Indefeasible Right of Use Agreement - Global Crossing Holdings Ltd. and Qwest Communications International Inc.


 
          THIS AGREEMENT (as amended, supplemented or otherwise modified from
time to time, this 'Agreement'), entered into as of July 18, 1999, between
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GLOBAL CROSSING HOLDINGS LTD., a corporation organized and existing under the
laws of Bermuda and having its principal office in Hamilton, Bermuda (said
company, and any permitted successor or assign hereunder, the 'Grantor'), and
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QWEST COMMUNICATIONS INTERNATIONAL INC., a corporation organized and existing
under the laws of  Delaware and having its principal office in Denver, Colorado
(said company, and any permitted successor or assign hereunder, the
'Purchaser').  The Grantor and the Purchaser are herein sometimes collectively
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referred to as the 'Parties'.
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                              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' (PAC also includes a terrestrial network which connects certain major
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cities in Mexico); 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'; and South American Crossing Ltd. is
                             ---                                      
constructing a submarine fiber optic cable system connecting Panama, Colombia,
Peru, Chile, Argentina, Brazil and St. Croix, known as South American Crossing
or 'SAC';
    ---  

          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 and SAC are referred to herein as the
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'Systems';
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          WHEREAS, Grantor is affiliated with each of the System Companies and
can cause the System Companies to grant IRUs in capacity on the Systems to the
Purchaser;

          WHEREAS, additional companies controlled by the Grantor may in the
future construct other systems, though there is no obligation to do so, in which
case such additional companies will,  if the Purchaser elects, be deemed to be
'System Companies' under this Agreement and such additional systems will, if the
Purchaser elects, be deemed to be 'Systems' under this Agreement; and

          WHEREAS, the Purchaser desires to acquire rights with respect to
capacity on one or more of the Systems on an indefeasible right of use basis
('IRU');

 
          NOW, THEREFORE, the Parties, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, covenant and agree with each other as follows:

1.   DEFINITIONS.  Unless otherwise defined herein, all terms which are commonly
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used in the undersea 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:

     'Dollars' or '$' means United States Dollars.
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     'Final Payment Date' means the last day of the Purchase Period.
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     'Minimum Capacity Unit' or 'MCU' means, with respect to any System,  the
      ---------------------      ---                                         
minimum amount of capacity that is generally offered by the Grantor (or its
applicable affiliate) on such System to purchasers; provided, however, such
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minimum capacity (for purposes of this Agreement) shall not be above the STM-1
level unless agreed to by the Purchaser in writing.

     'Purchase Period' means the period beginning on the date hereof and ending
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on the second anniversary of such date.

2.   PURCHASE AGREEMENT.
     ------------------ 

     (a) Purchaser hereby unconditionally and irrevocably agrees to purchase and
pay for (and/or cause one or more of its Affiliates (as defined below) to
purchase and pay for) MCUs on the Systems during the Purchase Period in an
aggregate amount equal to $140,000,000 (the 'Commitment').  The commitment
                                             ----------                   
contained herein to purchase MCUs is in addition to, and separate from, any and
all other commitments of the Purchaser and/or any of its affiliates to purchase
capacity on the Systems.  For the avoidance of doubt, (i) a purchase of an MCU
hereunder will not be deemed to reduce or fulfill any other contractual
commitment or other obligation to purchase capacity on any System and (ii) a
purchase of an MCU by the Purchaser or any of its affiliates pursuant to any
other contractual commitment or other obligation shall not be credited toward
the Commitment.  The Grantor hereby unconditionally and irrevocably agrees to
sell or cause the System Companies to sell MCUs to the Purchaser and/or its
Affiliates pursuant to, and in accordance with the terms of, this Agreement.

     (b) The price for MCUs on any System purchased pursuant to Section 2(a)
hereof shall be at the lower of (i) the best 'Tier 3' published prices available
as at the date hereof for such System and (ii) the best available 'top Tier'
published prices (currently 'Tier 3') for such System on the date the applicable
capacity purchase agreement is executed for such MCUs.

     (c) Purchases of capacity on any System pursuant to this Agreement shall be
effected by Purchaser executing, delivering and complying with a Capacity
Purchase Agreement ('CPA') with the particular System Company or one of its
affiliates, such CPA to contain substantially the same terms and conditions
regarding capacity as set forth in the Capacity Purchase Agreement, dated as

 
of December 29, 1998, between Atlantic Crossing Ltd. and an affiliate of the
Purchaser and in the schedules and exhibits attached thereto.

     (d) If, on the Final Payment Date, the Purchaser has paid less than the
entire Commitment to the Grantor by purchasing MCUs under this Agreement, the
Purchaser shall pay to the Grantor (or any of the Grantor's affiliates
designated by the Grantor), in immediately available funds, on the Final Payment
Date, the amount equal to the difference between (x) $140,000,000 and (y) the
actual amount paid by the Purchaser for MCUs under this Agreement (such
difference being referred to herein as the 'Unutilized Amount').  Such payment
                                            -----------------                 
shall be irrevocable; provided, however, during the period from the Final
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Payment Date to and including the fourth anniversary of the date of this
Agreement, the Purchaser may utilize all or any portion of the Unutilized Amount
as a credit to purchase MCUs pursuant to a CPA, such CPA to contain
substantially the same terms and conditions regarding capacity as set forth in
the Capacity Purchase Agreement, dated as of December 29, 1998, between Atlantic
Crossing Ltd. and an affiliate of the Purchaser and in the schedules and
exhibits attached thereto.

3.   REPRESENTATIONS
     ---------------

     (a) The Grantor hereby represents and warrants to Purchaser that (i)
Grantor is a corporation duly organized and validly existing under the laws of
Bermuda; (ii) the execution, delivery and performance of this Agreement by
Grantor has been duly authorized by all necessary corporate action on the part
of Grantor and this Agreement is a valid, binding and enforceable obligation of
Grantor enforceable with its terms and (iii) the execution, delivery and
performance of this Agreement by Grantor does not violate, conflict with or
constitute a breach of, the organizational documents or any order, decree or
judgment of any court, tribunal or governmental authority binding on Grantor.
The Grantor hereby further represents, warrants and covenants that it is
affiliated with each of the System Companies and shall cause the applicable
System Companies to grant  IRUs in MCUs on the Systems to the Purchaser and/or
its Affiliates pursuant to, and in accordance with the terms of, this Agreement.

     (b) Purchaser hereby represents and warrants to Grantor that (i) Purchaser
is a corporation duly organized and validly existing under the laws of its
jurisdiction of organization; (ii) the execution, delivery and performance of
this Agreement by Purchaser has been duly authorized by all necessary corporate
action on the part of Purchaser and this Agreement is a valid, binding and
enforceable obligation of Purchaser enforceable in accordance with its terms;
and (iii) the execution, delivery and performance of this Agreement by Purchaser
does not violate, conflict with or constitute a breach of, the organizational
documents or any order, decree or judgment of any court, tribunal or
governmental authority binding on Purchaser.

4.   SETTLEMENT OF DISPUTES.
     ---------------------- 

     (a) The Parties shall endeavor to settle amicably by mutual discussions any
disputes, differences, or claims whatsoever related to this Agreement.

 
     (b) Failing such amicable settlement, any controversy, claim or dispute
arising under or relating to this Agreement, including the existence, validity,
interpretation, performance, termination or breach thereof, shall finally be
settled by arbitration in accordance with the International Arbitration Rules of
the American Arbitration Association ('AAA').  There shall be three (3)
arbitrators (the 'Arbitration Tribunal'), the first of which shall be appointed
by the claimant in its notice of arbitration, the second of which shall be
appointed by the respondent within thirty (30) days of the appointment of the
first arbitrator and the third of which shall be jointly appointed by the party-
appointed arbitrators within thirty (30) days thereafter.  The language of the
arbitration shall be English.  The Arbitration Tribunal shall issue a written
opinion and will not have authority to

 
award punitive damages to either party.  Each party shall bear its own expenses,
but the parties shall share equally the expenses of the Arbitration Tribunal and
the AAA.  This Agreement shall be enforceable, and any arbitration award shall
be final, and judgment thereon may be entered in any court of competent
jurisdiction.  The arbitration shall be held in New York, New York, USA.

5.   GOVERNING LAW .
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     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

6.   NO THIRD PARTY BENEFICIARIES
     ----------------------------

     This Agreement does not provide and is not intended to provide third
parties (including, but not limited to, customers of the Purchaser) with any
remedy, claim, liability, reimbursement, cause of action, or any other right.

7.   ASSIGNMENT.
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     (a) This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

     (b) The Grantor shall solely be responsible for complying with all of the
terms binding on the 'Grantor' hereunder and shall not be permitted to assign,
transfer or otherwise dispose of any or all of its right, title or interest
hereunder or delegate any or all of its obligations hereunder to any person or
entity except that the Grantor shall be permitted to assign, transfer or
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otherwise dispose of any or all of its rights hereunder and delegate any or all
of its obligations hereunder to any present or future entity controlled by,
under the same control as, or controlling, the Grantor.  The Grantor shall give
the Purchaser notice of any such assignment, transfer or other disposition or
any such delegation.

     (c) The Purchaser shall solely be responsible for complying with all of the
terms binding on the 'Purchaser' hereunder and shall not be permitted to assign,
transfer or otherwise dispose of any or all of its right, title or interest
hereunder or delegate any or all of its obligations hereunder to any person or
entity; provided, that Purchaser may assign the right to enter into a CPA with
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System Companies to any present or future entity controlled by, under the same
control as, or controlling the Purchaser (its 'Affiliates').
                                               ----------   

     (d) Any assignment, transfer or other disposition by either Party which is
in violation of this Section shall be void and of no force and effect.

 
8.   NOTICES.
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     Each notice, demand, certification or other communication given or made
under this Agreement shall be in writing and shall be delivered by hand or sent
by registered mail or by facsimile transmission to the address of the respective
Party as shown below (or such other address as may be designated in writing to
the other party hereto in accordance with the terms of this Section):

                  If to the Purchaser:  Qwest Communications International, Inc.
                                        700 Qwest Tower
                                        555 Seventeenth Street
                                        Denver, Colorado  80202
                                        Attn:  General Counsel
                                        Fax No.  303-992-1044
 
                  If to the Grantor:    Global Crossing Holdings Ltd.
                                        Wessex House
                                        45 Reid Street
                                        Hamilton HM12, Bermuda
                                        Attn:  President
                                        Fax No.:  441-296-8606

     Any change to the name, address and facsimile numbers may be made at any
time by giving fifteen (15) days prior written notice in accordance with this
Section.  Any such notice, demand or other communication shall be deemed to have
been received, if delivered by hand, at the time of delivery or, if posted, at
the expiration of seven (7) days after the envelope containing the same shall
have been deposited in the post maintained for such purpose, postage prepaid,
or, if sent by facsimile, at the date of transmission if confirmed receipt is
followed by postal notice.

9.   SEVERABILITY.
     ------------  

     If any provision of this Agreement is found by an arbitral, judicial or
regulatory authority having jurisdiction to be void or unenforceable, such
provision shall be deemed to be deleted from this Agreement and the remaining
provisions shall continue in full force and effect.

10.  HEADINGS
     --------

     The Section headings of this Agreement are for convenience of reference
only and are not intended to restrict, affect or influence the interpretation or
construction of provisions of such Section.

 
11.  COUNTERPARTS.
     ------------ 

     This Agreement may be executed in counterparts, each of which when executed
and delivered shall be deemed an original.  Such counterparts shall together (as
well as separately) constitute one and the same instrument.

12.  ENTIRE AGREEMENT
     ----------------

     This Agreement supersedes all prior or written understandings between the
parties hereto and constitutes the entire agreement with respect to the subject
matter herein.  This Agreement shall not be modified or amended except by a
writing signed by authorized representatives of the parties hereto.

13.  PUBLICITY AND CONFIDENTIALITY.
     ----------------------------- 

     The provisions of this Agreement and any non-public information, written or
oral, with respect to this Agreement ('Confidential Information') will be kept
confidential and shall not be disclosed, in whole or in part, to any person
other than affiliates, officers, directors, employees, agents or representatives
of a party (collectively, 'Representatives') who need to know such Confidential
Information for the purpose of negotiating, executing and implementing this
Agreement.  Each party agrees to inform each of its Representatives of the non-
public nature of the Confidential Information and to direct such persons to
treat such Confidential Information in accordance with the terms of this
Section.  Nothing herein shall prevent a party from disclosing Confidential
Information (i) upon the order of any court or administrative agency, (ii) upon
the request or demand of, or pursuant to any regulation of, any regulatory
agency or authority, (iii) to the extent reasonably required in connection with
the exercise of any remedy hereunder, (iv) to a party's legal counsel or
independent auditors, (v) to prospective lenders to the Grantor, (vi) to the
extent necessary, to the operator, maintainor and administrator of  any System
and/or (vii) to any actual or proposed assignee, transferee or lessee of all or
part of its rights hereunder provided that such actual or proposed assignee
agrees in writing to be bound by the provisions of this Section.

14.  LIMITATION OF LIABILITY.
     ----------------------- 

     In no event shall the Purchaser or any Grantor be liable to the other for
consequential, incidental, indirect or special damages, including, but not
limited to, loss of revenue, loss of business opportunity, or the costs
associated therewith.

 
     IN WITNESS WHEREOF, the Parties have executed this Agreement in the
jurisdictions set forth beneath their signatures, effective on the date first
written above.



GLOBAL CROSSING HOLDINGS LTD.


By:  ________________________________
     Name:
     Title:
     Jurisdiction:


QWEST COMMUNICATIONS INTERNATIONAL INC.


By:  _____________________________
     Name:
     Title:
     Jurisdiction: