hereof). Each The Company and its Subsidiaries will not, and will use their best efforts to cause their respective officers, directors, employees and investment bankers, attorneys, accountants or other agents retained by the Company or any of Excel and Teleglobe agrees its Subsidiaries not to release to, (i) initiate or solicit, directly or indirectly, any third party frominquiries with respect to, or waive any provision the making of, any standstill agreement Acquisition Proposal, or (ii) except as permitted below, engage in negotiations or discussions with, or furnish any information or data to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely Third Party (as defined in Section 8.3(b) hereof) relating to make an Acquisition ProposalProposal (other than the transactions contemplated hereby and by the Ancillary Agreements). Each of Teleglobe and Excel agrees that it will take Notwithstanding anything to the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken contrary contained in this Section 5.5.6.2, the Company may furnish information to, and participate in discussions or negotiations (including, as a part thereof, making any counter- proposal) with, any Third Party which submits an unsolicited written Acquisition Proposal to the Company if the Company's Board of Directors by a majority vote determines in its good faith judgment, based as to legal matters upon the written opinion of legal counsel, that the failure to furnish such information or participate in such discussions or negotiations would likely constitute a breach of the Board's fiduciary duties under applicable Law; provided, that nothing herein shall prevent the Board from taking, and disclosing to the Company's shareholders, a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided further, that the Board shall not recommend that the shareholders of the Company tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment, based as to legal matters on the written opinion of legal counsel, that failing to take such action would likely constitute a breach of the Board's fiduciary duty; provided further, that the Company shall not enter into any agreement with respect to any Acquisition Proposal except concurrently with or after the termination of this Agreement (except with respect to confidentiality and standstill agreements to the extent expressly provided below). The Company shall promptly provide Parent with a copy of any written Acquisition Proposal received and a written statement with respect to any non-written Acquisition Proposal received, which statement shall include the identity of the parties making the Acquisition Proposal and the terms thereof. The Company shall promptly inform Parent of the status and content of any discussions regarding any Acquisition Proposal with a Third Party. In no event shall the Company provide non-public information regarding the Retained Business to any Third Party making an Acquisition Proposal unless such party enters into a confidentiality agreement containing provisions designed to reasonably protect the confidentiality of such 25 (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) For purposes of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, the term "Alternative TransactionACQUISITION PROPOSAL" means either shall mean any bona fide proposal, whether in writing or otherwise, made by a Third Party to acquire beneficial ownership (ias defined under Rule 13(d) of the Exchange Act) of all or a transaction material portion of the Assets of, or any material equity interest in, any of the Company, a Retained Subsidiary or the Retained Business pursuant to which any person (a merger, consolidation or group other business combination, sale of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may besale of Assets, whether pursuant to a tender offer or exchange offer or otherwisesimilar transaction involving either the Company, (ii) a merger Retained Subsidiary or other business combination involving Teleglobe the Retained Business, including, without limitation, any single or Excel pursuant multi-step transaction or series of related transactions which is structured to which permit such third party to acquire beneficial ownership of any Third Party acquires more than 10% material portion of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may beAssets of, or shares exercisable or convertible into or exchangeable for more than 10% any material portion of the outstanding shares of Excel Common Stock equity interest in, either the Company, a Retained Subsidiary or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, Retained Business (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for than the transactions contemplated by this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, Agreement and the entity surviving Ancillary Agreements); provided, that the term "ACQUISITION PROPOSAL" shall not include any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined transactions which relate solely to the businesses to be owned by Spinco and the Board of Directors of Teleglobe or Excel, as Spinco Companies following the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, Spin-Off and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay not have an adverse effect on the consummation of the Merger Offer, the Merger, the Spin- Off or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingtransactions contemplated hereby.

Acquisition Proposals. From and after the date of this Agreement and prior to the Effective Time, except as provided below, the Company agrees (ai) Teleglobe and Excel each that the Company shall not, directly or indirectlyand the Company shall direct and use its reasonable best efforts to cause its officers, through any officerdirectors, director, employee, stockholder, financial advisor, agent or other representative of such party employees and authorized agents and representatives (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (iit) solicitnot to, initiate, encourage solicit or knowingly facilitate (including by way of furnishing information) encourage, directly or indirectly, any inquiries or proposals that constitutethe making or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or could reasonably be expected any purchase of, any equity securities (except pursuant to lead tothe exercise of the outstanding options, (x) a breach warrants or other rights set forth in Section 4.3 of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion including, Section 4.3 of the Merger Disclosure Schedule) or all or any significant portion of the assets of, the Company (y) a any such proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person or entity relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to an Acquisition Proposal. Each of Teleglobe and Excel agrees (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties person or entity conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals person or entities entity referred to in the first sentence of this Section 5.5 above of the obligations undertaken in this Section 5.5. 5.2; and (biii) Teleglobe and Excel that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it (but the Company shall each notify not be required to disclose the other party immediately after receipt by Teleglobe or Excel (or their advisors) names of any Acquisition Proposal party making or the terms of any request for nonpublic such proposal); provided, however, that nothing contained in this Section 5.2 shall prohibit the Board of Directors of the Company from (x) furnishing information in connection with an Acquisition Proposal to, or for access to the propertiesentering into discussions or negotiations with, books or records of such party by any person or entity that informs such party that it is considering making, or has made, makes an unsolicited bona fide proposal in writing to engage in an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail Proposal transaction which the identity Board of Directors of the offeror Company in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Offer and the terms Merger if, and conditions only to the extent that, (A) the Board of such proposalDirectors determines, inquiry or contact. after consultation with outside counsel of national reputation (cwhich may be the Company's regularly engaged counsel) As used for its expertise in this Agreement, corporate and securities law matters as the Company shall select ("Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third PartyCompany Counsel"), that failure to take such action would acquire more than 10% of be inconsistent with the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined compliance by the Board of Directors of Teleglobe with its fiduciary duties to stockholders imposed by law, (B) prior to or Excelconcurrently with furnishing such information to, as or entering into discussions or negotiations with, such a person or entity, the case may beCompany provides written notice to Parent to the effect that it is furnishing information to, in good faithor entering into discussions or negotiations with, such a person or entity, and (C) equal to more than 10% the Company keeps Parent informed of the fair market value status (excluding, however, the identity of all such person) of any such discussions or negotiations; and (y) to the assets or businesses of Teleglobe or Excelextent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 5.2 shall (t) permit the Company to terminate this Agreement (except as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transactioncontemplated by Section 8.1(b)(ii)), (ivu) permit the Company to enter into any recapitalizationagreement with respect to an Acquisition Proposal during the term of this Agreement, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) affect any public announcement other obligation of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingparty under this Agreement.

Acquisition Proposals. Prior to the Effective Time, the Company agrees that: (a) Teleglobe and Excel each neither it nor any of the Company Subsidiaries shall notinitiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, sale of assets or similar transaction involving such party all or any significant portion of the assets or any equity securities of the Company or any of its Subsidiaries the Company Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, concerning or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each ; (b) it will use its best efforts not to permit any of Teleglobe and Excel agrees that its officers, employees, agents or financial advisors to engage in any of the activities described in Section 5.1(a); (c) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 5.1(b) of the obligations undertaken in this Section 5.5.5.1; and (bd) Teleglobe and Excel shall each it will notify ERP immediately if the other party immediately after receipt by Teleglobe Company receives any such inquiries or Excel (or their advisors) of any Acquisition Proposal proposals, or any request requests for nonpublic such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 5.1 shall prohibit the Company Board from (i) furnishing information in connection with an Acquisition Proposal to or for access to the propertiesentering into discussions or negotiations with, books or records of such party by any person or entity that informs makes an unsolicited Acquisition Proposal, if, and only to the extent that (A) the Company Board determines in good faith that failure to do so would create a reasonable probability of a breach of its duties to shareholders imposed by law, (B) prior to furnishing such party information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to ERP to the effect that it is considering makingfurnishing information to, or has madeentering into discussions with, an Acquisition Proposal. Such notice shall such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which the Company determined in good faith was required to be made orally and executed in writing and shall indicate in reasonable detail order for the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant Company Board to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"comply with its duties to shareholders imposed by law), would acquire more than 10% the Company keeps ERP informed of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.the

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall use its reasonable best efforts to cause its officers, directors, agents, advisors and Affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach merger, consolidation or other business combination involving the Company or any of this Agreement, either Voting Agreement its Subsidiaries or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or operations of, the Company or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) engage in negotiations other than the transactions contemplated by this Agreement or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposalthe Stock Option Agreement; provided, howeverPROVIDED, that nothing contained in this Agreement shall prevent Teleglobe the Company's Board of Directors from (i) making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) providing (or Excel authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from complying a breach of this Section 6.06; (iii) recommending such an Acquisition Proposal to its stockholders (and in connection therewith withdrawing its favorable recommendation to stockholders of this Agreement), if and only to the extent that, in the case of actions referred to in clause (ii) or (iii), (x) such Acquisition Proposal is a Superior Proposal, (y) the Company's Board of Directors, after having consulted with Rule 14e-2 under and considered the Exchange Act advice of outside counsel to such Board, determines in good faith that providing such information or similar provisions engaging in such negotiations or discussions, or making such recommendation, is required in order to discharge the directors' fiduciary duties in accordance with the DGCL and (z) the Company receives from such person a confidentiality agreement substantially in the form of the Canadian Securities Laws Confidentiality Agreement. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any Acquisition Proposal by a third party on terms which the Company's Board of Directors determines in its good faith judgment, after consultation with respect its financial advisors (whose advice shall be communicated to an Parent), to be more favorable from a financial point of view to its stockholders than the Merger and the other transactions contemplated hereby, after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law, after giving Parent at least five Business Days to respond to such third-party Acquisition Proposal once the Board has notified Parent that in the absence of any further action by Parent it would consider such Acquisition Proposal to be a Superior Proposal, and then taking into account any amendment or modification to this Agreement proposed by Parent. Each of Teleglobe and Excel The Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than Parent, with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. foregoing. The Company shall promptly (bwithin 24 hours) Teleglobe and Excel shall each notify advise Parent following the other party immediately after receipt by Teleglobe or Excel (or their advisors) it of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail material terms thereof (including the identity of the offeror person making such Acquisition Proposal), and advise Parent of any developments (including any change in such terms) with respect to such Acquisition Proposal promptly upon the terms and conditions of such proposal, inquiry or contact. (c) As used occurrence thereof. Nothing contained in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (Section 6.06 or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control provision of assets this Agreement will prohibit the Company or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Company's Board of Directors of Teleglobe or Excel, as from notifying any third party that contacts the case may be, in good faith) equal to more than 10% Company on an unsolicited basis after the date hereof concerning an Acquisition Proposal of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingCompany's obligations under this Section 6.06.

Acquisition Proposals. (a) Teleglobe The Company agrees that neither it nor any of the Company Subsidiaries nor any of the respective officers and Excel each directors of the Company or the Company Subsidiaries shall, and the Company shall notdirect and use its best efforts to cause its employees, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party agents and representatives (including any investment banker, attorney or accountant retained by such party it or by any of such party's Subsidiaries the Company Subsidiaries) not to, directly or stockholders) (i) solicitindirectly, initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information) any inquiries or proposals that constitute, or could reasonably be expected to lead to, (x) a breach the making of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding any proposal or offer to stockholders of the Company) involving such party with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its the Company Subsidiaries (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerning, or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan 36 Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any implement an Acquisition Proposal; provided, howeverhowever that the Company may furnish or cause to be furnished such confidential information or data and may participate in such negotiations or discussions directly or through its representatives if the Company's board of directors, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying after having consulted with Rule 14e-2 under and considered the Exchange Act or similar provisions advice of the Canadian Securities Laws with respect Company's board of director's independent outside counsel, has determined that any such action is necessary in order for the Company's board of directors to an Acquisition Proposaldischarge their fiduciary duties under applicable laws. Each of Teleglobe and Excel agrees that it The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or enforce any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalagreements. Each of Teleglobe and Excel agrees that it The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence of this Section 5.5 hereof of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each 5.1. The Company agrees that it will notify the other party Acquiror immediately after receipt by Teleglobe if any such inquiries, proposals or Excel (or their advisors) of offers are received by, any Acquisition Proposal such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company or any of the Company Subsidiaries. The Company also agrees that it promptly shall request for nonpublic information each other person (other than the Acquiror) that has heretofore executed a confidentiality agreement in connection with an Acquisition Proposal its consideration of acquiring the Company or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing Company Subsidiaries to return or any agreement destroy all confidential information heretofore furnished to engage in such person by or on behalf of the Company or any of the foregoingCompany Subsidiaries.

Acquisition Proposals. (a) Teleglobe and Excel each The Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' representatives not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information to, (x) or have any discussions with, any person relating to, any tender or exchange offer, proposal for a breach of this Agreementmerger, either Voting Agreement consolidation or either Stock Option Agreement or otherwise interfere in any material respect with other business combination involving the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as foregoing, an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, PROVIDED that nothing contained in this Agreement shall prevent Teleglobe or Excel the Company Board from complying with Rule 14e-2 under (i) making any disclosure to its stockholders if, in the Exchange Act or similar provisions good faith judgment of the Canadian Securities Laws Company Board, failure so to disclose would be inconsistent with respect to its obligations under applicable law; (ii) before the date of the Company Meeting, providing (or authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from a breach of this Section 6.06; or (iii) recommending such an Acquisition Proposal to its stockholders if and only to the extent that, in the case of actions referred to in clause (ii) or (iii), (x) such Acquisition Proposal is a Superior Proposal, (y) the Company Board, after having consulted with and considered the advice of outside counsel to the Company Board, determines in good faith that providing such information or engaging in such negotiations or discussions, or making such recommendation is required in order to discharge the directors' fiduciary duties to the Company and its stockholders in accordance with the DGCL and (z) the Company receives from such person a confidentiality agreement substantially in the form of the Confidentiality Agreement. Each For purposes of Teleglobe this Agreement, a "SUPERIOR PROPOSAL" means any Acquisition Proposal by a third party on terms that the Company Board determines in its good faith judgment, after receiving the advice of its financial advisors, to be materially more favorable from a financial point of view to the Company and Excel its stockholders than the Merger and the other transactions contemplated hereby, after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law, after giving the Acquiror at least two business days to respond to such third-party Acquisition Proposal once the Board has notified the Acquiror that in the absence of any further action by the Acquiror it would consider such Acquisition Proposal to be a Superior Proposal, and then taking into account any amendment or modification to this Agreement proposed by the Acquiror. The Company also agrees that it will immediately to cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than the Acquiror, with respect to any of the foregoing. The Company shall promptly (within one business day) advise the Acquiror following the receipt by it of any Acquisition Proposal and the material terms thereof (including the identity of the person making such Acquisition Proposal), and advise the Acquiror of any developments (including any change in such terms) with respect to such Acquisition Proposal promptly upon the occurrence thereof. Each The Company agrees that neither it nor any of Excel and Teleglobe agrees not to release any third party fromits Subsidiaries shall terminate, amend, modify or waive any provision of, of or release any of its rights under any confidentiality or standstill agreement to which it is a party or party. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any confidentiality agreement between it such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposalenforce specifically the terms and provisions thereof in any court having jurisdiction. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken Nothing contained in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal 6.06 or any request for nonpublic information in connection with other provision of this Agreement will prohibit the Company or the Company Board from notifying any third party that contacts the Company on an unsolicited basis after the date hereof concerning an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactCompany's obligations under this Section 6.06. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. Prior to the Effective Time, each Seller agrees that: (a) Teleglobe and Excel each it shall not, directly or indirectly, through any officerof its officers, directordirectors, employee, stockholder, financial advisor, agent employees or other representative of such party agents or representatives (including any investment banker, attorney or accountant accountant) retained by such party it, and it shall not authorize or permit its officers, directors, employees or agents or representatives (including any investment banker, attorney or accountant) retained by any of such party's Subsidiaries or stockholders) (i) solicitit to, initiate, solicit or encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement any Acquisition Proposal or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, concerning or provide any non-public confidential information or data to, or have any discussions with, any person relating to any Person relating toan Acquisition Proposal, or otherwise facilitate any effort or efforts to attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect to implement an Acquisition Proposal. Each of Teleglobe and Excel agrees that ; (b) it will shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel Proposal and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will shall take the necessary steps to inform promptly the individuals its officers, directors, employees or entities referred to in the first sentence of this Section 5.5 agents or representatives (including any investment banker, attorney or accountant) retained by it of the obligations undertaken in this Section 5.5.7.2; and (bc) Teleglobe and Excel it shall each notify the Company immediately if it receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 7.2: (i) shall prohibit the general partner of any McNeil Partnership from furnixxxxx information to or entering into discussions or negotiations with, any person that makes an unsolicited Acquisition Proposal for such McNeil Partnership, if, and only xx xxe extent that, (A) such general partner determines in good faith that such unsolicited Acquisition Proposal could result in a Superior Acquisition Proposal and that such action is required for such general partner to comply with its duties to its limited partners imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, such general partner provides written notice to the Company to the effect that it is furnishing information to, or entering into discussions with, such person and (C) (1) subject to clause (2) below, such general partner keeps the Company informed of the status (not the terms) of any such discussions or negotiations and (2) such general partner complies with the last sentence of Section 9.3(b) hereof; or (ii) to the extent applicable, shall prohibit the general partner of any McNeil Partnership from taking xxx xisclosing to the limited partners of such McNeil Partnership a position, xxxx respect to such McNeil Partnership, contemplated xx Xxxes 14d-9 and 14e-2 under the Exchange Act with regard to an Acquisition Proposal for such McNeil Partnership; provided fuxxxxx, however, that the general partner of any McNeil Partnership may approve anx xxxxmmend a Superior Acquisition Proposal and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement, the Merger in respect of such McNeil Partnership, the MPLP Coxxxxxxtions with respect to such McNeil Partnership, the appointxxxx xf the applicable New GP LLC as the successor general partner of such McNeil Partnership and the other party immediately after xxxxxxctions contemplated by this Agreement, prior to the approval by the holders of LP Interests of such McNeil Partnership of this Agrexxxxx, the Merger in respect of such McNeil Partnership, the MPLP Xxxxxxbutions with respect to such McNeil Partnership, the appointxxxx xf the applicable New GP LLC as the successor general partner of such McNeil Partnerships and the othex xxxnsactions contemplated by this Agreement at the McNeil Limited Partner Meeting (xx any adjournment thereof) of such McNeil Partnership. Any disclosuxx xxxt the general partner of any McNeil Partnership may be compelxxx xx make with respect to the receipt of an Acquisition Proposal for such McNeil Partnership in order to xxxxxx with its duties to its limited partners or that the general partner of any McNeil Partnership may be compelxxx xx make in order to comply with Rule 14d-9 or 14e-2, shall not constitute a violation of this Section 7.2, provided that such disclosure states that no action shall be taken by Teleglobe such general partner with respect to the withdrawal of its recommendation of the transactions contemplated hereby or Excel (the approval or their advisors) recommendation of any Acquisition Proposal or any request for nonpublic information except in connection accordance with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactthis Section 7.2. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each Company agrees that it shall not, directly and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere engage in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public confidential information to any Person relating to, or otherwise facilitate have any effort or attempt to make or implementdiscussions with, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicableperson relating to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under (x) require the Exchange Act or similar provisions Company Board to recommend stockholder approval of the Canadian Securities Laws Merger following an Acquisition Proposal or (y) prevent Company or the Company Board from (i) engaging in any discussions or negotiations with, or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, (ii) recommending such an unsolicited bona fide written Acquisition Proposal to the holders of Company Common Stock or (iii) responding to a tender offer in compliance with applicable law if and only if, with respect to an the actions described in clause (x) or (y), as applicable, (A) the Company Board concludes in good faith that the Acquisition Proposal, if consummated, would result in a transaction more favorable to holders of Company Common Stock than the transaction contemplated by this Agreement; (B) the Company Board determines in good faith based upon the advice of outside counsel that such action is legally necessary for it to act in a manner consistent with its fiduciary duties under applicable law; and (C) prior to providing any information or data to any person or entering into discussions or negotiations with any Person, the Company Board notifies Zions immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with Company or any Subsidiary thereof. Each of Teleglobe and Excel agrees that it will Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted prior to the date of this Agreement with any parties conducted heretofore other than with respect to any Acquisition Proposal. Each of Excel the foregoing and Teleglobe agrees not shall use its reasonable best efforts to release any third party from, or waive any provision of, any standstill agreement to which it is a party or 34 enforce any confidentiality or similar agreement between it and another Person who has made or who may reasonably be considered likely relating to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take Company shall promptly (within 24 hours) advise Zions following the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) Company of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to and the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail substance thereof (including the identity of the offeror person making such Acquisition Proposal and the terms terms, conditions and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"status thereof), would acquire more than 10% and advise Zions of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior developments with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay Acquisition Proposal immediately upon the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingoccurrence thereof.

Acquisition Proposals. (a) Teleglobe and Excel each The Company shall not, directly not solicit or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected furnish any nonpublic information relating to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere participate in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, any acquisition or provide any non-public information to any Person relating topurchase of all or a substantial portion of the assets of, or otherwise facilitate a substantial equity interest in, the Company, or any effort merger or attempt other business combination with the Company, other than as contemplated by this Agreement (any such transaction being referred to make as a “Business Combination”). (b) The Company shall instruct its officers, directors, agents, advisors and Affiliates to refrain from taking any action that would violate or implementconflict with any of the provisions of this Section 5.11; and it shall notify Purchaser immediately if any such inquiries or proposals are received by, or any Acquisition Proposalsuch negotiations or discussions are sought to be initiated with, the Company. (c) Nothing in this Section 5.11, will prevent the Company from (i) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written proposal for a Business Combination, if the Company receives from the Person an executed confidentiality agreement acceptable to Purchaser in its reasonable discretion, or (iiiii) agree engaging in any negotiations or discussions with any person who has made such an unsolicited bona fide written proposal, if and only to the extent that, (A) in each such case referred to in clause (i) or recommend (ii), the Company’s board of directors determines in good faith (after consultation with its financial advisor) that the proposal, if accepted, is reasonably likely to its stockholders or shareholdersbe consummated, as applicableand would, any Acquisition Proposal; providedif consummated, however, that nothing contained result in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under a transaction more favorable to the Exchange Act or similar provisions holders of capital stock of the Canadian Securities Laws Company from a financial point of view than the transactions contemplated herein. If negotiations or discussions are initiated in accordance with respect the preceding sentence, the Company agrees that it will notify Purchaser promptly, and will from time to an Acquisition Proposaltime (or at any time at the request of Purchaser) notify Purchaser of the progress thereof (including all current terms and any other information that Purchaser may from time to time request). Each of Teleglobe and Excel The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposalsuch acquisition or purchase. Each of Excel and Teleglobe The Company agrees not to release use all reasonable efforts to enforce any third party from, or waive any provision of, any standstill agreement confidentiality and/or “stand-still” Contract to which it is a party and not to amend, terminate, waive or release any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) provision of any Acquisition Proposal or any request for nonpublic information such Contract in connection with an Acquisition Proposal or for access a manner that is material and adverse to its rights under the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contactContract. (c) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Acquisition Proposals. (a) Teleglobe and Excel each The Company shall not, and the Company shall direct and cause its officers, directors, employees, agents and representatives (including without limitation any attorney, accountant, investment banker or other advisor retained by it) not to, initiate, solicit or encourage, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals that constitute, the making or could reasonably be expected to lead to, (x) a breach implementation of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined belowincluding, without limitation, any proposal or offer to its shareholders) involving such party with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of its Subsidiaries all or any significant portion of the assets or any equity securities of, the Company (any of the foregoing inquiries such proposal or proposals offer being hereinafter referred to in this Agreement as an "Acquisition Proposal"), (ii) or engage in any negotiations or discussions concerningwith, or provide furnish any non-public information to any Person relating or data to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iii) agree to or recommend to its stockholders or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Teleglobe or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect third party relating to an Acquisition Proposal. Each of Teleglobe The Company and Excel agrees that it will its officers, directors, employees, agents and representatives shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an Acquisition Proposal. Each of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access Notwithstanding anything to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used contrary contained in this AgreementSection 4.2, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"), would acquire more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, Company and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe the Company (A) may furnish information to, and participate in discussions or Excel, as negotiations with any third party that after the case may be, date hereof submits an unsolicited bona fide written Acquisition Proposal to the Company if the Company's Board of Directors determines in good faith) equal , based upon the written advice of outside legal counsel, that the failure to more than 10% furnish such information or participate in such discussions or negotiations may reasonably constitute a breach of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may beBoard's fiduciary duties under applicable law, and its Subsidiaries, taken as (B) shall be permitted to (y) take and disclose to the Company's shareholders a whole, immediately prior position with respect to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or an Acquisition Proposal, or amend or withdraw such position, or (vz) any public announcement make disclosure to the Company's shareholders, in each case either with respect to or as a result of an Acquisition Proposal, if the Company's Board of Directors determines in good faith, based upon the written advice of outside legal counsel, that the failure to take such action may reasonably constitute a proposal, plan or intention to do any breach of the foregoing Board's fiduciary duties under applicable law; provided, that the Company shall not enter into any acquisition agreement with respect to any Acquisition Proposal except concurrently with the termination of this Agreement in accordance with the provisions of Section 7.1(d) and shall not enter into any other agreements with respect to an Acquisition Proposal except concurrently with such termination unless, and only to the extent that, such other agreements would facilitate the process of providing information to, or any agreement to engage in any of conducting discussions or negotiations with, the foregoingparties submitting such an Acquisition Proposal, such as confidentiality and standstill agreements.

Acquisition Proposals. (a) Teleglobe and Excel each The Sellers shall not, and shall cause their Subsidiaries and each of their respective directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel and accountants (collectively, “Representatives”) not to, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (ix) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or proposals the making or submission of any proposal that constituteconstitutes, or could may reasonably be expected to lead to, (x) a breach of this Agreement, either Voting Agreement or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction Acquisition Proposal (as defined below), (y) involving such party participate or engage in discussions or negotiations with, or disclose any non public information or data relating to the Shares, the Company or its Subsidiaries or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information Company Contracts to any Person relating to, that has made an Acquisition Proposal or otherwise facilitate to any effort or attempt to make or implement, any Person in contemplation of an Acquisition Proposal, or (iiiz) agree to accept an Acquisition Proposal or recommend to its stockholders enter into any agreement or shareholders, as applicable, any Acquisition Proposal; provided, however, that nothing contained agreement in this Agreement shall prevent Teleglobe principle providing for or Excel from complying with Rule 14e-2 under the Exchange Act or similar provisions of the Canadian Securities Laws with respect relating to an Acquisition ProposalProposal or enter into any agreement or agreement in principle requiring the Sellers to, or which contemplates that the Sellers shall, abandon, terminate or fail to consummate the transactions contemplated hereby. Each Concurrently with execution of Teleglobe this Agreement, the Sellers shall, and Excel agrees that it will shall cause their respective Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations negotiations, if any, with any parties Persons conducted heretofore with respect to any Acquisition ProposalProposal and request the return or destruction of any confidential information concerning the Company and it Subsidiaries that has been provided to any such Person in connection therewith. Each of Excel The Sellers shall notify the Purchaser (and Teleglobe agrees not to release provide all details reasonably requested by the Purchaser) promptly, but in any third party fromevent within seventy-two (72) hours, or waive any provision of, any standstill agreement to which it is a party if the Sellers or any confidentiality agreement between it and another Person who has made or who may reasonably be considered likely to make an of their affiliates receives any Acquisition Proposal. Each For the purposes of Teleglobe and Excel agrees that it will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.5. (b) Teleglobe and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal or for access to the properties, books or records of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact. (c) As used in this Agreement, "Alternative Transaction" means either “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (i) a transaction pursuant to which any person (or group of persons) other than Teleglobe the Purchaser or Excel any of its affiliates) concerning any sale, transfer, lease, assignment, pledge, hypothecation or their respective Affiliates (a "Third Party"), would acquire more than 10% other disposition of any or all of the outstanding shares of Excel Common Stock Shares or common shares of Teleglobe any other capital stock, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger stock or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% equity interests of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stockCompany, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any single or multi-step transaction or series of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors of Teleglobe or Excel, as the case may be, in good faith) equal to more than 10% of the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoingrelated transactions.

Acquisition Proposals. (a) Teleglobe Except as expressly permitted by this Section 6.5, from and Excel each after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, directly or indirectlyand shall cause its Subsidiaries and its and their Representatives not to, through any officer, director, employee, stockholder, financial advisor, agent or other representative of such party (including any investment banker, attorney or accountant retained by such party or by any of such party's Subsidiaries or stockholders) (i) initiate, solicit, initiate, encourage facilitate or knowingly facilitate encourage (including by way of furnishing non-public information) any inquiries or proposals that constitutewith respect to, or could reasonably be expected to lead tothe making of, (x) a breach of this Agreement, either Voting Agreement any Acquisition Inquiry or either Stock Option Agreement or otherwise interfere in any material respect with the completion of the Merger or (y) a proposal or offer for an Alternative Transaction (as defined below) involving such party or any of its Subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any non-public confidential information to or data to, any Person relating toto or for the purpose of encouraging or facilitating an Acquisition Inquiry or Acquisition Proposal, (iii) approve, endorse or recommend, or otherwise facilitate any effort propose publicly to approve, endorse or attempt to make or implementrecommend, any Acquisition ProposalProposal or (iv) execute or enter into, any merger agreement, acquisition agreement, letter of intent or similar document, agreement, commitment, or agreement in principle (iiiin each case, whether written or oral, binding or nonbinding, but excluding any Acceptable Confidentiality Agreement) agree to or recommend to its stockholders or shareholders, as applicable, for any Acquisition Proposal; provided. The Company shall immediately cease (and cause its controlled Affiliates and its and their Representatives to cease) any solicitations, howeverdiscussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal, in each case that exist as of the date hereof. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in connection with such Person’s consideration of acquiring the Company or a material portion of its assets. The Company shall promptly (and in any event within 24 hours of receipt by the Company thereof) advise Parent orally and in writing in the event that the Company receives any Acquisition Inquiry or Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions of any such Acquisition Inquiry or Acquisition Proposal (including the identity of the counterparty). Notwithstanding anything to the contrary herein, the Company may grant a limited waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or the Board of Directors of the Company. The Company shall (A) keep Parent reasonably informed of the status and material details (including any material change to the terms thereof and any other material developments with respect thereto) of any such Acquisition Proposal or such Acquisition Inquiry and any discussions concerning the material terms and conditions thereof and (B) provide to Parent as soon as practicable (and in any event within 24 hours) after receipt thereof copies of all written proposals, offers or drafts of proposed agreements with respect to any such Acquisition Inquiry or Acquisition Proposal. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent orally and in writing if it determines to begin providing information or engaging in discussions or negotiations with a counterparty concerning an Acquisition Inquiry or Acquisition Proposal pursuant to Section 6.5(b). The Company shall not, and shall cause its Subsidiaries not to, contract with any Person subsequent to the date of this Agreement in a manner that would restrict the Company’s ability to provide information to Parent as required under this Section 6.5. The Company agrees that any violation of the restrictions set forth in this Section 6.5 by any Subsidiary or Representative of the Company shall be a breach of this Section 6.5 by the Company. (b) Notwithstanding anything to the contrary in Section 6.5(a) or Section 6.7, and without limiting Section 6.5(a), nothing contained in this Agreement shall prevent Teleglobe the Company or Excel from complying with its Board of Directors from: (i) taking and disclosing to its shareholders a position contemplated by Rule 14e-2 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar provisions communication to shareholders in connection with the making or amendment of a tender offer or exchange offer), making any “stop-look- and-listen” communication to the shareholders of the Canadian Securities Laws Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the shareholders of the Company) or making any legally required disclosure to shareholders with respect regard to the transactions contemplated by this Agreement or an Acquisition Proposal. Each ; provided, that any such position, communication or disclosure (other than any stop, look and listen communication that includes a reaffirmation of Teleglobe and Excel agrees that it will immediately cease and cause the Recommendation) shall be deemed to be terminated any existing activitiesa Company Adverse Recommendation Change unless the Board of Directors expressly and concurrently reaffirms the Recommendation without qualification; (ii) prior to obtaining the Company Requisite Vote, discussions or negotiations with any parties conducted heretofore with respect (A) providing access to any Acquisition Proposal. Each of Excel and Teleglobe agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party the Company’s or any confidentiality agreement between it of its Subsidiaries’ properties, books and another records and providing information or data in response to a request therefor by a Person or group who has made a bona fide written Acquisition Proposal that was unsolicited and was not obtained in connection with a breach of Section 6.5(a) or (B) contacting and engaging in any negotiations or discussions with any Person or group and their respective Representatives who may has made a bona fide written Acquisition Proposal that was unsolicited and was not obtained in connection with a breach of Section 6.5(a), in each case in clauses (A) or (B) if the Board of Directors (1) shall have determined in good faith, in consultation with the Company’s outside legal counsel and financial advisors, that such Acquisition Proposal constitutes or would reasonably be considered likely expected to make an Acquisition Proposal. Each of Teleglobe constitute, result in or lead to a Superior Proposal and Excel agrees (2) shall have determined in good faith, in consultation with the Company’s outside legal counsel, that it will take the necessary steps failure to inform promptly the individuals or entities referred to do so would be inconsistent with its fiduciary duties under applicable Law, and in the first sentence case of this clause (A), the Company also has received from the Person so requesting such information or making such Acquisition Proposal an executed Acceptable Confidentiality Agreement; provided that the Company shall provide to Parent and Merger Sub any non-public information or data that is provided to any Person given such access that was not previously made available to Parent or Merger Sub prior to or simultaneously with the time it is provided to such Person; (iii) prior to obtaining the Company Requisite Vote, making a Company Adverse Recommendation Change, to the extent permitted by Section 5.5 6.7; or (iv) resolving or agreeing to take any of the obligations undertaken in this Section 5.5foregoing actions, to the extent such actions would be permitted by the foregoing clauses (i) through (iii). (bc) Teleglobe The Company shall not be entitled to make a Company Adverse Recommendation Change unless, at any time prior to obtaining the Company Requisite Vote, (i) the Board of Directors of the Company determines in good faith, in consultation with the Company’s financial advisors and Excel shall each notify the other party immediately after receipt by Teleglobe or Excel (or their advisors) of any outside legal counsel, in response to a bona fide written Acquisition Proposal or any request for nonpublic information that was unsolicited and was not obtained in connection with an a breach of Section 6.5, that (A) such Acquisition Proposal or for access to the properties, books or records constitutes a Superior Proposal and (B) in light of such party by any person or entity that informs such party that it is considering making, or has made, an Acquisition Proposal. Such , the failure to take such action would be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, (ii) the Company sends to Parent a written notice shall be made orally (a “Company Notice”) advising Parent that the Board of Directors proposes to consider such Acquisition Proposal a Superior Proposal and in writing containing the material terms and shall indicate in reasonable detail conditions of the Superior Proposal (including the identity of the offeror counterparty) and copies of any proposed transaction agreements with the Person making such Acquisition Proposal and a copy of any financing commitments relating thereto, (iii) during the four (4) Business Day period following Parent’s receipt of the Company Notice (such period from the time the Company Notice is provided until 5:00 p.m. São Paulo, Brazil time on the fourth Business Day immediately following the day on which the Company delivered the Company Notice (it being understood that any material revision, amendment, update or supplement to the terms and conditions of such proposal, inquiry or contact. Acquisition Proposal shall be deemed to constitute a new Superior Proposal and shall require a new notice but with an additional two Business Day (cinstead of four Business Day) As used in this Agreement, "Alternative Transaction" means either (i) a transaction pursuant to which any person (or group period from the date of persons) other than Teleglobe or Excel or their respective Affiliates (a "Third Party"such notice), the “Notice Period”), if requested by Parent, the Company and its Representatives, during the Notice Period, engage in good faith negotiations with Parent and its Representatives to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal would acquire more than 10% cease to constitute a Superior Proposal by 5 p.m. Eastern Time on the last day of such period of four Business Days (or, if applicable, two Business Day period) and (iv) following the expiration of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stockNotice Period, as the case may be, whether pursuant to a tender offer or exchange offer or otherwise, (ii) a merger or other business combination involving Teleglobe or Excel pursuant to which any Third Party acquires more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, as the case may be, or shares exercisable or convertible into or exchangeable for more than 10% of the outstanding shares of Excel Common Stock or common shares of Teleglobe capital stock, or of the entity surviving such merger or business combination, (iii) any other transaction pursuant to which any Third Party acquires control of assets or businesses (including for this purpose the outstanding equity securities of Subsidiaries of Teleglobe or Excel, and the entity surviving any merger or business combination including any of them) of Teleglobe or Excel having a fair market value (as determined by the Board of Directors shall have considered in good faith any revisions to the terms of Teleglobe or Excelthis Agreement proposed in writing by Parent, as the case may beand shall have determined, in good faith) equal consultation with the Company’s outside legal counsel and financial advisors, that the Acquisition Proposal would nevertheless continue to more than 10% of constitute a Superior Proposal if the fair market value of all the assets or businesses of Teleglobe or Excel, as the case may be, and its Subsidiaries, taken as a whole, immediately prior revisions proposed by Parent were to such transaction, (iv) any recapitalization, restructuring or other transaction which could reasonably be expected to prevent or materially impair or delay the consummation of the Merger or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoinggiven effect.