{"id":42599,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/network-services-marketing-and-cooperation-agreement-exodus.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"network-services-marketing-and-cooperation-agreement-exodus","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/network-services-marketing-and-cooperation-agreement-exodus.html","title":{"rendered":"Network Services, Marketing and Cooperation Agreement &#8211; Exodus Communications and Global Crossing Ltd."},"content":{"rendered":"<pre>             \n             NETWORK SERVICES, MARKETING AND COOPERATION AGREEMENT\n             -----------------------------------------------------\n\n          This NETWORK SERVICES, MARKETING AND COOPERATION AGREEMENT (as\namended, supplemented or otherwise modified from time to time, this \"Agreement\")\n                                                                     ---------\nis entered into as of September 28, 2000 by and between EXODUS COMMUNICATIONS,\nINC. (\"Exodus\"), a Delaware corporation, and GLOBAL CROSSING LTD. (\"GCL\"), a\n       ------\nBermuda corporation. Exodus and GCL are sometimes referred to herein\n                                ---\nindividually as a \"Party\" and collectively as \"Parties.\"\n                   -----                       ------- \n\n                             W I T N E S S E T H:\n                              - - - - - - - - - -\n\n          WHEREAS, pursuant to the Merger Agreement (such term and certain other\ndefined terms are defined in Section 1 hereof), Exodus is acquiring Center from\nGCL, and the Parties have required the execution and delivery of this Agreement\nas a condition precedent to GCL and Exodus entering into the Merger Agreement;\n\n          WHEREAS, the Exodus Group is in the business generally described in\nPart 1 of Annex A hereto (collectively, \"Exodus Services,\" which term shall\n                                         ---------------\ninclude enhancements, replacements or new versions of such services);\n\n          WHEREAS, among the Exodus Services is Internet Web-Hosting;\n\n          WHEREAS, among the various business segments engaged in by the GCL\nGroup is the business generally described in Part 2 of Annex A hereto\n(collectively, \"GCL Services\" which term shall include enhancements,\n                ------------\nreplacements or new versions of such services);\n\n          WHEREAS, among the GCL Services are the Network Services;\n\n          WHEREAS, the Parties desire that GCL provide certain GCL Services to\nExodus;\n\n          WHEREAS, the Parties desire that GCL be permitted to market the Exodus\nServices; and\n\n          WHEREAS, the Parties desire to cooperate with respect to marketing and\ndevelopment activities.\n\n          NOW THEREFORE, in consideration of the mutual covenants and agreements\nset forth below, and for other good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the Parties to this Agreement agree\nas follows:\n\n     1.   Definitions. Terms used herein which are not defined herein, but which\n          -----------            \nhave common meanings when used in the telecommunications or Internet industry,\nshall have such common meanings when used herein. Terms defined in the preamble,\nin the recitals and in the text hereof shall have their respective meanings when\nused herein, and the following terms shall have the following meanings:\n\n\n                                       1\n\n \n          \"AGC Group\" shall mean Asia Global Crossing Ltd. (\"AGC\") and its\n           ---------\ndirect and indirect Subsidiaries and entities in which AGC has an ownership\ninterest.\n\n          \"Affiliate\" shall mean any corporation, company, partnership, joint\n           ---------\nventure, firm and\/or entity which Controls, is Controlled by, or is under common\nControl with a Party.\n\n          \"Applicable Territory\" shall mean all areas of the world other than\n           --------------------\nthe Asian Territory.\n\n          \"Asian Territory\" shall mean \"Territory\" as defined in the Joint\n           ---------------\nVenture Agreement.\n\n          \"Capacity\" shall mean transmission capacity delivered over network\n           --------\nservices or assets.\n\n          \"Center\" shall mean Global Center, Inc.\n           ------\n\n          \"Change of Control\" shall have the meaning set forth in Annex D\n           -----------------\nhereto.\n\n          \"Closing\" shall mean the \"Closing\" as defined in the Merger Agreement.\n           -------\n\n          \"Confidential Information\" shall mean the provisions of this Agreement\n           ------------------------\nand any intellectual property or non-public technical or business information\nwritten or orally disclosed or delivered by or on behalf of one party (the\n\"Disclosing Party\") to the other party (the \"Receiving Party\"). Notwithstanding\n ----------------                            --------------- \nanything to the contrary in this Agreement, Confidential Information shall not\ninclude:\n\n          (i)    any information or material that is publicly known or\n                 available, or becomes publicly known or available, without any\n                 act or omission of the Receiving Party;\n\n          (ii)   any information or material which prior to disclosure was\n                 rightfully in the possession of the Receiving Party without\n                 restriction on use or disclosure;\n\n          (iii)  any information or material that is rightfully received by the\n                 Receiving Party from a non-party without an obligation of\n                 confidence; or\n\n          (iv)   any information or material that is independently developed by\n                 the Receiving Party without use or reference to any\n                 Confidential Information of the Disclosing Party.\n\n          \"Control\", \"Controlled\" or \"Controlling\" shall mean the control of a\n           -------    ----------      -----------   \nperson exercised through the direct or indirect ownership of greater than fifty\npercent (50%) of the stock, shares or other voting interest of such person.\n\n          \"Credit Amount\" means $100,000,000 which will be reduced dollar-for-\n           -------------\ndollar for each dollar of useage credit that Exodus applies to the AGC Group in\naccordance with the terms of the Network Services, Marketing and Cooperation\nAgreement, dated as of the date hereof,\n\n                                       2\n\n \nbetween Exodus and AGC; provided, however, Exodus agrees not to apply more than\n                        --------  -------\n$25,000,000 of such useage credit to the AGC Group.\n\n          \"Effective Time\" shall mean the \"Effective Time\" as defined in the\n           --------------\nMerger Agreement.\n\n          \"Exodus Group\" shall mean, collectively, Exodus and its direct and\n           ------------\nindirect Subsidiaries and Affiliates which Exodus Controls, excluding the Joint\nVenture Company, the GCL Group and the AGC Group.\n\n          \"GCL Group\" shall mean, collectively, GCL and its direct and indirect\n           ---------\nSubsidiaries and Affiliates which GCL Controls, excluding the AGC Group and the\nJoint Venture Company.\n\n          \"GCL Group Network\" shall mean, collectively, the Metro-Networks, the\n           -----------------\nIntra-Region Networks and the Inter-Regional Connections of GCL Group members,\nin existence now or in the future owned and operated by the GCL Group.\n\n          \"Internet Web-Hosting\" shall have the meaning set forth in Section\n           --------------------\n30(f) hereof.\n\n          \"Intra-Region Network\" shall mean a broadband network providing\n           --------------------\nconnections between GCL Group members city POPs in a particular region, e.g.,\nNorth American Crossing.\n\n          \"Inter-Regional Connections\" shall mean broadband telecommunication\n           --------------------------\nsystems that connect Intra-Region Networks, consisting of submarine and\nterrestrial links that are part of cable systems.\n\n          \"Joint Venture Agreement\" shall mean the Master Joint Venture\n           -----------------------\nAgreement, dated as of the date hereof, among Exodus and AGC relating to the\ncreation of a Joint Venture Company.\n\n          \"Joint Venture Company\" shall mean the \"Company\" as defined in the\n           ---------------------    \nJoint Venture Agreement.\n\n          \"Merger Agreement\" shall mean the Agreement and Plan of Merger, dated\n           ---------------- \nas of the date hereof, among the Parties and certain affiliated companies, as\nthe same may from time to time be amended, modified or supplemented.\n\n          \"Metro-Network\" shall mean, with respect to a specified metropolitan\n           -------------\narea, a broadband telecommunication system connecting Exodus and Center data\ncenters, as well as to the Intra-Region Network by way of POPs, and to key\npeering and strategic partners and customers, in each case, within such\nmetropolitan area.\n\n          \"Minimum Exodus Service Levels\" shall mean the service levels required\n           -----------------------------\nby the last sentence of Section 3(c) hereof.\n\n          \"Minimum GCL Service Levels\" shall mean the service levels required by\n           --------------------------\nthe last sentence of Section 2(c) hereof.\n\n                                       3\n\n \n          \"Network Services\" shall mean Capacity and\/or connectivity (and any\n           ----------------\nsuccessor or substitute technology), both fixed and usage based, asset and\nservice form, used for the purpose of transporting voice, data and video,\nincluding, but not limited to, private line (local and long haul), ATM and Frame\nand IP services, such as managed IP services and IP transit. Network Services\ndoes not include paid peering (end route destination traffic which is traffic\nbound only for the network that it is connected to).\n\n          \"Required Percentage\" shall mean 50%, as such percentage may be\n           -------------------\nadjusted pursuant to Section 12(b) hereof.\n\n          \"Restricted Period\" shall have the meaning given to such term in\n           -----------------\nSection 30(a) hereof.\n\n          \"Subsidiary\" shall have the meaning given such term in Section 30(f)\n           ----------   \nhereof.\n\n          \"Term\" shall mean the term of this Agreement, which term shall begin\n           ----\nas of the date hereof and end on the tenth (10th) anniversary of the date of\nthis Agreement, unless earlier terminated in accordance with the terms hereof.\n\n     2.   GCL Services.\n          ------------ \n\n          (a)  When used herein, provisions to the effect that GCL will be the\n\"Primary Provider\" with respect to any Network Services mean that (i) Exodus\n ----------------\nwill, during the Term, promote GCL as its primary provider of Network Services\nfor its network operations as set forth in Section 7 hereof; and (ii) the Exodus\nGroup will, during the Term, purchase such amount of Network Services from the\nGCL Group on the GCL Group Network so that the total amount of such Network\nServices acquired from the GCL Group in the Applicable Territory in the First\nPeriod (as defined in Annex E) and in any calendar year thereafter is greater\nthan or equal to the Required Percentage (calculated on a dollar value basis) of\nthe total Network Services acquired by the Exodus Group in the Applicable\nTerritory in such Period or calendar year, as the case may be. For purposes of\ncalculating the foregoing formula, purchases under commitments existing prior to\nthe date of this Agreement shall not be included, but renewals of such\ncommitments shall be included; provided, that the transition services provided\n                               --------\nunder Section 5(g) hereof shall not be included in the calculations of the\nRequired Percentage. Annex E hereto describes the method by which Exodus Group\nmay \"make-up\" for a failure to comply with the Required Percentage in any\ncalendar year after the First Period. For purposes of calculating the foregoing\nformula, (1) the level of transit utilized under contracts held by an entity at\nthe time of acquisition after the date hereof of such entity by Exodus shall not\nbe included; provided, that Exodus shall use reasonable efforts to terminate\n             --------\nsuch contracts as soon as practicable, (2) transit under a peering contract in\nexistence today, including renewals at the same levels, which transit has no\nincremental cost to Exodus, shall not be included, and (3) short term transit\narrangements under existing contracts utilized between the date of this\nAgreement and April 1, 2001 shall not be included.\n\n     (b)  Exodus hereby agrees that the GCL Group is and will be the Exodus\nGroup's Primary Provider for Network Services the Exodus Group requires from\ntime to time during the Term.\n\n                                       4\n\n\n          (c)  All Exodus Group requirements for Network Services will be\neffected by Exodus executing, delivering and complying with a capacity purchase\nagreement and\/or a dark fiber acquisition agreement, such agreements to contain\nprices determined in accordance with Section 4 hereof and other mutually agreed\nterms and conditions; provided, that the existing capacity purchase agreements\n                      -------- \nbetween the Parties may be amended or modified to accomplish such acquisitions\nof Network Services. All other GCL Services provided hereunder by the GCL Group\nwill be supplied pursuant to mutually acceptable agreements for such services.\nEach such agreement will contain [***] of: (i) any [***] for GCL Services in\nexistence between the Parties on the date of this Agreement; (ii) any [***] for\nGCL Services entered into between an Exodus Group member and a GCL Group member\nafter the date of this Agreement; and (iii) [***] which are industry standard at\nthe time of entering into such agreement.\n\n          (d)  Effective upon the Closing, GCL will grant Exodus a usage credit\nequal to the Credit Amount to be applied against purchases of assets or services\nby the Exodus Group under this Agreement (where the commitment to purchase\noccurred after January 1, 2001, excluding leases) but not against any payments\nto be made by the Exodus Group: (i) in the case of the first half of the Credit\nAmount, prior to the later of January 1, 2001 and the Closing; and (ii) in the\ncase of the remaining amount, prior to January 1, 2002. Subject to the foregoing\nsentence, the Credit Amount may be used by Exodus at any time, for any purchase\nby the Exodus Group of Network Services on the GCL Group Network, in Exodus'\nsole discretion, and will count towards Exodus' commitment under Section 2(b),\nabove.\n\n          (e)  The Exodus Group may refer its customers to the GCL Group for GCL\nServices or request a GCL Group member to co-bid, in which case GCL will pay\nExodus a commission in an amount to be agreed. The Exodus Group will not resell,\nlease or otherwise dispose of GCL Services purchased by it except as expressly\npermitted by the next sentence. The Exodus Group shall be entitled to resell GCL\nServices in connection with: (i) providing dedicated Internet access, (ii)\nmoving data between data centers as part of Internet Web-Hosting, (iii)\nproviding transit services to move its traffic, or (iv) occasionally reselling\nsuch GCL Services as part of a bundle of Exodus Services. GCL will ensure that\nall pricing to the Exodus Group for resale of GCL Services will allow the Exodus\nGroup to be competitive with third parties in the marketplace. If at any time\nthe Exodus Group desires to resell GCL Services, the parties will negotiate a\nresale contract that is separate from this Agreement, containing terms and\nconditions mutually agreeable to the Parties.\n\n          (f)  GCL acknowledges that Exodus may desire to terminate some assets \nor services it acquires from the GCL or has acquired from the GCL Group prior to\nthe date of this Agreement and replace such assets or services with different \nassets or services. The GCL Group will accommodate all such requests as follows:\n(i) for leased lines (services) Exodus shall have the right to replace \ncommitments with new assets or services of equal or greater value [***]; and \n(ii) for purchased assets, Exodus shall have the right to resell an asset to GCL\n[***] for the purchase of other assets or services of equal or greater value \nprovided that the Parties can account for such resale in a way that does not\n-------------\n\n                                       5\n-------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \ndisrupt the accounting treatment for IRU sales employed by GCL from time to time\nand the economics of the asset purchase transactions are preserved.\n\n          (g)  If the GCL Group cannot meet the Exodus Group's availability\nneeds (type of Capacity at the time and location needed) for any GCL Services,\nthen the Exodus Group member may secure the service or asset from another\nprovider and such replacement services shall not be considered purchases of\nNetwork Services for the purpose of calculating the Required Percentage;\nprovided, that if the Exodus Group desires Network Services in a location where\n--------\nNetwork Services from the GCL Group are not available, the GCL Group may, at its\nsole option, choose to make such Services available to the Exodus Group at a\nreasonable future date, so long as during the interim period the GCL Group\n\"makes whole\" the Exodus Group for any excess costs incurred by the Exodus Group\nbecause it obtained temporary service from a third party. Before the Exodus\nGroup shall be obligated to acquire the delayed GCL Group Service, the Parties\nshall have agreed on the costs to be reimbursed to the Exodus Group. If any\nNetwork Services purchased from the GCL Group by the Exodus Group are not\nmaintained at the Minimum GCL Service Levels and the Exodus Group purchases\nreplacement Network Services from another provider, then such replacement\nservices shall not be considered in calculating the Required Percentage.\n\n          (h)  Without limitation to its other obligations hereunder, Exodus\nagrees that, after [***] and on or before [***], it will cause the Exodus Group\nto purchase and pay for, on an irrevocable and nonrefundable basis, [***] of\nNetwork Services to be used later. Such commitment is in addition to the\nexisting Exodus commitment (signed on the date hereof) to pay [***] prior to\n[***] for Capacity on GCL facilities.\n\n     3.   Exodus Services. (a) When used herein, provisions to the effect that\n          --------------- \nExodus will be the \"Exclusive Provider\" with respect to any Internet Web-Hosting\n                    ------------------\nservices mean that the GCL Group will, during the Restricted Period, exclusively\nutilize the Exodus Group for all Internet Web-Hosting services the GCL Group\nrequires or wishes to resell or market or use for its internal purposes;\nprovided, that the GCL Group may use itself or other sources for any such\n--------\nservices in the event that (i) Exodus Group cannot meet the GCL Group\navailability needs (type of service, including space, power or infrastructure at\nthe time needed) or (ii) Exodus does not respond affirmatively within three\nbusiness days of receipt of a request for a service, or (iii) Exodus does not\nmeet or exceed the Minimum Exodus Service Levels for the particular service for\na particular customer, the customer has notified GCL that such service levels\nhave not been met and GCL reasonably believes it has to move the customer to\nprovide the service and such service levels provided, that GCL shall first\n                                            --------\ndiligently try to solve the problem with Exodus, including utilizing appropriate\nescalation procedures as mutually agreed or (iv) in response to a request by\nGCL, Exodus declines to develop an enhancement or new version of such service or\ndeclines to provide a product, in each case that the Exodus Group is developing\nfor or providing to one or more of its customers, or (v) a customer of GCL wants\na service included in the Internet Web-Hosting services in a location where the\nExodus Group is not located; provided that Exodus shall first be allowed to try\nto convince the customer that another location is suitable or provide such\nservices through a third party or (vi) the service is not competitively priced\nby the Exodus Group (provided that the Parties will develop a fair mechanism to\ndetermine when such prices are not competitive), or (vii) the customer's\nexpansion rights for space or services are\n\n\n                                       6\n\n-------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \nexpressly limited by contract by the Exodus Group, or (viii) the customer has\nleft the Exodus Group and refuses to use its services after consultation with\nthe Exodus Group, or (ix) the Exodus Group cannot provide reasonable access for\nGCL to perform services for customers needs, or (x) in response to a request by\nGCL on behalf of a customer, Exodus declines to develop an enhancement or new\nversion of such service or declines to provide a product, in each case that\nanother provider is offering such customer, and such enhancement or new version\nor such product cannot be reasonably severed from the overall service desired by\nsuch customer.\n\n                  (b) GCL hereby agrees to use the Exodus Group as the GCL\nGroup's Exclusive Provider for Internet Web-Hosting services the GCL Group\nrequires from time to time during the Restricted Period.\n\n                  (c) All GCL requirements for Internet Web-Hosting will be\neffected by GCL executing, delivering and complying with a master service\nagreement, reseller agreement and\/or sales representative agreement in mutually\nagreed forms, which agreements shall provide for, among other things, service,\nsupport, maintenance, installation, help desk, billing, technical sales support\nand project management. In addition, such agreements shall provide for marketing\nsupport, including, without limitation, joint advertisements, press\nannouncements, collateral material, training, co-branding arrangements and RFP\nsupport. All other Exodus Services provided hereunder by the Exodus Group will\nbe supplied pursuant to mutually acceptable agreements for such Services. Each\nsuch agreement will contain [***] of: (i) any [***] for Exodus Services in\nexistence between the Parties on the date of this Agreement; (ii) any [***] for\nExodus Services entered into between an Exodus Group member and a GCL Group\nmember after the date of this Agreement; and (iii) [***] which are industry\nstandard at the time of entering into such agreement.\n\n                  (d) Without the written permission of Exodus, the GCL Group\nwill not, during the term of this Agreement, sell Internet access to any\ncustomer for such customer's operations within a data center operated by an\nExodus Group member.\n\n         4.       Payment Terms for Services. (a) Pricing terms for Network\n                  --------------------------\nServices shall be as set forth in Annex B. GCL will ensure that all pricing of\nthe GCL Group to the Exodus Group for GCL Services, which are not Network\nServices, will be competitive in the marketplace.\n\n                  (b) During the Restricted Period, Exodus will ensure that all\npricing of the Exodus Group to the GCL Group for Exodus Services (i) will in the\ncase of Internet Web-Hosting to be used by the GCL Group for its own use, be\nbased on the standards for the pricing offered by the GCL Group in items (2)\n[***], (3) and\/or (4) of Annex B and (ii) will, in all other cases, allow the\nGCL Group to be competitive with third parties in the marketplace. The Parties\nwill meet to adopt a formula for such Exodus Group pricing in accordance with\nthe foregoing guidelines, and at such time the Parties shall complete Annex C\nhereto.\n\n                  (c)  The Parties will consult with each other regarding\nincreases of prices for services and the basis therefor.\n\n                                       7\n\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n     5.   Network Arrangements. (a) As reasonably requested by Exodus and\n          --------------------\nmutually agreed to by the Parties, GCL will create a new \"network\" for the\nExodus Group (the \"New Network\") in order to permit the Parties to more easily\n                   -----------\n\"scale\" the Network Services available to the Exodus Group to meet anticipated\nfuture demands and to permit Exodus to purchase services in accordance with the\nterms hereof. The New Network will consist of current and future GCL Group\nsystems and new construction or acquisitions by GCL. GCL will use reasonable\nefforts to complete such new construction or acquisitions on or before the date\nset forth for completion in the capacity purchase agreement defining the precise\nspecifications and needs of the New Network which date will not be later than\nsix (6) months from the date of such capacity purchase agreement. Exodus will\ncooperate in all reasonable manners with such new construction. The New Network\nis more specifically described in paragraphs (b), (c) and (d) below.\n\n          (b)  The New Network will cinsist of a 2.5GB\/s, wavelength based,\nIntra-Region Network, which will be upgraded as soon as reasonably practicable\nto 10 GB\/s on terms to be agreed.\n\n          (c)  The Intra-Region Networks will be linked by the Inter-Regional\nConnections.\n\n          (d)  At Exodus' request, the GCL Group will, extend the Intra-Regional\nNetwork to the Exodus Group data centers, provide connectivity within a\nmetropolitan area between such data centers and\/or provide connectivity between\nsuch data centers and Exodus key partner locations; provided, that Exodus or its\n                                                    --------\nkey partner, as the case may be, will provide, at its sole cost and expense, the\nbuilding access rights, co-location space for the transmission equipment,\nracking, power, HVAC, riser cable, etc. to provision such service to the Exodus\ndata centers or key party locations. Exodus will pay for the construction of\nsuch extensions and connectivity either on a [***] basis or on another basis\nmutually agreed to by the Parties. If Exodus elects the [***] plan, GCL will\narrange financing for Exodus, which may be secured by the construction.\n\n          (e)  GCL will establish a preferred peering relationship with Exodus,\nwhich will allow the GCL Group IP users direct access to Exodus and Center data\ncenters. During the Term (i) the Parties will establish and maintain\ninterconnections between their respective layer 3 networks on a settlement free\nbasis, (ii) Exodus and GCL will share equally all of the infrastructure costs\nboth one-time and recurring associated with the peering links, (iii) peering\nwill be established separately in each region of the world or at mutually agreed\nupon locations, (iv) in the event that the peering relationship causes a\nmaterial undue economic burden on one of the Parties, the Parties will meet in\ngood faith to find a resolution to such situation, (v) the peering\ninterconnection will maintain [***] capacity headroom and will be upgraded as\nneeded to maintain this headroom, (vi) each Party will be responsible for its\nown purchase, deployment and maintenance of equipment needed to support these\ninterconnections, and (vii) the Parties will establish a service level agreement\nwith latency and packet loss benchmarks, which in no event will be less than the\nrespective Minimum Service Levels.\n\n          (f)  At present, the GCL Group holds space in Center's MDC's that it\nuses as a long haul domestic POP location to house various types of transmission\nand switching equipment. The GCL Group will be permitted to preserve this\narrangement holding neutral the\n\n                                       8\n\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \neconomics and operational benefits of the current arrangements, unless such\narrangements are unreasonable in light of customary industry standards, in which\ncase the terms will be renegotiated in good faith to such standards. The GCL\nGroup may not expand its current space without the prior written agreement of\nthe Exodus Group, which agreement will not be unreasonably withheld.\n\n          (g)  Pursuant to a Transition Services Agreement to be entered into by\nthe Parties under the Merger Agreement, for as long as Exodus requires, but not\nlonger than [***] from the Closing under the Merger Agreement, GCL will continue\nto provide Center with IP network bandwidth services until Center can be\nmigrated to the Exodus backbone. Such IP network bandwidth transition support\nshall be provided to Exodus on the same terms (including price) and conditions\nas Center paid GCL prior to the Closing. Notwithstanding any other provision of\nthis Agreement, the credit provided to Exodus pursuant to Section 2(d) hereof\nmay not be used to pay for such services.\n\n          (h)  During the Term, GCL will make all GCL Services available to the\nExodus Group on an equal access basis. During the Term, GCL may, in its sole\ndiscretion, make available to the Exodus Group at the pricing set forth in Annex\nB, Network Services which the GCL Group resells in the ordinary course of its\nbusiness, provided that, the Exodus Group's purchases of such services or assets\n          -------------\nshall be considered in the calculation of the Required Percentage.\n\n     6.   Cooperation and Development Committee. (a) The Parties hereby agree to\n          -------------------------------------   \ncooperate in good faith to develop mutually beneficial products for Exodus and\nGCL customers.\n\n          (b)  Each of Exodus and GCL agrees to assist the other in achieving\nand maintaining technological and operational superiority. Each of Exodus and\nGCL will provide the other with [***]. Among other things, Exodus will help\neducate and train GCL's employees to aid GCL in the marketing of Exodus Services\nand Exodus will establish support teams to provide GCL with technical sales\nsupport and product management, for example, product and market feedback.\n\n          (c)  The Parties will promptly establish a Development Committee to\n(i) carry out the provisions of paragraphs (a) and (b) above, (ii) publicly\npromote customer success stories, (iii) implement the provisions of this\nAgreement and (iv) assure compliance by each Party with applicable provisions of\nthis Agreement (including, without limitation, to monitor and ensure compliance\nwith the pricing provisions and the Required Percentage provisions set forth\nherein).\n\n          (d)  In connection with its obligations under clause (iv) of Section\n6(c) hereof, if requested by a Party, the Development Committee shall arrange\nfor a qualified independent third party to review the methods and procedures\nutilized by a Party in complying with the pricing and Required Percentage\nprovisions of this Agreement. Such review shall be done in the least intrusive\nmanner possible and such review shall not include a review of all of the books\nand records of a Party. Such review may not be undertaken until after the [***]\nof the Closing and not more than [***] thereafter; provided, that if any such \n                                                   --------\nreview finds material discrepancies in compliance by-a Party, then the next\nreview may take place [***]\n\n                                       9\n\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n[***] thereafter. The Party requesting such a review shall pay all expenses of\nsuch review. Any discrepancy discovered by such review shall be promptly cured\nby the responsible Party.\n\n         7.       Preferred Provider Marketing. (a) During the Term, Exodus will\n                  ----------------------------\npromote GCL as its Primary Provider of Network Services.\n\n                  (b)    Exodus and GCL will promptly issue a joint press\nrelease announcing this Agreement.\n\n         8.       Marketing.  (a) The GCL Group may sell or use Exodus Services\n                  ---------\non any one or more of the following bases and the GCL Group shall be offered\nequal access to all Exodus Services:\n\n                           (i) The GCL Group may resell Exodus Services (subject\n                  to restrictions imposed by suppliers of third-party products\n                  and services); provided, that the customer shall be informed\n                  that the Exodus Group is providing the basic service; and\/or\n\n                           (ii) The GCL Group may refer its customers to Exodus\n                  or request Exodus to co-bid, in which case Exodus shall pay\n                  GCL a commission in an amount to be agreed.\n\n                  (b) Among other marketing aids, Exodus will provide the\nservices described as being part of the agreements referred to in Section 3(c)\nhereof.\n\n                  (c) The Development Committee established under Section 6(c)\nshall be responsible for resolving channel conflict issues with respect to the\nresale of Exodus Services caused by the GCL Group's rights to resell Exodus\nServices under this Section 8.\n\n                  (d)  After the Restricted Period, Exodus will be the GCL\nGroup's \"preferred\" provider, which means that if GCL periodically wishes to\nchoose a non-exclusive third party to provide a significant portion of its\nInternet Web-Hosting services, GCL will notify Exodus and give Exodus the\nopportunity to make the first offer to provide such services.\n\n         9.       Intellectual Property. Each Party will own all intellectual\n                  ---------------------\nproperty owned or developed by it. Neither Party grants the other a license to\nuse its intellectual property. Each Party will safeguard and keep confidential\nthe other Party's intellectual property.\n\n         10.  Representations.  (a) GCL hereby represents and warrants to Exodus\n              ---------------\nthat (i) GCL is a corporation duly organized and validly existing under the laws\nof Bermuda; (ii) the execution, delivery and performance of this Agreement by\nGCL has been duly authorized by all necessary corporate action on the part of\nGCL and this Agreement is a valid, binding and enforceable obligation of GCL\nenforceable with its terms and (iii) the execution, delivery and performance of\nthis Agreement by GCL does not violate, conflict with or constitute a breach of\nthe organizational documents, any contract binding on the GCL Group, or any\norder, decree or judgment of any court, tribunal or governmental authority\nbinding on any member of the GCL Group.\n\n                                       10\n\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n                  (b) Exodus hereby represents and warrants to GCL that (i)\nExodus is a corporation duly organized and validly existing under the laws of\nthe State of Delaware; (ii) the execution, delivery and performance of this\nAgreement by Exodus has been duly authorized by all necessary corporate action\non the part of Exodus and this Agreement is a valid, binding and enforceable\nobligation of Exodus enforceable in accordance with its terms; and (iii) the\nexecution, delivery and performance of this Agreement by Exodus does not\nviolate, conflict with or constitute a breach of the organizational documents,\nany contract binding on the Exodus Group, or any order, decree or judgment of\nany court, tribunal or governmental authority binding on any member of the\nExodus Group.\n\n         11. AGC.  Each of the Parties acknowledges and agrees that (i) Exodus\n             ---\nand AGC have entered into the Joint Venture Agreement; and (ii) Exodus and AGC\nhave entered into a Network Services agreement dated as of the date hereof for\npurchases by the Exodus Group of AGC Network Services.\n\n         12. Change of Control.  (a) In the event that GCL undergoes a Change of\n             -----------------\nControl, and the acquiring party has a business that includes some of the\nInternet Web-Hosting services, then GCL shall have the option, at its sole\nelection, to terminate the provisions of this Agreement in Section 3(b) hereof\nrelating to GCL's obligation to use the Exodus Group as GCL's Exclusive Provider\nfor Internet Web-Hosting services on not less than 60 days' written notice, as\nsoon as a proposed Change of Control becomes known to GCL (and which notice may\nbe given prior to the effectiveness of the Change of Control but will not be\neffective until after the Change of Control occurs) or at any time thereafter.\nNothing in this Section 12(a) shall affect the GCL Groups' obligations under\nSection 30 of this Agreement.\n\n             (b) In the event that Exodus undergoes a Change of Control, and the\nacquiring party is a Network Services provider, then Exodus shall have the\noption, at its sole election, to send a notice to terminate this Agreement (such\ntermination to be effective [***] following the effectiveness of the Change of\nControl) as soon as the proposed Change of Control becomes known to Exodus (and\nwhich notice may be given prior to the effectiveness thereof) or at any time\nprior to the effectiveness of the Change of Control. If Exodus exercises its\nright under this Section 12(b) to terminate this Agreement, the Required\nPercentage for the last [***] prior to termination of the Agreement under this\nSection shall be [***], provided that in no event will the Agreement be\nterminated or the Required Percentage be reduced in the [***] of the Term. Any\nportion of the credit described in Section 2(d) which is unused as of the date\nof notice of termination under this Section shall be forfeited by Exodus.\n\n         13. [THIS SECTION LEFT INTENTIONALLY BLANK].\n             ---------------------------------------\n\n         14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN\n             -------------\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.\n\n         15. No Third Party Beneficiaries. This Agreement does not provide and\n             ----------------------------\nis not intended to provide third parties (including, but not limited to,\ncustomers of GCL and Exodus) with any remedy, claim, liability, reimbursement,\ncause of action or any other right.\n\n                                       11\n\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n         16. Assignment. (a) This Agreement and all of the provisions hereof\n             ----------\nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective successors and permitted assigns.\n\n             (b)  GCL shall solely be responsible for complying with all of the\nterms binding on the GCL Group hereunder and shall not be permitted to assign,\ntransfer or otherwise dispose of any or all of its right, title or interest\nhereunder or delegate any or all of its obligations hereunder to any person or\nentity except that GCL shall be permitted to (i) effect a collateral assignment\nof its rights hereunder to one or more lenders to GCL or its Affiliates and (ii)\nassign all of its rights hereunder and delegate any or all of its obligations\nhereunder to any present or future entity succeeding to substantially all the\nassets of GCL. GCL shall give Exodus notice of any such assignment, transfer or\nother disposition or any such delegation.\n\n                  (c) Exodus shall solely be responsible for complying with all\nof the terms binding on \"the Exodus\" Group hereunder and shall not be permitted\nto assign, transfer or otherwise dispose of any or all of its right, title or\ninterest hereunder or delegate any or all of its obligations hereunder to any\nperson or entity except that Exodus shall be permitted to (i) effect a\ncollateral assignment of its rights hereunder to one or more lenders to Exodus\nor its Affiliates and (ii) assign all of its rights hereunder and delegate all\nof its obligations hereunder to any present or future entity succeeding to\nsubstantially all of the assets of Exodus. Exodus shall give GCL notice of any\nsuch assignment, transfer or other disposition or any such delegation.\n\n                  (d) Any Party may assign rights hereunder (but not delegate\nobligations, although the assignee may assume and agree to pay and perform such\nobligations) to Affiliates; provided, that such assigning Party shall remain\n                            --------\nprimarily liable to pay and perform all its obligations and liabilities\nhereunder.\n\n                  (e) Any assignment, transfer or other disposition by any party\nhereto which is in violation of this Section shall be void and of no force and\neffect.\n\n         17. Notices. Each notice, demand, certification or other communication\n             -------\ngiven or made under this Agreement shall be in writing in English and shall be\ndelivered by hand or sent by registered mail or by facsimile transmission to the\naddress of the respective party as shown below (or such other address as may be\ndesignated in writing to the other party hereto in accordance with the terms of\nthis Section):\n\n                  If to Exodus:\n\n                  Exodus Communications, Inc.\n                  2831 Mission College Blvd.\n                  Santa Clara, California 95054\n                  Telephone: 408-346-2350\n                  Facsimile: 408-346-2420\n                  Attention: General Counsel\n\n                                       12\n\n \n                  If to GCL:\n\n                  Global Crossing Ltd.\n                  360 North Crescent Drive\n                  Beverly Hills, California 90210\n                  Telephone: 310-385-5200\n                  Facsimile: 310-385-3700\n                  Attention: General Counsel\n\n                  and\n\n                  Global Crossing Telecommunications, Inc.\n                  Carrier Services\n                  180 South Clinton Avenue\n                  Rochester, NY 14646\n                  Telephone: 716-777-8658\n                  Facsimile: 716-232-9168\n                  Attention: President, Global Carrier Services\n\n         Any change to the name, address and facsimile numbers may be made at\nany time by giving fifteen (15) days prior written notice in accordance with\nthis Section. Any such notice, demand or other communication shall be deemed to\nhave been received, if delivered by hand, at the time of delivery or, if posted,\nat the expiration of seven (7) days after the envelope containing the same shall\nhave been deposited in the post maintained for such purpose, postage prepaid,\nor, if sent by facsimile, at the date of transmission if confirmed receipt is\nfollowed by postal notice.\n\n         18.  Severability. If any provision of this Agreement is found by an\n              ------------ \nauthority having jurisdiction to be void or unenforceable, such provision shall\nbe deemed to be deleted from this Agreement and the remaining provisions shall\ncontinue in full force and effect.\n\n         19.  Headings. The Section headings of this Agreement are for\n              -------- \nconvenience of reference only and are not intended to restrict, affect or\ninfluence the interpretation or construction of provisions of such Section.\n\n         20.  Counterparts. This Agreement may be executed in counterparts, each\n              ------------ \nof which when executed and delivered shall be deemed an original. Such\ncounterparts shall together (as well as separately) constitute one and the same\ninstrument.\n\n         21.  Entire Agreement. This Agreement supersedes all prior\n              ---------------- \nunderstandings between the parties hereto with respect to the subject matter\nhereof and constitutes the entire agreement with respect to the subject matter\nherein. This Agreement shall not be modified or amended except by a writing\nsigned by authorized representatives of the parties hereto.\n\n         22.  Publicity and Confidentiality. (a) Confidential Information will\n              ----------------------------- \nbe kept confidential and shall not be disclosed, in whole or in part, to any\nperson other than affiliates, officers, directors, employees, agents or\nrepresentatives of a party or a Party's legal counsel or independent auditors,\nor prospective lenders to either Party (collectively, \"Representatives\") who\nneed to know such Confidential Information for the purpose of negotiating,\nexecuting and\n\n                                       13\n\n \nimplementing this Agreement and the transactions contemplated hereby. Each Party\nagrees to inform each of its Representatives of the non-public nature of the\nConfidential Information and to direct such persons to treat such Confidential\nInformation in accordance with the terms of this Section. Each Party agrees to\nbe liable to the other Party for any breach of the terms hereof by its\nRepresentatives. Nothing herein shall prevent a Party from disclosing\nConfidential Information (i) upon the order of any court or administrative\nagency, (ii) as required by law or upon the request or demand of, or pursuant to\nany regulation of, any regulatory agency or authority, (iii) to the extent\nreasonably required in connection with the exercise of any remedy hereunder,\nand\/or (iv) to any actual or proposed permitted assignee of all or part of its\nrights hereunder provided that such actual or proposed assignee agrees in\nwriting to be bound by the provisions of this Section. Notwithstanding the\nforegoing, in the event that either Party intends to disclose any Confidential\nInformation pursuant to clause (i) or (ii) of the preceding sentence, such Party\nagrees to (x) provide the other Party with prompt notice before such disclosure\nin order that such Party may attempt to obtain a protective order or other\nassurance that confidential treatment will be accorded such Confidential\nInformation and (y) cooperate with such Party in attempting to obtain such order\nor assurance. Each Party agrees that it will maintain all Confidential\nInformation disclosed to it in strict confidence and will take all reasonable\nmeasures to maintain the confidentiality of all such Confidential Information in\nits possession or control, but in no event less than the measures it uses to\nmaintain the confidentiality of its own information of similar importance.\n\n          (b)  The Parties will agree upon a mutually satisfactory press release\ndescribing this Agreement.\n\n     23.  LIMITATION OF LIABILITY. IN NO EVENT SHALL EXODUS (OR ANY OF ITS\n          -----------------------\nSUBSIDIARIES OR AFFILIATES) OR GCL (OR ANY OF ITS SUBSIDIARIES OR AFFILIATES) BE\nLIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR\nPUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF\nBUSINESS OPPORTUNITY OR THE COSTS ASSOCIATED THEREWITH.\n\n     24.  Approvals; Licenses. The performance of this Agreement by each Party\n          -------------------\nhereto is contingent upon the obtaining and continuance of such governmental\napprovals, consents, authorizations, licenses and permits as may be required by\nsuch party for performance by a Party hereunder. The Parties shall use\nreasonable efforts to obtain and continue, and to have continued, such\napprovals, consents, licenses and permits. No license under patents is granted\nby either Party or shall be implied or arise by estoppel in the other Party's\nfavor with respect to any apparatus, system or method used by either Party in\nconnection with the transactions contemplated hereby.\n\n     25.  Default. If either Party is in breach of this Agreement and such\n          -------\nbreach continues for a period of at least thirty (30) days after written notice\nfrom the non-breaching Party of such breach and if such breach is not fully\nremedied within thirty (30) days of such notification, the non-breaching Party\nshall be entitled to pursue any and all rights and legal and equitable remedies,\nincluding its rights and remedies to enforce the breaching Party's obligations\nunder this Agreement.\n\n                                       14\n\n \n     26.  Force Majeure. Neither Party shall be responsible for any loss,\n          -------------\ndamage, delay or failure of performance resulting directly or indirectly from\nany cause which is beyond its reasonable control (\"Force Majeure\"), including\nbut not limited to: delay in obtaining or failure to obtain or loss of any\napprovals, permits, licenses or rights-of-way (or any renewals thereof), except\nto the extent that any such delay or failure is caused by the responsible\nParty's negligence in applying or maintaining any such approval, permit, license\nor right-of-way; acts of God or of the public enemy; acts or failure to act of\nany governmental authority not caused by any act or omission of such Party;\ngovernment codes, ordinances, laws, rules, regulations or restrictions, unless\nany such restriction applies only to the responsible Party because of any act or\nomission of such Party, and not generally to providers of similar services; or\nwar or warlike operations, civil war or commotion, mobilizations or military\ncall-up, and acts of similar nature; revolution, rebellions, sabotage, and\ninsurrections or riots; fires, floods, epidemics or quarantine restrictions;\nstrikes, and other labor actions; material shortages or unavailability or other\ndelay not resulting from the responsible Party's failure to place timely orders;\nfreight embargoes; unworkable weather; or acts or omissions of transporters or\ncontractors, other than ones hired by the GCL Group unless caused by a Force\nMajeure. If any Force Majeure causes an increase in the time required for\nperformance of either Party's obligations hereunder, such Party shall be\nentitled to an equitable extension of time to complete such obligations in each\ncase equal to at least one day for each day of delay resulting from the Force\nMajeure.\n\n     27.  Relationship of the Parties. This Agreement shall not form a joint\n          ---------------------------\nventure or partnership or similar business arrangement between the Parties\nhereto, and nothing contained herein shall be deemed to constitute a partnership\nor joint venture or similar business arrangement or make a Party the agent of\nthe other Party for any purposes. A Party has no authority or power to bind, to\ncontract in the name of, or to create a liability for the other Party in any way\nor for any purpose.\n\n     28.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST\n          --------------------\nEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN\nANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS\nAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,\nTORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO\nREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY\nOR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK\nTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER\nPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER\nTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.\n\n     29.  Effectiveness; Term; True-Up. (a) This Agreement shall become\n          ----------------------------\neffective immediately upon execution and delivery hereof. At the end of the Term\nthis Agreement will terminate.\n\n          (b)   Notwithstanding the foregoing, if the Merger Agreement is\nterminated prior to the Closing taking place, then GCL or Exodus may elect, at\nits sole discretion, by written\n\n                                       15\n\n \nnotice to the other Party received within [***] of termination of the Merger\nAgreement, to cause this Agreement to terminate effective [***] following the\ndate of the notice of termination.\n\n          (c)  If the Merger Agreement is terminated prior to the Closing, under\ncircumstances that could not lead to a payment by Exodus pursuant to Section\n7.3(b) of the Merger Agreement, GCL shall grant Exodus a $50,000,000 useage\ncredit to be applied against purchases of assets and services by the Exodus\nGroup from the GCL Group (where the commitments to purchase occur after January\n1, 2001, excluding leases) for payments due after January 1, 2001.\n\n          (d)  The Parties rights and obligations under Sections 9, 14, 15, 17\nto 23, 28 29(c) and, except in the event of termination under Section 29(b),\nSection 30, shall survive and continue beyond the termination of this Agreement.\nAll capacity purchase, dark fiber, web-hosting, distribution and other\nagreements existing at the time of termination and executed pursuant to or\ncontemplated by this Agreement shall not be affected by such termination unless\nthey expressly state otherwise. Without limitation to the foregoing, the Exodus\nGroup will continue to support existing customers of the GCL Group that are\nutilizing Exodus Services.\n\n          (e)   If upon the termination of this Agreement for any reason, the\nExodus Group shall not have fulfilled its Required Percentage obligation under\nSection 2(a) hereof, the Exodus Group will promptly purchase such amount of\nNetwork Services, or otherwise meet its Required Percentage obligation, so that\nit brings itself into compliance with such obligation.\n\n     30.  Non-Competition. (a) GCL hereby agrees that, during the period from\n          ---------------\nthe Effective Time until the second anniversary thereof (the \"Restricted\nPeriod\"), neither it nor any member of the GCL Group which it Controls shall,\ndirectly or indirectly, engage in (whether by itself or by selling, re-selling,\npromoting or providing the services of a third party), or own, manage, control,\nor participate in the ownership, management or control of, Internet Web-Hosting.\n\n          (b)   Notwithstanding the provisions of paragraph (a) of this Section,\nGCL and the GCL Group members shall be permitted to:\n\n                (i)  maintain investments existing on the date hereof and make\n         investments of ten percent (10%) or less of any class of equity\n         securities of any Person directly or indirectly engaged in Internet\n         Web-Hosting, provided that neither GCL nor any of the GCL Group members\n         participates in the management or control of such Person;\n\n                (ii) acquire securities representing a majority of the voting\n         power of a Person whose business includes an Internet Web-Hosting\n         business that represents greater than 45% of such Person's consolidated\n         revenues for the most recent four calendar quarters, provided that the\n         acquiring company divests such Internet Web-Hosting business within one\n         year of its acquisition (prior to divesting such business, GCL shall\n         provide written notice to Exodus of the consideration it intends to\n         receive in respect of such divestiture and the other relevant principal\n         terms and Exodus shall, within 15 days\n\n                                       16\n-------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n         of receiving such notice, provide GCL with written notice of whether it\n         is interested in acquiring such business on such terms, and if Exodus\n         is so interested, the parties shall in good faith negotiate long form\n         definitive documents setting forth the details of such transaction\n         within the following thirty (30) days, and if the parties cannot reach\n         mutually acceptable terms within such time period GCL shall be\n         permitted to sell such business to other parties, provided no such sale\n         shall be at a materially lower price or on terms which, in the\n         aggregate, are materially less favorable to GCL than those offered to\n         Exodus);\n\n                 (iii)  acquire securities representing a majority of the voting\n         power of a Person whose business includes an Internet Web-Hosting\n         business that represents less than 45% of such Person's consolidated\n         revenues for the most recent four calendar quarters, provided that the\n         acquiring company shall, at the time of the acquisition, provide\n         written notice of the acquisition to Exodus and, if Exodus is\n         interested in acquiring such business, consider any proposal from\n         Exodus to purchase such business from the acquiring company.\n\n                 (iv)   acquire securities representing less than thirty percent\n         (30%) of the voting power of a Person whose business includes an\n         Internet Web-Hosting business that represents less than 30% of such\n         Person's consolidated revenues for the most recent four calendar\n         quarters, provided that neither GCL or any GCL Group member\n         participates in the management or control of such of such Internet Web-\n         Hosting Business;\n\n                 (v)    provide, directly or indirectly, services on its\n         Dedicated Private Extranet Network including, without limitation, the\n         provision of remote access, Internet access and redundancy, in each\n         case in connection or associated with providing such services;\n\n                 (vi)   engage in (whether by itself or by selling, re-selling,\n         promoting or providing the services of a third party) or own, manage,\n         control or participate in the ownership, management and control of\n         Internet Web-Hosting in the Asian Territory as contemplated by the\n         Joint Venture Agreement referred to therein;\n\n                 (vii)  without limitation to clause (v) above, continue to\n         provide, directly or indirectly, the products and services provided at\n         present by IXnet; and\n\n                 (viii) participate in the activities permitted by the proviso\n         to Section 3(b) and\/or by Section 8.\n\n            (c)  If GCL is acquired by a third party during the Restricted\nPeriod, the provisions of this Section shall not prevent the new parent of GCL\nfrom engaging in, owning, managing, controlling or participating in the\nownership, management or control of entities engaged in the Internet Web-Hosting\nbusiness but all members of the GCL Group, excluding the acquiror, will continue\nto be bound by this Section 30 during the Restricted Period, except as provided\nin the next sentence. If GCL is acquired by a third party during the Restricted\nPeriod and, upon its acquisition by such third party, (i) GCL or a GCL Group\nmember is merged with or into the acquiror or a substantial portion of GCL's\nassets are acquired by the acquiror pursuant to an asset acquisition and such\nGCL Group assets are commingled with those of the acquiror such\n\n                                       17\n\n \nthat the GCL Group assets do not remain independently identifiable, and (ii) the\nacquiror is materially engaged in the business of Internet Web-Hosting, then the\nprovisions of this Section shall cease to apply to such GCL Group assets and\nExodus will have the right to terminate this Agreement effective immediately\nupon the closing of the transaction.\n\n          (d)  Each of GCL and Exodus hereby agree that, during the Restricted\nPeriod, it will not and will cause its Subsidiaries not to, directly or\nindirectly, solicit the employment or consulting services of any of the\nemployees of the other (other than employees not involved with the negotiations\nor performance of this Agreement); provided, however, nothing contained in this\n                                   --------\nSection shall prohibit advertisements or other general solicitation not targeted\nat the other party's employees.\n\n          (e)  The Parties acknowledge that the performance of the obligations\nof this Section are special, unique and extraordinary in character, and that in\nthe event of the breach by any Party of the terms and conditions of this\nSection, the other Party shall be entitled, if it so elects (in addition to any\nother remedy that may be available to it) to the extent permitted by applicable\nlaw, to institute and prosecute proceedings in any court or competent\njurisdiction, either at the law or in equity, to enforce the specific\nperformances thereof by such Party or to enjoin any Party or their respective\nemployees, officers, directors or advisors from violating the provisions of this\nSection.\n\n          (f)  Defined terms used in this Section which are not defined in this\nAgreement shall have the following meanings when used in this Section:\n\n          \"Dedicated Private Extranet Network\" shall mean a private IP network\n     connecting communities of interest.\n\n          \"Person\" shall mean any individual, partnership, joint venture,\n     corporation, limited liability company, trust, unincorporated organization,\n     government or other department or agency or other entity.\n\n          \"Subsidiary\" shall mean as to any Person (a) any corporation of which\n     more than 50% of the outstanding stock of any class or classes having by\n     the terms thereof ordinary voting power to elect a majority of the\n     directors of such corporation (irrespective of whether or not at the time\n     stock of any class or classes of such corporation shall have or might have\n     voting power by reason of the happening of any contingency) is at the time\n     owned by such Person and\/or one or more Subsidiaries of such Person and (b)\n     any partnership, association, joint venture or other entity in which such\n     Person and\/or one or more Subsidiaries of such person have more than a 50%\n     equity interest therein.\n\n          \"Internet Web-Hosting\" shall mean the provision of physical space with\n     Internet connectivity interconnected with servers or other types of data\n     processing equipment (other than solely data communications\/networking\n     equipment).\n\n                                       18\n\n \n          IN WITNESS WHEREOF, the parties hereto have executed this Network\nServices, Marketing and Cooperation Agreement as of the date first above\nwritten.\n\n                                               EXODUS COMMUNICATIONS, INC.\n\n                                                  \/s\/ Ellen M. Hancock\n                                               By:___________________________\n                                                  Ellen M. Hancock\n                                                  Chief Executive Officer  \n                                                  and Chairman\n\n                                               GLOBAL CROSSINGS LTD.\n\n                                                  \/s\/ Leo J. Hindery, Jr.\n                                               By:___________________________\n                                                  Leo J. Hindery, Jr.\n                                                  Chief Executive Officer\n\n                                       19\n\n \n                                                                         ANNEX A\n\n                                   SERVICES\n                                   --------\n                                    Part 1\n                                    ------\n                                Exodus Services\n                                ---------------\n    \nInternet infrastructure services incorporating:\n\n          .    Internet Web-Hosting;\n          .    IP network services, using primarily the Exodus network;\n          .    hardware and software procurement and installation; \n          .    content distribution, integration and management services; \n          .    systems applications; and\n          .    professional services.\n\n                                    Part 2\n                                    ------\n                                 GCL Services\n                                 ------------\n  \nGCL is a provider of global Internet Protocol, or \"IP\", and data and voice\nservices for both wholesale and retail customers. It is building a state-of-the-\nart fiber optic network of global scope and scale to serve as the backbone for\nits services. GCL provides services in several principal segments. The segment\nthat comprises the \"GCL Services\" is the telecommunications services segment\nwhich offers a variety of integrated telecommunications products and services\nthrough its global fiber optic network, including domestic and international\nvoice services, data products and structured bandwidth services, and other\ncommunications products and other services offered by the GCL Group. GCL\nServices include Network Services.\n\n                                       1\n\n \n                                                                         ANNEX B\n\n                         PRICING FOR NETWORK SERVICES\n\n[***]\n\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n[***]\n                                       2\n------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n \n                                                                         ANNEX C\n\n                     PRICING FOR EXODUS  SERVICES \n      [To be completed by the Parties Pursuant to Section 4(b) hereof.].\n\n                                       1\n\n \n                                                                         ANNEX D\n\n                               CHANGE OF CONTROL\n                               -----------------\n\n\"Change of Control\" shall mean any of the following: (i) a merger, consolidation\nor other business combination or transaction to which GCL or Exodus is a party\nif the shares of GCL's or Exodus' (as the case may be) common stock outstanding\nimmediately prior to the effective date of such merger, consolidation or other\nbusiness combination or transaction (or the shares of common stock into which\nthey are converted or exchanged pursuant to such merger, consolidation or other\nbusiness combination or transaction) do not represent 50% or more of the voting\npower of the surviving corporation (or its parent) following such merger,\nconsolidation or other business combination or transaction; (ii) an acquisition\nby any entity of 50% or more of the voting power of GCL or Exodus, other than by\na parent company which has substantially the same shareholders as GCL or Exodus\n(as the case may be) had prior to such event; or (iii) a sale of all or\nsubstantially all the consolidated assets of GCL or Exodus to any entity, other\nthan to a parent company which has substantially the same shareholders as GCL or\nExodus (as the case may be) had prior to such event.\n\n                                      D-1\n\n \n                                                                         ANNEX E\n\n                        REQUIRED PERCENTAGE CALCULATION\n     \nThe Required Percentage shall be calculated as follows: the first period (the\n\"First Period\") of calculation shall be from the date of this Agreement until\n ------------\n[***], thereafter, the Required Percentage shall be calculated on an\nannual calendar year basis.\n\nIf, in any calendar year following the First Period, the Exodus Group fails to\nmeet its Required Percentage but, has at least met one half of its Required\n                             --- \nPercentage obligation for that year, the Exodus Group will be entitled to, and\nshall be obligated to, make up such shortfall in the following calendar year as\nfollows:\n\n(a) all purchases of Network Services in such following calendar year shall be\napplied first to meet the Required Percentage for such year; and\n\n(b) any such shortfall plus the \"Applicable Premium\" shall be paid in such\nfollowing calendar year (the \"Applicable Premium\" shall mean an amount equal to\n                              ------------------\nthe product of (A) the Required Percentage for the previous year multiplied by\nthe total Network Services purchased by the Exodus Group in such year from all\nproviders and (B) [***]).\n\nIf in the First Period or any succeeding calendar year the Exodus Group exceeds\nthe Required Percentage, the amount of such excess may not be carried forward as\na credit for the following calendar year.\n\n                                      E-1\n-------------\n[***] Certain information on this page has been omitted and filed separately \nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with res[ect to the omitted portions.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7490,7648],"corporate_contracts_industries":[9513,9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42599","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-exodus-communications-inc","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-technology__software","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42599","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42599"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42599"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42599"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42599"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}