CAPACITY COMMITMENT AGREEMENT



            THIS CAPACITY COMMITMENT AGREEMENT, dated as of November 24, 1999

(as amended, supplemented or otherwise modified from time to time, this

"Agreement"), among GLOBAL CROSSING USA INC., a corporation organized and

existing under the laws of the State of Delaware and having its principal office

in Beverly Hills, California (said company, and any permitted successor or

assign hereunder, the "Grantor"), SOFTBANK CORP., a Japanese corporation

("Softbank"), and MICROSOFT CORPORATION, a Washington corporation ("Microsoft";

and together with Softbank, the "Purchasers").



                             W I T N E S S E T H:



            WHEREAS, Atlantic Crossing Ltd. has constructed a fiber optic cable

system connecting the United States, the United Kingdom, the Netherlands and

Germany known as the Atlantic Crossing System or "AC-1"; Pacific Crossing Ltd.

is constructing a fiber optic cable system connecting the United States and

Japan known as the Pacific Crossing System or "PC-1"; Mid-Atlantic Crossing Ltd.

is constructing a fiber optic cable system connecting New York, Florida and St.

Croix, known as the Mid-Atlantic Crossing System or "MAC"; Pan American Crossing

Ltd. is constructing a fiber optic cable system connecting California, Mexico,

Panama, Venezuela and St. Croix, known as the Pan American Crossing System or

"PAC"; GC Pan European Crossing Holdings B.V. is constructing a fiber optic

cable network connecting various principal cities in Europe, known as

Pan-European Crossing or "PEC"; South American Crossing Ltd. is constructing a

fiber optic cable system connecting various principal cities in South America,

known as South American Crossing or "SAC"; and Global Access Ltd. is

constructing a fiber optic cable system connecting various principal cities in

Japan, known as Global Access or "GAL" (and together with any other Japanese

intercity network controlled (directly or indirectly) by the Grantor and/or its

subsidiaries, the "Japanese Intercity Networks");



            WHEREAS, the Grantor and/or its affiliates are in the process of

developing a fiber optic cable system connecting Japan, Taiwan, Korea, The

Peoples Republic of China (including Hong Kong), the Philippines, Singapore and

Malaysia, known as East Asia Crossing or "EAC";



            WHEREAS,   Atlantic   Crossing   Ltd.,   Pacific   Crossing  Ltd.,

Mid-Atlantic  Crossing  Ltd.,  Pan  American  Crossing  Ltd.,  GC Pan European

Crossing  Holdings  B.V.  and South  American  Crossing  Ltd.  are referred to

herein as the "System  Companies" and AC-1,  PC-1, MAC, PAC, PEC, SAC, EAC and

the Japanese Intercity Networks are referred to herein as the "Systems";



            WHEREAS,  the  Grantor  is  affiliated  with  each  of the  System

Companies;



            WHEREAS, additional companies under common control with the Grantor

may in the future construct other systems, though there is no obligation to do

so, in which case such additional companies will be deemed to be "System

Companies" under this Agreement and such additional systems will be deemed to be

"Systems" under this Agreement; and

{PAGE}   2

                                                                               2

            WHEREAS, the Purchasers desire to acquire rights with respect to

capacity on one or more of the Systems on an indefeasible right of use basis

("IRU");



            NOW, THEREFORE, in consideration of the mutual covenants contained

herein, and for other good and valuable consideration, the receipt of which is

hereby acknowledged, the parties hereto covenant and agree with each other as

follows:



1.    DEFINITIONS.



      Unless otherwise defined herein, all terms which are commonly used in the

telecommunications industry shall have the meanings commonly given such terms in

such industry. In addition to terms defined in the preamble, the recitals and in

the text of this Agreement, the following terms shall have the following

meanings:



      "CPA" shall have the meaning assigned thereto in Section 2(g).



      "Dollars" or "$" means United States Dollars.



      "Final Payment Date" means the last day of the Purchase Period.



      "Minimum Capacity Unit" or "MCU" means, with respect to any System, the

minimum amount of capacity that may be purchased by the Purchasers on such

System. The Grantor shall designate the MCU on each System.



      "Purchase Period" means the period beginning on the Trigger Date and

ending on the third anniversary of such date.



      "Shareholders   Agreement"   means  the  Subscription  and  Shareholders

Agreement,  dated  as of  September  8,  1999,  among  Global  Crossing  Ltd.,

Softbank,  Microsoft,  The Goldman Sachs Group,  Inc. and Asia Global Crossing

Holdings Ltd.



      "Subsidiary" means as to any Person, (i) any corporation of which more

than 20% of the outstanding stock of any class or classes having by the terms

thereof ordinary voting power to elect a majority of the directors of such

corporation (irrespective of whether or not at the time stock of any class or

classes of such corporation shall have or might have voting power by reason of

the happening of any contingency) is at the time owned by such Person and/or one

or more Subsidiaries of such Person and (ii) any partnership, association, joint

venture or other entity in which such Person and/or one or more Subsidiaries of

such Person have more than a 20% equity interest therein.



      "Trigger Date" means the date on which PC-1 is able to carry trans-pacific

traffic.

{PAGE}   3

                                                                               3



2.    PURCHASE AGREEMENT.



      (a) The Purchasers hereby unconditionally and irrevocably agree to

purchase, pay for and activate (and/or cause one or more of their respective

Subsidiaries) to purchase, pay for and activate) MCUs on PC-1 and/or the

Japanese Intercity Networks during the Purchase Period in an aggregate amount

equal to $200,000,000 (the "Commitment").



      (b) The Purchasers agree to utilize the Commitment as follows:



            (i) $20,000,000 of the Commitment shall be purchased and activated

      on PC-1 and the Japanese Intercity Networks no later than the Trigger

      Date;



            (ii) an additional $20,000,000 of the Commitment shall be purchased

      and activated on PC-1 and the Japanese Intercity Networks during the

      period from the Trigger Date to December 31, 2000; and



            (iii) the balance of the Commitment (representing $160,000,000)

      shall be purchased and activated during the Purchase Period in accordance

      with the terms hereof.



      (c) The payment terms for purchases of MCU in accordance with the terms

hereof shall be as follows:



            (i) payment for purchases pursuant to clause (i) of Section 2(b)

      will be made in two installments, with the Purchasers and/or their

      respective Subsidiaries making a payment of $5,000,000 on the Trigger

      Date, and the Purchasers and/or their respective Subsidiaries making an

      additional payment of $15,000,000 not later than the date which is 360

      days after the Trigger Date; and



            (ii) payment for purchases pursuant to clause (ii) of Section 2(b)

      will be made in two installments, with the Purchasers and/or their

      respective Subsidiaries making a payment of $5,000,000 on the date the

      Purchasers activate the applicable capacity, and the Purchasers and/or

      their respective Subsidiaries making an additional payment of $15,000,000

      not later than the date which is 360 days after such activation date.



The additional payments referred to under clauses (i) and (ii) above which are

not due when the related capacity is activated shall accrue interest at a rate

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC