EXHIBIT 10.08

CAPACITY AGREEMENT

BETWEEN

GLOBAL CROSSING BANDWIDTH, INC.

AND

EXODUS COMMUNICATIONS, INC.





























































[***] Certain information in this exhibit has
been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.










  TABLE OF CONTENTS

  				
	SECTION			PAGE
				
	1.		Services	1
	2.		Term of the Agreement	2
	3.		Billing and Payment;
        Segment/Circuit Acceptance	2
	4.		Termination Rights	4
	5.		Representations;
        Warranties and Limitation of Liability	4
	6.		Indemnification	5
	7.		Representation	6
	8.		Force Majeure	6
	9.		Waivers	6
	10.		Assignment and Transfer
        Restrictions	6
	11.		Confidentiality;
        Intellectual Property; Publication	7
	12.		Integration	8
	13.		Governing Law	8
	14.		Notices	8
	15.		Compliance with Laws	9
	16.		Survival of Provisions	9
	17.		Counterparts	9
	18.		Insurance	9
	 			
	Exhibit A		Domestic City Pairs	
	Exhibit B		Colocation Service	
	Exhibit C		Technical Specifications	
	Exhibit D		Take Down Schedule and
        Conversion Matrix	
	Exhibit E		Service Level Agreement	
	Exhibit F		IRU Agreement	
	Exhibit G		Existing Capacity	


  

  

  

  

  



  CAPACITY AGREEMENT

          This
  Capacity Agreement (the “Agreement”) is entered into on September, 28,
  2000 (the “Effective Date”) between Global Crossing Bandwidth, Inc., on
  behalf of itself and its Affiliates, as defined herein, that may provide a
  portion of the services hereunder (“Global Crossing”), a California
  corporation located at 90 Castilian Drive, Goleta, California 93117 and Exodus
  Communications, Inc. (collectively, “Exodus” or “Purchaser”), a
  California corporation with its principal place of business located at 2831
  Mission College Blvd., Santa Clara, CA 95054 (hereinafter, Global Crossing and
  Exodus may be referred to in the aggregate as “Parties”, and each
  singularly as a “Party”.)

  PURPOSE

          Exodus
  desires to purchase (1) telecommunications services in the form of dedicated
  circuit capacity from Global Crossing for the transport of Exodus’
  telecommunications traffic and (2) rights with respect to international
  capacity on an indefeasible right of use basis. The Parties agree as follows:

  1.   SERVICES

          (a)  Global
  Crossing shall, in accordance with this Agreement, provide Exodus with
  telecommunications capacity, comprising [***] DS-0 channel miles (the “Total
  Initial Channel Miles”). Such capacity will include 9.953 Gbps Linear
  Wavelength Services (as such services become available) and 2.488 Gbps Linear
  Wavelength Services (the “Wavelength Services”) and OC-12 and OC-3 SONET
  services (the “SONET Services”) between the city pairs defined in Exhibit
  A attached hereto and made part hereof (“City Pairs”). As circuits are
  accepted, the DS-0 miles associated with such circuit will be deducted against
  the Total Initial Channel Miles. Within sixty (60) days after execution of
  this Agreement, the parties will establish procedures for auditing the Total
  Initial Channel Miles. The minimum term for all circuits shall be twelve (12)
  months.
  Global Crossing will provide SONET Services and Wavelength Services in
  accordance with the Technical Specifications set forth in Exhibit C. Exodus
  may order additional capacity pursuant to such other exhibits as the Parties
  may from time to time execute and attach hereto (the “Exhibits”), upon the
  same terms as to pricing, payment arrangements and term of Agreement as set
  forth in Article 2. All capacity under the Exhibits is collectively referred
  to as the “Services”. All rights of ownership in the Global Crossing
  network, the fiber and the related electronics used in providing the Services
  remain with Global Crossing. This Agreement is not intended to lease or sell
  any interest in the Global Crossing network to Exodus.

          (b)  For
  all 9.953 Gbps Linear Wavelength Services, 2.488 Gbps Linear Wavelength
  Services, OC-12 and OC-3 SONET Services between any City Pair, the conversion
  rates as set forth in the Mileage Conversion Matrix in Exhibit D shall apply.

          (c)  During
  the Initial Term of this Agreement (as defined in Section 2 below), Exodus
  shall have the right to replace any previously installed circuit between any
  City Pair with a circuit between any other City Pair, subject to availability,
  at no additional charge except as set forth below. If the new circuit is for a
  greater number of DS-0 channel miles, upon Acceptance (as defined below) of
  the new circuit, the higher number of DS-0 channel miles will begin to be
  deducted against the Total Initial Channel Miles. If the new circuit is for a
  lower number of DS-0 channel miles, and the existing circuit has been in
  service less than twelve (12) months, the number of DS-0 miles associated with the existing
  circuit will continue to be deducted from the Total Initial Channel Miles for
  the remainder of such twelve (12) month period in addition to the applicable deduction for
  the new circuit. Notwithstanding the foregoing, in no event may the capacity
  level for any physical route exceed the equivalent of (2) 9.953 Gbps circuits,
  without Global Crossing’s consent, which shall not unreasonably be withheld.
  If Exodus orders additional capacity under this Agreement then for each
  subsequent billion DS-0 channel miles ordered, the capacity level for any
  physical route will not exceed the equivalent of (2) 9.953 Gbps circuits,
  without Global Crossing’s consent, such consent not to be unreasonably
  withheld.

          (d)  Exodus
  shall have the right at any time to replace any previously installed circuit
  between any City Pair with a circuit of greater DS-0 miles between the same
  City Pair at no additional charge except for as set forth below. Upon
  Acceptance of the new circuit, the increased number of DS-0 miles will begin
  to be deducted against the Total Initial Miles. Notwithstanding the foregoing,
  in no event may the capacity level for any physical route exceed the
  equivalent of (2) 9.953 Gbps circuits, without Global Crossing’s consent,
  which shall not unreasonably be withheld. If Exodus orders additional capacity
  under this Agreement then for each subsequent billion DS-0

  

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[***] Certain information on this page has been
  omitted and filed separately with the Securities and Exchange Commission.
  Confidential treatment has been requested with respect to the omitted
  portions.

  

  

  



  channel miles ordered, the capacity level for
  any physical route will not exceed the equivalent of (2) 9.953 Gbps circuits,
  without Global Crossing’s consent, such consent not to be unreasonably
  withheld.

          (e)  Global
  Crossing will deliver and Exodus will take the Services in accordance with the
  Take Down Schedule set forth in Exhibit D.

          (f)  Colocation
  will be provided in accordance with Exhibit B.

          (g)  The
  parties hereby agree to the provisions of Exhibit F which sets out the terms
  and conditions upon which Global Crossing shall grant and Exodus shall acquire
  rights to certain international capacity on an indefeasible right of use
  basis. Save for this provision and save where expressly stated otherwise in
  Exhibit F the provisions of this Agreement will not apply to Exhibit F.

  2.  TERM OF THE AGREEMENT:

          This
  Agreement shall, subject to the termination provisions set out in Section 4 of
  this Agreement, remain in effect for a period of ten (10) years from the date
  that the first circuit is made available to Exodus under this Agreement (“Initial
  Term”). Within six months of the end of the Initial Term the parties, will
  negotiate in good faith to determine whether and upon what terms this
  Agreement will renew for an additional term. If the parties fail to reach
  agreement as to the terms of any renewal, this Agreement will terminate at the
  end of the Initial Term.

  3.  BILLING AND PAYMENT;
  SEGMENT/CIRCUIT ACCEPTANCE

          (a)  Exodus
  shall pay Global Crossing $ [***] as a non-recurring,
  non-refundable charge (the “Initial Total Non-Recurring Charge”) for the
  Total Initial Channel Miles. Exodus shall pay Global Crossing the Initial
  Total Non-Recurring Charge by wire transfer to the designated Global Crossing
  account on 29 September 2000. Exodus is also liable for applicable taxes and
  governmental assessments with respect to its use or purchase of the Services.
  Notwithstanding the foregoing, Exodus shall have no obligation to pay or be
  liable to pay any taxes on the gross income or net receipts of Global Crossing
  levied or assessed on or related to any payments made by Exodus to Global
  Crossing under this Agreement.

          (b)  Payments
  to Global Crossing shall be made via wire transfer in immediately available
  U.S. funds to the following account (subject to change by Global Crossing):

  

Firstar Bank, N.A.

      425 Walnut Street

      Cincinnati, Ohio 45201

      ABA# 042000013

      For credit to: Global Crossing Bandwidth, Inc.

      Account #: 805-8521

    
  
          (c)  “Acceptance”
  of a segment/circuit shall be determined as follows; Global Crossing will
  provide Exodus with notice (including segment test results) when a segment is
  ready from Global Crossing POP to POP and , if such segment/circuit consists
  of 9.953 Gbps Linear Wavelength Services, Global Crossing will supply Exodus
  with the technical specifications relating thereto which will be deemed to
  form part of Exhibit C for the purposes of “Acceptance” of that
  segment/circuit. Exodus shall have (5) five business days to confirm that the
  segment meets the technical specifications set out in Exhibit C. If Exodus
  does not accept or provide detailed written documentation as to any failure to
  comply with the technical specifications within said five business day period,
  then the segment/circuit shall be deemed accepted. In the event of any good
  faith rejection by Exodus, Global Crossing shall take such action as
  reasonably necessary, and as expeditiously as practicable, to correct or cure
  such defect or failure in accordance with the applicable specifications set
  forth in Exhibit C.

  

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[***] Certain information on this page has been
  omitted and filed separately with the Securities and Exchange Commission.
  Confidential treatment has been requested with respect to the omitted
  portions.

  

  

  



          (d)  Exodus
  will from time to time submit circuit orders for additional telecommunications
  capacity to be delivered by Global Crossing. Global Crossing will be bound to
  deliver such capacity in accordance with the delivery periods set out in
  Exhibit D provided the relevant circuit(s) are included in Exodus’ forecast
  to be provided pursuant to Exhibit D. In the event of failure by Global
  Crossing to provide any such capacity Exodus’ sole remedies shall be as set
  out in Exhibit E.

          (e)  Payment
  terms for any invoices hereunder (other than the Initial Total Non-Recurring
  Charge) are net 45 days from the invoice date. Any invoice not paid by its due
  date shall bear late payment fees at the rate of 1% per month (or such lower
  amount as maybe required by law) until paid. If Exodus is delinquent in
  payment of an undisputed invoice and does not cure such delinquency within
  (15) fifteen days of receipt of written notice from Global Crossing, Global
  Crossing may terminate this Agreement and deny Purchaser, its personnel and
  its third party vendors access to the colocation premises until paid. If
  Exodus disputes any invoice it will notify Global Crossing of such dispute and
  provided Exodus provides sufficient detail for investigation of the dispute,
  Global Crossing will use all reasonable efforts to resolve and communicate its
  resolution of the dispute to Exodus within thirty (30) business days of its
  receipt of notice of such dispute. Notwithstanding the foregoing, no interest
  shall accrue on any payment that is disputed in good faith by Exodus, unless
  the dispute is resolved in Global Crossing’s favor.  

          (f)  Except
  as otherwise specifically provided in this Agreement or an Exhibit, Exodus is
  responsible for ordering all facilities and equipment necessary for its
  interconnection to Global Crossing’s network for use of the Services. Global
  Crossing agrees to provide Exodus or Exodus - selected local carrier access to
  Global Crossing’s demarcation and to use all reasonable endeavors to
  cooperate with Exodus or its selected local carrier to interconnect with the
  Global Crossing Network. Exodus shall be liable for all costs and expenses of
  such interconnection, including without limitation, the installation, testing,
  maintenance and operation of equipment and facilities.

  4.  TERMINATION RIGHTS:

          (a)  Either
  Party may terminate this Agreement upon the other Party’s insolvency,
  dissolution or cessation of business operations.

          (b)  In
  the event of a breach of any material term or condition of this Agreement by a
  Party, after receipt of written notice and a thirty (30) day period to cure
  such breach, the other Party may take such actions as it determines, in its
  sole discretion, to correct the default, and pursue any legal remedies it may
  have under applicable law or principles or equity, including specific
  performance.

          (c)  Exodus’
  exclusive remedies for any failure by Global Crossing to deliver the capacity
  in respect of an accepted circuit order in accordance to this Agreement or on
  time are contained in the Service Level Agreement as set forth in Exhibit E.

  5.  REPRESENTATIONS, WARRANTIES AND
  LIMITATION OF LIABILITY

          (a)  The
  Services shall be provided by Global Crossing in accordance with the
  applicable technical standards established for dedicated circuit capacity by
  the telecommunications industry for a digital fiber optic network and in
  accordance with Exhibit C with respect to the Wavelength Services. GLOBAL
  CROSSING MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
  TRANSMISSION, EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS
  ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
  FUNCTION.

          (b)  EXCEPT
  TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF A PARTY, NEITHER PARTY (OR
  ITS AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) FOR ANY
  SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR SIMILAR COSTS,
  LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN
  CONNECTION WITH, SUCH PARTY’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
  AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT.

          (c)  By
  execution of this Agreement, each Party represents and warrants to the other:
  (a) that the representing Party has full right and authority to enter into and
  perform this Agreement in accordance with the terms hereof and thereof, and
  that by entering into or performing this Agreement, the representing Party is
  not in violation of its charter or bylaws, or any law, regulation or agreement
  by which it is bound or to which it is subject; (b) that

  

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  the execution, delivery and performance of this
  Agreement by such Party has been duly authorized by all requisite corporate
  action, that the signatories for such Party hereto are authorized to sign this
  Agreement, and that the joinder or consent of any other Party, including a
  court or trustee or referee, is not necessary to make valid and effective the
  execution, delivery and performance of this Agreement by such Party; (c) that
  the representing party is a corporation duly incorporated and organized and
  validly existing and in good standing under the laws of its state of
  organization; (d) that there are no actions, suits or proceedings pending or,
  to its knowledge, threatened against the representing Party before any court,
  governmental body or administrative agency that would materially impair such
  Party’s performance under this Agreement, and (e) that this Agreement
  constitutes a legal, valid and binding obligation enforceable against such
  Party in accordance with its terms, subject to the effect of applicable
  bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
  other similar laws affecting the rights of creditors generally and the effect
  of equitable principles whether applied in an action at law or a suit in
  equity. The foregoing representations shall survive the execution and delivery
  of this Agreement.

  6.  INDEMNIFICATION

          (a)  Subject
  to the provisions of Article 5 above, Global Crossing hereby agrees to
  indemnify, defend, protect and hold harmless Exodus, its Affiliates, and their
  employees, officers, agents and directors (the “Exodus Indemnified
  Persons”), from and against, and assumes liability for: all suits,
  actions, damages or claims of any character (i) brought against an Exodus
  Indemnified Person because of any injuries or damage received or sustained by
  any persons or property which in whole or in part arise on account of the
  negligent acts or omissions of Global Crossing in the performance of its
  obligations under this Agreement, and (ii) brought against an Exodus
  Indemnified Person under the workers compensation laws arising out of the acts
  or omissions of Global Crossing; provided, however, that the foregoing
  indemnification obligations shall not apply to the extent caused by the
  negligence or willful misconduct of an Exodus Indemnified Person.

          (b)  Subject
  to the provisions of Article 5 above, Exodus hereby agrees to indemnify,
  defend, protect and hold harmless Global Crossing, its Affiliates, and their
  employees, officers, agents and directors (the “Global Crossing
  Indemnified Persons”), from and against, and assumes liability for: all
  suits, actions, damages or claims of any character (i) brought against a
  Global Crossing Indemnified Person because of any injuries or damage received
  or sustained by any persons or property which in whole or in part arise on
  account of the negligent acts or omissions of Exodus or its Affiliates in the
  performance of its obligations under this Agreement, (ii) brought against a
  Global Crossing Indemnified Person under the workers compensation laws arising
  out of the acts or omissions of Exodus or its Affiliates, provided, however,
  that the foregoing indemnification obligations shall not apply to the extent
  caused by the negligence or willful misconduct of a Global Crossing
  Indemnified Person.

          (c)  Nothing
  contained herein shall operate as a limitation on the right of either Party
  hereto to bring an action for damages against any third party.

          (d)  Notwithstanding
  the termination of this Agreement for any reason, the provisions in this
  Article shall survive such termination.

  7.  REPRESENTATION

          The
  Parties acknowledge and agree that the relationship between them is solely
  that of independent contractors. Neither Party, nor their respective
  employees, agents or representatives, has any right, power or authority to act
  or create any obligation, express or implied, on behalf of the other Party.

  8.  FORCE MAJEURE

          Other
  than with respect to failure to make payments due hereunder, neither Party
  shall be liable under this Agreement for delays, failures to perform, damages,
  losses or destruction, or malfunction of any equipment, or any consequence
  thereof, caused or occasioned by, or due to fire, earthquake, flood, water,
  the elements, unusually severe weather conditions, power failures, explosions,
  civil disturbances, governmental actions, acts or omissions of third parties
  not acting as subcontractor or representative to the party claiming the force
  majeure.

  9.  WAIVERS

          Failure
  of either Party to enforce or insist upon compliance with the provisions of
  this Agreement shall not be construed as a general waiver or relinquishment of
  any provision or right under this Agreement.

  

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  10.  ASSIGNMENT

          Neither
  Party may assign or transfer its rights or obligations under this Agreement
  without the other Party’s written consent, which consent may not be
  unreasonably delayed or withheld. Notwithstanding the foregoing, Global
  Crossing may assign this Agreement to its Affiliates or a
  successor-in-interest without Exodus’s consent, and Exodus may, with written
  notice to Global Crossing, assign this Agreement to its Affiliates or
  successor-in-interest without Global Crossing’s consent (provided the
  assignee’s financial condition and credit rating is comparable to or better
  than that of Exodus). Any assignment or transfer without the required consent
  is void. Notwithstanding any permitted or consented assignment or transfer,
  the parties shall remain liable hereunder for any breach by the assignee or
  transferee. For the purposes of this agreement an affiliate shall be in
  relation to any entity any other entity which is controlled by or under common
  control with that entity.

  11.  CONFIDENTIALITY; INTELECTUAL
  PROPERTY; PUBLICATION

          (a)  
  The Parties acknowledge and agree that this Agreement and all documents, data,
  information, engineering designs, pricing, maps and other materials which are
  marked confidential and oral communications designated as confidential or any
  other materials that are confidential in nature and disclosed by one Party to
  the other in fulfilling the provisions and intent of this Agreement, are and
  shall be confidential (the “Confidential Information”). “Confidential
  Information shall not include anything that (i) becomes publicly available
  other than through the actions of the receiving party; (ii) is required to be
  disclosed by a governmental or judicial law, order, rule or regulation; (iii)
  is independently developed by the receiving party; or (iv) becomes available
  to the receiving party without restriction from a third party. Neither Party
  shall divulge or otherwise disclose the Confidential Information to any third
  party without the prior written consent of the other Party, except that either
  Party may make disclosure to those required for the implementation or
  performance of this Agreement, including without limitation employees,
  auditors, attorneys, financial advisors, lenders and prospective lenders,
  funding partners and prospective funding partners, provided that in each case
  the permitted recipient agrees to be bound by the confidentiality provisions
  set forth in this section. In addition, either Party may make disclosure as
  required by a court or government order or as otherwise required by law, stock
  exchange, rule or regulation or in the performance of one’s obligations (or
  those of its Affiliates) as a public company or in any legal or arbitration
  proceeding relating to this Agreement. If either Party is required by law,
  rule or regulation or by interrogatories, requests for information or
  documents, subpoena, civil investigative demand or similar process to disclose
  the Confidential Information, it will provide the other Party with prompt
  prior written notice of such request or requirement so that such Party may
  seek an appropriate protective order and/or waive compliance with this
  Section.

          (b)  Nothing
  herein shall be construed as granting any right or license under any
  copyrights, inventions, or patents now or hereafter owned or controlled by the
  other party. Upon termination of this Agreement for any reason or upon request
  of either Party, the Parties shall return all Confidential Information,
  together with any copies of same, to the other Party. The requirements of
  confidentiality set forth herein shall survive the return of such Confidential
  Information.

          (c)  Neither
  Party shall, without first obtaining the written consent of the other Party,
  use any trademark or trade name of the other Party or refer to the subject
  matter of this Agreement or the other Party (or its Affiliates) in any
  promotional activity or otherwise, nor disclose to others any specific
  information about the subject matter of this Agreement.

          (d)  Neither
  Party shall issue any publication or press release relating directly or
  indirectly to this Agreement without first obtaining the other Party’s
  written consent.

          (e)  The
  provisions of this Article 11 shall survive expiration or other termination of
  this Agreement.

  12.  INTEGRATION:

          This
  Agreement and all Exhibits and other attachments incorporated herein,
  represent the entire agreement between the Parties with respect to the subject
  matter hereof and supersede and merge all prior agreements, promises,
  understandings, statements, representations, warranties, indemnities and
  inducements to the making of this Agreement relied upon by either Party,
  whether written or oral.

  

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  13.  GOVERNING LAW:

          This
  Agreement will be construed and enforced in accordance with the law of the
  State of New York, without regard to that state’s choice of law principles.
  The Parties agree that any action related to this Agreement shall be brought
  and maintained only in a Federal or State court of competent jurisdiction
  located in Monroe County, New York. The Parties each consent to the exclusive
  jurisdiction and venue of such courts and waive any right to object to such
  jurisdiction and venue.

  14.  NOTICES:

          All
  notices, including but not limited to, demands, requests and other
  communications required or permitted hereunder (not including Invoices) shall
  be in writing and shall be deemed given: (i) when delivered in person, (ii) 24
  hours after deposit with an overnight delivery service for next day delivery,
  (iii) the same day when sent by facsimile transmission during normal business
  hours, receipt confirmed by sender’s equipment, or (iv) three Business Days
  after deposit in the United States mail, postage prepaid, registered or
  certified mail, return receipt requested, and addressed to the recipient Party
  at the address set forth below:

  	If to Global Crossing:		Global Crossing Bandwidth,
        Inc.

        180 South Clinton Ave

        Rochester, New York 14646

        Attn: Senior VP, North American Carrier Services

        Facsimile No. (716) 232-9168	
			

        	
	with a copy to:		Global Crossing Bandwidth,
        Inc.

        180 South Clinton Ave.

        Rochester, New York 14646

        Attn: Manager, National Contract Admin.

        Facsimile No. (716) 454-5825	
			

        	
	If to Exodus:		Exodus Communications,
        Inc.

        2831 Mission College Blvd.

        Santa Clara, CA 95054

        Attention: Executive Vice President, Engineering

        Facsimile No. (408) 346-2181	
			

        	
	with a copy to:		Exodus Communications,
        Inc.

        2831 Mission College Blvd.

        Santa Clara, CA 95054

        Attention: General Counsel

        Facsimile No.: (408) 346-2181	


  

  15.  COMPLIANCE WITH LAWS:

          During
  the term of this Agreement, the Parties shall comply with all local, state and
  federal laws and regulations applicable to this Agreement and to their
  respective businesses.

  16.  SURVIVAL OF PROVISIONS:

          Any
  obligations of the Parties relating to monies owed, as well as those
  provisions relating to confidentiality, limitations on liability and
  indemnification, survive termination of this Agreement.

  17.  COUNTERPARTS.

          This
  Agreement may be executed in any number of counterparts and by facsimile
  signature, all of which taken together shall constitute one and the same
  agreement.

  

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  18.  INSURANCE.

          While
  this Agreement is in effect, each party shall maintain in force and effect
  policies of insurance as follows:

          (i)  Comprehensive
  General Liability Insurance, including contractual liability and broad form
  property damage, covering personal injury or death and property damage with a
  combined single limit of at least $5 million; and

          (ii)  Workers
  Compensation Insurance with limits required by the laws of the state in which
  the Space is located.

          The
  parties hereby mutually waive their respective rights of recovery against each
  other and their officers, directors, shareholders, partners, joint venturers,
  employees, agents, customers, invitees of either party for any loss arising
  from any cause covered by the insurance required to be carried under this
  Agreement.    

  IN WITNESS WHEREOF, the Parties have executed
  this Agreement on the dates set forth below.

  

  	

        

        

        	 	  	

        

        

        
		 	  	
		 	  	
	
      	 	  	


  

  

  	

        

        

        	 	  	GLOBAL CROSSING BANDWIDTH,
        INC.

        

        

        
		 	By:  	/s/ Brian V. Fitzpatrick
		 	  	
        

      
	
      	 	Title:  	Brian V. Fitzpatrick

        President, North American Operations


  

  

  	

        

        

        	 	  	EXODUS COMMUNICATIONS, INC.

        

        

        
		 	By:  	/s/ Donald P. Casey
		 	  	
        

      
	
      	 	Title:  	Donald P. Casey

        President and COO


  

  

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  EXHIBIT A

  1. DOMESTIC CITY PAIRS

               The
  following cities are on-net city locations of the Global Crossing North
  American network.

  	Sunnyvale	LA	308
	Sunnyvale	Chicago	1,837
	Sunnyvale	Seattle	716
	Chicago	Newark	702
	Newark	WDC	199
	Newark	Boston	197
	LA	Dallas	1,240
	Dallas	Atlanta	721
	Atlanta	WDC	541
	Boston	Toronto	500
	Austin	Dallas	178
	Dallas	Chicago	799


  

               Additional
  cities will be added to this Exhibit upon mutual agreement of the parties.

  

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  EXHIBIT B

  COLOCATION SERVICE

               All
  Colocation facilities are pending Global Crossing’s Engineering approval
  based upon the information provided to Global Crossing by Exodus in the
  Colocation Service Inquiry From. Any approved facilities shall be presented to
  Exodus as an amendment pursuant to Section 1.A. below.

  1.  LICENSE:

          A.  Global
  Crossing hereby grants Exodus a license to occupy certain designated space
  (the “Space”) within a designated Global Crossing premise (the “Facility”).
  Separate “Colocation Schedules” may be attached hereto from time to time
  covering for each separate site where Colocation will be established. All
  Colocation Schedules, upon their execution by both Parties, shall be
  incorporated herein and shall become a part hereof. By executing a Colocation
  Schedule, Exodus accepts the Space on an “AS-IS, WHERE IS” basis. Exodus
  may only use the Space to install, maintain, monitor, operate, replace, repair
  and remove certain of its telecommunications equipment (the “Equipment”)
  as specified on the Colocation Schedule.

          B.  Exodus
  acknowledges that it has been granted only a license to occupy the Space and
  that it has no real property interests therein. Exodus shall not utilize the
  Facility for any unlawful purposes, assign, mortgage, sublease, encumber or
  otherwise transfer any Space or license granted hereunder. Any attempt by
  Exodus to encumber the Space or permit the use or occupancy by anyone other
  than Exodus shall be void.

          C.  Exodus
  may utilize the Space and the Equipment to receive services from third party
  providers, other than for intercity domestic backbone capacity. Global
  Crossing will permit access to the Space by the third party providers in
  accordance with the terms herein.

  2.  TERM AND TERMINATION:

          A.  The
  term of a license shall be as set forth in the applicable Colocation Schedule
  and shall commence on the first day the Space is made available by Global
  Crossing (the “Commencement Date”), but shall be immediately terminable by
  Global Crossing upon the termination, expiration or cancellation for any
  reason of (i) any underlying agreement between Global Crossing and any other
  party involving Global Crossing’s continued use of the Facility, or (ii)
  this Agreement. Following the expiration of the license term as set forth in
  the Colocation Schedule for a Space, Exodus’s license shall automatically
  renew on a month to month basis in accordance with the same terms and
  conditions specified herein, unless terminated by either Exodus or Global
  Crossing upon sixty (60) days prior written notice.

          B.  Global
  Crossing shall not be liable to Exodus in any way as a result of Global
  Crossing’s failure (for any reason) to tender possession of the Space to
  Exodus on or before the commencement date listed in the Colocation Schedule.
  Any delay in tendering possession of the Space to Exodus for any reason other
  than the acts or omissions of Exodus shall relieve Exodus of its obligation to
  pay the monthly recurring charges (MRC) set forth in the Colocation Schedule
  until possession of the Space is delivered to Exodus.

  3.  CHARGES, FEES and TAXES:

          A.  MRCs
  shall be payable in advance and without notice or demand and without
  abatement, deduction, counterclaim or setoff commencing on the first day the
  Space is made available by Global Crossing and on the first day of each
  calendar month thereafter. Installation and non-recurring charges are due when
  invoiced. MRCs shall be prorated for partial months. The MRCs may be increased
  from time to time during the term of the license by reason of (i) any
  increases payable by Global Crossing to its landlord(s) under the lease for
  the Facility or Rights of Way in which the Space is located; (ii) any
  increases incurred by Global Crossing in any of the services to the Facility
  procured by Global Crossing directly from the provider thereof; and (iii) any
  increases in real property taxes assessed against the Facility which Global
  Crossing is liable to pay. Exodus’s share of any such increases shall be
  pro-rated based on the number of innerduct linear feet in the Space as a
  percentage of the total number of innerduct linear feet in the Facility.

          B.  In
  addition, Exodus shall be fully responsible for the prompt payment of all
  federal, state or local taxes, however denominated, based on or calculated
  with respect to the amounts payable by Exodus (including but not limited to
  sales/use, rental and gross receipts taxes or surcharges) and all taxes
  (including, but not limited to

  

  9

  

  



  franchise, income and miscellaneous taxes)
  which are the liabilities of Exodus under (i) appropriate standard industry
  practices (including telecommunications, fiber optic and rental industries),
  (ii) applicable law and (iii) as otherwise agreed at any time between Exodus
  and Global Crossing; provided, however, the taxes on Global Crossing’s
  income and property shall be the sole responsibility of Global Crossing.

  4.  MAKE-READY:

          If
  applicable, Exodus shall pay Global Crossing the amount set forth in each
  Colocation Schedule for the cost of engineering or improvements to the Space
  required to be made by Global Crossing in order to accommodate Exodus’s
  Colocation into the Space (the “Make-Ready Fee”). The Make-Ready Fee shall
  be payable to Global Crossing upon Exodus’s execution of the Colocation
  Schedule for the Space. Title to such improvements shall remain vested in
  Global Crossing.

  5.  MAINTENANCE:

          A.  Global
  Crossing shall be responsible for maintenance of the Facility and the Space.
  Exodus shall not make any alterations, changes, additions or improvements to
  either the Facility or the Space without Global Crossing’s prior written
  consent. Exodus agrees to maintain and repair all of its Equipment
  placed in the Space at Exodus’s expense and shall be responsible for all
  costs associated with the configuration, installation, interconnection and
  operation of the Equipment, including without limitation, transportation
  related costs, and any electrical or other work which must be completed in
  order to interconnect the Equipment.

          B.  Exodus’s
  responsibilities include, but are not limited to the following:

                (i)  Exodus
  shall arrange for the transit delivery of all Equipment to the Space at its
  sole cost and expense.

                (ii)  Exodus
  shall provide Global Crossing with reasonable prior notice (not less than two
  (2) business days) of the actual delivery date of the Equipment.

                (iii)  Exodus
  shall not cause damage to, or interfere with use or operation of, the Space,
  the Facility or the equipment of Global Crossing or third parties.

                (iv)  Exodus
  shall be in full compliance with telecommunication industry standards, NEC and
  OSHA requirements, and in accordance with Global Crossing’s requirements and
  specifications.

                (v)  All
  Equipment must be mounted on racks, and using appropriate brackets, except
  where otherwise expressly permitted in writing by Global Crossing. Exodus is
  solely responsible for assuring that the Equipment is mounted in an efficient
  and appropriate manner.

                (vi)  All
  cabling regardless of location, shall be tied and organized, run to the side
  of the rack, and labeled. Connectors must be secured in the interface socket.

                (vii)  Exodus
  must provide for remote access (via modem or other means) where available, in
  order to administer, configure, monitor and operate the Equipment.

                (viii)  Exodus
  shall, at all times, comply with Global Crossing’s rules and regulations
  regarding access to its facilities, including without limitation, adequate
  notice before entry (not less than one business day), appropriate dress and
  professional conduct. Global Crossing may remove any personnel of Exodus not
  in compliance with its rules and regulations, and may prohibit access by any
  person at its reasonable discretion.

  6.  APPROVALS:

          A.  Exodus
  shall submit to Global Crossing all building construction and electrical
  requirements and, architectural and engineering drawings indicating the
  proposed installation for approval. Exodus may not perform any construction or
  install any Equipment without written approval from Global Crossing. Global
  Crossing reserves the right to accept or reject Exodus’s design at its
  reasonable discretion. All costs of design work shall be Exodus’s
  responsibility. Exodus shall also be required to complete the Colocation
  Request For Information form.

          B.  Global
  Crossing shall inspect the completed installation and must approve the same in
  writing before Exodus is allowed to utilize the Equipment for any reason. Any
  installations that do not comply with the

  

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  approved drawings will be subject to rejection
  by Global Crossing. Global Crossing also reserves the right to order
  reasonable modifications to any installations.

          C.  Exodus
  is solely responsible for obtaining any and all necessary building permits or
  other authorizations required for Colocation of its Equipment.

  7.  INSURANCE and INDEMNITY:

          A.  While
  a license is in effect, Exodus shall maintain in force and effect policies of
  insurance as follows:

                (i)  Comprehensive
  General Liability Insurance, including contractual liability and broad form
  property damage, covering personal injury or death and property damage with a
  combined single limit of at least $1 million; and

                (ii)  Workers
  Compensation Insurance with limits required by the laws of the state in which
  the Space is located.

               
  The liability insurance shall name Global Crossing as an additional insured
  and shall be primary insurance and Global Crossing’s insurance shall not be
  called upon for contribution towards any such loss. Exodus’s insurer shall
  provide Global Crossing with a least ten (10) days prior written notice of
  cancellation or change in coverage. All insurance required of Exodus shall be
  evidenced by certificates of insurance provided to Global Crossing.

          B.  Exodus
  shall be liable for and shall indemnify, defend and hold Global Crossing
  harmless from and against any claims, demands, actions, damages, liability,
  judgments, expenses and costs (including reasonable attorneys fees) arising
  from (i) Exodus’s use of the Space, or (ii) any damage or destruction
  thereto or to the Facility or any property therein caused by or due to (x) the
  acts or failures to act, negligent, willful or otherwise, of Exodus, its
  employees, agents or representatives, or (y) any malfunction of Exodus’s
  Equipment located in the Space.

          C.  Global
  Crossing does not warrant that the integrity of the Space or the Facility will
  be free from any disruptions and Global Crossing shall not be liable therefor.
  Global Crossing’s entire liability for any such disruptions, or any other
  matter giving rise to a claim with respect to the Space or Facility, shall not
  exceed in any case the MRCs paid by Exodus for the month in which such
  disruption or other matter occurred.

  8.  DAMAGE TO FACILITY:

          If
  fire or other casualty damages the Facility in which the Space is located,
  Global Crossing shall give immediate notice to Exodus of such damage. If
  Global Crossing’s landlord or Global Crossing exercises an option to
  terminate the lease therefor due to such damage or Global Crossing’s
  landlord or Global Crossing decides not to rebuild the Facility in which the
  Space is located, this Agreement shall terminate as of the date of such
  exercise or decision as to the affected Space and the MRC paid by Exodus shall
  be modified accordingly. If neither the landlord of the affected Facility nor
  Global Crossing exercises the right to terminate or not to rebuild, the
  landlord or Global Crossing, as applicable, shall repair the Facility to
  substantially the same condition it was in prior to the damage, completing the
  same with reasonable speed. In the event that such repairs are not completed
  within a reasonable time, Exodus shall thereupon have the option to terminate
  this Agreement with respect to the affected Space, such option shall be the
  sole remedy available to Exodus against Global Crossing hereunder relating to
  such failure. If the Space or any portion thereof shall be rendered unusable
  by Exodus by reason of such damage, the MRC for such Space shall
  proportionately abate for the period from the date of such damage to the date
  when such damage shall have been repaired for the portion of the Space
  rendered unusable.

  

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  9.  RATES AND CHARGES:  

          Exodus
  shall be charged for Colocation Space at the rates set out below. ICB means
  “Individual Case Basis”.

          Monthly
  Recurring Charges:

  	Rack Space	$[***] per rack (with 30 amps
        of power)
	Cabinet Fee	$[***] per cabinet
	Caged Fee	$ ICB
	Additional
        Power	$[***] per amp
	Mid Span
        Meets:	
	DS-1/DS-3/OC-3/OC-12	$ ICB


  

          Non
  Recurring Charges:

    	Colocation
          Site	$[***] per site
	Mid Span
          Meets:	
	DS-1/DS-3/OC-3/OC-12	$ ICB
	Make Ready
          Fee	$ ICB



  

          Dispatch
  Fees: $70 per hour (I hour minimum) for unmanned sites during business hours
  (Monday through Friday 8:00 am to 6:00 p.m.) and $95 per hour (2 hour
  minimum,) for unmanned sites during non-business hours and nationally
  recognized holidays.

  


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  EXHIBIT C

  TECHNICAL SPECIFICATIONS

  I.  SONET SERVICES:

          Protected
  Private Line Services will be provided using either Ring SONET (defined as
  SONET deployed in a four fiber, Bi-directional Line Switched Ring (BLSR),
  conforming to Telcordia GR-253-Core SONET Transport Systems Common Generic
  Criteria (Dec. 1997) or SONET (defined as a point-to-point service which
  utilizes SONET equipment provided by Global Crossing to furnish two working
  (transmit and receive) channels and two protect channels (transmit and
  receive) between the end points of the Route. Private Line Services will be
  provided by using SONET over a Dense Wavelength Division Mulitplexor (DWDM)
  system, directly over a DWDM system, or directly over fiber.

               Performance
  Standards and Transmission Specifications for Private Line Service(s) provided
  on Supplier’s network under this Agreement are [***]% available seconds per
  year.

  II.  WAVELENGTH:

          A.  Exodus
  acknowledges that (i) the circuits used for the Wavelength Services are not
  protected by a restoration protocol within or external to the SONET frame
  structure, (ii) Global Crossing will not provide Wavelength Services using
  conventional SONET TDM add/drop multiplexers using a BLSR or UPSR or linear
  restoration protocol within or external to the SONET frame structure, and
  (iii) the interoperability of the individual circuits is dependent upon the
  joint interconnection of the interface between Global Crossing’s WDM system
  and Exodus’s source systems and facilities. Exodus’s source systems will
  operate within the conventional 1310nm and 1550nm passbands, using Short
  Reach, Intermediate Reach, or Long Reach optic, as defined in Telcordia
  GR-253-CORE. Except with Exodus’s prior written consent, Global Crossing
  will provide the Wavelength Services solely over Global Crossing’s
  facilities-based TDM / WDM network and fiber, equipment or other WDM service(s)
  owned or controlled by Global Crossing and its Affiliates.

          B.  The
  Wavelength Services will be configured as follows:

                (i)  WDM
  Transmission System: WDM transmission equipment for each unprotected OC-48
  (2.488Gb/s) channel, such as WDM Terminals, in-line amplifiers, regenerators
  and optical layer cross-connect equipment necessary to provide the Wavelength
  Services; and

                (ii)  OC-48
  (2.488Gb/s) TDM equipment used in conjunction with the WDM system: OC-48
  transparent TDM transmission equipment for each unprotected OC-48 channels
  capable of use on each route. Equipment such as WDM transponders, regenerators
  and wavelength converters to provision OC-48 circuits. Exodus’s equipment
  may be connected through collocated equipment at facilities where both Global
  Crossing and Exodus have equipment or in a mid-span optical meet.

                (iii)  At
  each of the end-point points of presence (“POPs”), Exodus will be
  responsible for providing all equipment necessary to interconnect with the
  Global Crossing Network. All Exodus equipment will be and remain the property
  of Exodus, except where Exodus fails to remove such equipment within thirty
  (30) days after the termination of the agreement for Optical Wavelength
  Services to or from a city, in which case, Global Crossing may deem such
  equipment in that city as abandoned, and may remove, store, or dispose of such
  equipment in its sole discretion. At each of the end-point POPs, the point of
  demarcation and connecting point between the Global Crossing network and any
  Exodus equipment will be the fiber termination panel provided by Global
  Crossing. Global Crossing will cooperate with Exodus’s installation of
  fiber, cable and fiber termination equipment within POPs, including but not
  limited to providing Exodus (including its representatives and contractors),
  all necessary access to the end-point POPs at reasonable times and in a
  reasonable manner following reasonable advance notice consistent with the
  access that it may provide to other similarly situated customers whose
  presence may be permitted to collocate at its POPs; provided however, that
  with seven (7) days prior written notice, Global Crossing will provide Exodus
  with accompanied access at any time; and provided further, however, that in
  the event of an emergency, Global Crossing will exercise commercially
  reasonable efforts to provide accompanied access at any time of the day upon
  one (1) hour’s notice (such notice being intended for Global Crossing to
  ensure that an escort is available). Global Crossing will disclose to Exodus
  the physical routes that the unprotected OC-48 circuits will use between the
  POPs within 2 business day after receipt of an approved ASR. Should Exodus
  desire an

  

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  alternate route, Global Crossing will determine
  availability and provide revised pricing, if necessary, for such alternative
  route.

                (iv)  Global
  Crossing will transmit all SONET overhead transparently between Exodus POPs.
  Global Crossing will not alter any such overhead information. Global Crossing
  will not have any SONET line or section terminating equipment within its
  network.

          C.  Performance
  Standards and Transmission Specifications for the Wavelength Services provided
  on Global Crossing’s network under this Agreement are set forth below:

                (i)  Digital
  Frame Service Rates. Service will consist of DWDM optical transmission for
  OC-48 line rates of 2.5 Gb/s, using transponders, optical couplers, optical
  layer amplifiers and 3R regenerators and or a multiplexed OC48 using a 10 Gb/s
  transparent multi-plexor. Service will be provided in unprotected linear
  fashion. All restoration protocols, if used for the circuits, will be
  implemented and operated by Exodus. Exodus’s wavelengths will be part of a
  multi-wavelength DWDM transmission system carrying wavelengths for other
  customers and Global Crossing’s own circuits.

                (ii)  Fiber
  patch cords and optical attenuators used on receivers will be the
  responsibility of the owner of the equipment to ensure that optical signal
  levels are within specification for the owner’s equipment. The optical
  interface at these points requires Exodus and Global Crossing OC-48 optics
  capable of accepting Short Reach, Intermediate Reach, and Long Reach OC-48
  frame signals as defined in Telcordia Document GR-253-CORE, Issue 2, Rev 1,
  dated 12/97. The appropriate type of optics for the application will depend on
  the optical link engineering conducted jointly by Global Crossing and Exodus
  on an individual case basis.

                (iii)  Optical
  Translation. Global Crossing shall furnish and operate at its POPs all
  DWDM equipment necessary to generate the precision optical wavelengths
  necessary for the optically multiplexed system. The optical interface at the
  fiber patch panel or fiber frame shall require Exodus and Global Crossing
  optics capable of accepting Short Reach, Intermediate Reach and Long Reach
  OC-48 frame signals as defined in Telcordia Document GR-253-CORe, Issue 2, Rev
  1, 12/97. The appropriate type of optics for the application will depend on
  the optical link engineering conducted jointly by Global Crossing and Exodus
  on an individual case basis. Adaptation of Global Crossing DWDM equipment to
  provide intermediate reach and long reach signals per the above Telcordia spec
  will be considered on an individual case basis.

                (iv)  Equipment
  Performance Specifications. Global Crossing’s OC-48 optical channels
  shall be designed and maintained per manufacturer’s specifications for power
  and environmental requirements. All of Global Crossing’s OC-48 circuits must
  operate with a measured BER of [***] or less.

  

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  EXHIBIT D

  DELIVERY PERIODS AND MILEAGE AND RATE
  CONVERSION MATRIX

  I.  DELIVERY PERIODS:

          Global
  Crossing will deliver the services and capacities set out in Paragraph A below
  within the periods set out below. Delivery will be from acceptance of a
  completed order by Global Crossing.

          A.  SERVICE
  DELIVERY PERIODS:

                OC-3
  Fully Protected SONET    60 days following acceptance of
  completed order

                OC-12
  Fully Protected SONET    60 days following acceptance of
  completed order

                2.5
  Gbps Linear Wavelength    90 days following acceptance of
  completed order

  II.  MILEAGE CONVERSION MATRIX:

  Total DS-0 Channel
  Miles:     [***]

          For
  9.953 Gbps or 2.488 Gbps Wavelength Services, the following conversion ratios
  and rates will apply. Global Crossing Bandwidth, Inc. represents that such
  rates and the pricing contained in Schedule 2A are no less favorable than the
  pricing described in Annex B of the Network Services, Marketing and
  Cooperation Agreement entered into as of September 27, 2000 between the
  Purchaser and Global Crossing Ltd.

  	Service	Conversion Ratio	Net effective Rate
        per DS-0

        Channel Mile
	9.953 Gbps Linear Wavelength	1 times the DS-0 miles	$[***]
	2.488 Gbps Linear Wavelengths

        For City Pairs in Exhibit A	1 times the DS-0 miles	$[***]
	2.488 Gbps Linear Wavelength	1.09 times the DS-0 miles	$[***]


  

          For
  OC-3 or OC-12 SONET Services, the following conversion ratios and rates will
  apply:

  	OC-12 Fully Protected SONET	3 times the DS-0 miles	$[***]
	OC-3 Fully Protected SONET	4 times the DS-0 miles	$[***]


  

          For
  example, if Exodus orders an OC-12 SONET circuit on any City Pair, the DS-0
  mile for such circuit will be multiplied by three and the product will be
  deducted from the Total Initial Channel Miles.

          For
  OC-3 and OC-12 SONET Services ordered in excess of greater than 15% of the
  Total DS-0 Miles ( being 860,284,327), the DS-0 channel mile rate will be as
  follows:

  	Service	Conversion Ratio	Net effective Rate
        per DS-0

        Channel Mile
	OC-12 Fully Protected SONET	3.5	$[***]
	OC-3 Fully Protected SONET	5.5	$[***]


  

  III.  FORECASTING:

          Within
  thirty (30) days after execution of this Agreement, the parties will establish
  mutually agreeable forecasting procedures.

  IV.  CIRCUIT CANCELLATION PENALTIES:

          In
  the event that Exodus cancels an order for a circuit more than [***] days and
  less than [***] days prior to the agreed upon delivery date, Global Crossing
  will deduct from the Total Initial Channel Miles an amount equal to [***] % of
  the value of [***] month’s DS-0 channel miles for the cancelled circuit,
  unless Global Crossing has given notice that such circuit will be delivered
  late in accordance with Exhibit E Section I(C).

  


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            In
    the event that Exodus cancels an order for a circuit within [***] days prior
    to the agreed upon delivery date, Global Crossing will deduct from the Total
    Initial Channel Miles an amount equal to [***] % of the value of [***] month’s
    DS-0 channel miles for the cancelled circuit; unless the canceled service is
    replaced with another service of equal or greater capacity and value and
    provided that such deduction shall only be made for the first [***] circuits
    cancelled in any twelve month period.

    


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    EXHIBIT E

    SERVICE LEVEL AGREEMENT

    I.  DELIVERY REMEDIES:

            A.  In
    the event Global Crossing fails to provision any circuit within the mutually
    agreed delivery date after accepting the relevant circuit order, Exodus’
    sole remedy shall be to receive the following credits towards the Total
    Initial Channel Miles:

    

        (i)  For
        late deliveries that are more than [***] days late, but less than [***]
        days late, Exodus shall receive a [***] credit equal to [***] month’s
        DS-0 miles for the circuit order.

      
    
    

        (ii)  For
        late deliveries that are between [***] and [***] days late, Exodus shall
        receive an additional [***] credit equal to [***] month’s DS-0 miles
        for the circuit order.

      
    
    

        (iii)  For
        late deliveries that greater than [***] days late, Exodus shall receive
        an additional credit equal to [***] month’s DS-0 miles for the circuit
        order.

      
    
            B.  Notwithstanding
    the foregoing clause A and notwithstanding any Force Majeure Events, in the
    event Global Crossing fails to provision a Circuit within [***] days after
    negotiated due date of the relevant Circuit Order, Exodus’ sole remedy
    shall be to, at its election, keep such Circuit and receive the [***] credit
    described in clause A(iii) above or [***] with respect to such Circuit and
    [***]. If Exodus [***], Global Crossing shall have no further liability or
    obligation to Exodus with respect to such Circuit Order, other than to so
    provide all remedy with respect to such Circuit.

            C.  Every
    two weeks, Global Crossing will provide Exodus a status report of confirmed
    orders, and Exodus will provide Global Crossing [***] of circuits to be
    ordered. In the event that Global Crossing informs Exodus, [***] days prior
    to the agreed upon delivery date for any circuit, that such circuit will be
    more than [***], Exodus will have [***]. On notification to Exodus of the
    delay Global Crossing will give Exodus a revised delivery date (the “Revised
    Date”). If Exodus does [***] shall apply to that circuit unless the
    circuit is delivered after the Revised Date in which case the remedies set
    out in 1A above will apply.

    II.  SERVICE LEVELS:

            A.  Global
    Crossing will provide Exodus with a [***]% service availability guarantee on
    its wavelength services and [***]% on its protected private line services.
    Service availability is calculated from the ingress of the Global Crossing’s
    network to the egress of the Global Crossing’s network.

            B.  The
    network availability measurement is equal to the total number of minutes in
    a calendar month during which customer network components are available,
    divided by the total number of minutes in a calendar month (“Network
    Availability Time”) and expressed as a percentage. Network Availability
    Time is calculated on a monthly basis for each customer’s network. The
    availability measurements are based on ITU-T Recommendation M.2100.

            C.  A
    Service Outage is defined as a period during which there is a break in
    transmission, either identified by the Global Crossing’s Network
    Operations analyst or by Exodus. The start of the break is signaled by the
    first ten consecutively severely erred seconds (“SESs”), and the end is
    signaled by the first of ten consecutive non-SESs. A SES is a second with a
    bit error ratio of greater than or equal to 1 in 1000. Service
    unavailability does not include SESs associated with Scheduled Maintenance
    events, Customer-caused SESs, or SESs caused by companies other than Global
    Crossing.

    III.  MEAN TIME TO REPAIR (MTTR):

            A.  Global
    Crossing will guarantee a MTTR objective of [***] per trouble report, 7 x
    24. A Trouble Ticket will be created and completed for each outage. The MTTR
    calculation will be computed based on a summary of all monthly tickets.

            B.  The
    time will be measured by time that any portion of Global Crossing’s
    network was not available. Time will be measured in minutes, as a monthly
    average of all troubles.

    


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            C.  Time
    will be counted from the network alarm generation (at the point of failure)
    or trouble ticket creation and end at the latter of alarm condition
    clearance or Exodus notification to Global Crossing. The total network down
    time is divided by the number of documented trouble reports, to calculate
    the average.

            D.  Credits
    for Service Outages will be applied based on the applicable number of DS-0
    miles for the affected circuit. Credits for outages will apply on a per
    Service Outage basis as follows:

    

        1.  In
        the case of protected circuits, (a) any Service Outages over [***] will
        result in a credit toward the Total Initial Channel Miles equal to
        [***]% of  [***] month’s DS-0 miles, and (b) any Service Outages
        greater than or equal to [***] will result in a credit toward the Total
        Initial Channel Miles equal to [***]% of [***] month’s DS-0 miles.

      
    
    

        2.  In
        the case of unprotected circuits, (a) any Service Outages over [***]
        will result in a credit toward the Total Initial Channel Miles equal to
        [***]% of [***] month’s DS-0 miles, and (b) any Service Outages
        greater than or equal to [***] will result in a credit toward the Total
        Initial Channel Miles equal to [***]% of [***] month’s DS-0 miles.

      
    
            E.  MTTR
    is calculated on a monthly basis and is reported as the average repair
    duration in hours of all trouble tickets within the monthly reporting
    period.

    IV.  MEAN TIME TO RESPOND:

            A.  Global
    Crossing will meet a Mean Time to Respond commitment of [***] per trouble
    report on a 7 x 24 basis at all locations. The start time (alarm generation
    or trouble ticket creation) and response end-time (when Exodus is contacted)
    will be added to every trouble ticket.

            B.  Mean
    Time to Respond will be calculated on a monthly basis and is reported as the
    average duration in minutes to contact Exodus after the initial alarm or
    trouble report logging.

    V.  BIT ERROR RATE (BER):

            Global
    Crossing, as a minimum, will perform at a BER of less than [***].

    VI.  [***]

    [***]

    


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    EXHIBIT F

    IRU AGREEMENT

            Global
    Crossing USA, Inc (“GC USA”) and Exodus entered into a capacity purchase
    agreement on August 27, 1999 (the “CPA”) pursuant to which Exodus agreed
    to acquire and GC USA agreed to grant rights with respect to Capacity on an
    indefeasible right of use basis. The CPA provided that purchases of
    Additional Committed Capacity would be evidenced by the parties to the CPA
    executing Schedule 2A in the form set out in the CPA. Schedule 2A is
    attached to this Exhibit F and sets out details of the Additional Committed
    Capacity to be purchased by Exodus from Global Crossing or its Affiliates.

            Exodus
    and Global Crossing agree that the terms of the CPA shall apply to the
    purchase of the Additional Committed Capacity save as set out in this
    Exhibit F and Schedule 2A.

            References
    in the CPA to the Grantor shall be deemed to be references to Global
    Crossing or the relevant Global Crossing Affiliate which is granting the
    rights in the Additional Committed Capacity and capitalized words and
    phrases used in this Exhibit F shall, save where otherwise defined in this
    Exhibit F, or in the capacity agreement to which this Exhibit is attached
    (the “Agreement”) have the meanings set out in the CPA.

            In
    the event of any conflict between the terms of the CPA and this Exhibit F
    (including Schedule 2A) the terms of this Exhibit F shall prevail.

            Global
    Crossing and Exodus agree as follows:

    1.  Term. The term of
    the IRU granted to Exodus hereunder in respect to each Traffic Connection
    shall begin on the Activation Date of the relevant Traffic Connection and
    shall terminate on the tenth anniversary thereof. Section 12(c) of the CPA
    shall not apply to the Additional Committed Capacity.

    2.  Initial Payment. On
    29 September, 2000 Exodus shall pay $[***], being the Purchase Price for the
    Additional Committed Capacity, to the Global Crossing Account details of
    which are set out in Section 3A of the agreement to which this Exhibit F is
    attached, in immediately available Dollars. The Purchase Price shall be
    non-refundable.

    3.  Service Level Agreement.

            (a)  Exodus
    shall be entitled to a credit equal to [***] months Initial Annual
    Maintenance Cost Payment for the affected Traffic Connection if the Actual
    Availability Date for that Traffic Connection has not occurred by the date
    which is [***] days after the later of the Anticipated Availability Date for
    that Capacity and the Requested Activation Date. If the Actual Availability
    Date occurs between [***] and [***] days following the later of the
    Anticipated Availability Date and the Requested Activation Date of a Traffic
    Connection a further credit of an amount equal to an additional [***] months
    Initial Annual Maintenance Payment for the affected Traffic Connection will
    be credited towards Exodus’ Initial Annual Maintenance Payment for that
    Traffic Connection.

            (b)  Notwithstanding
    the foregoing if the Actual Availability Date for any Traffic Connection has
    not occurred by the later of the Delayed Availability Date (which for these
    purposes shall be the date which is [***] days from the Anticipated
    Availability Date of the relevant Traffic Connection) and the Requested
    Activation Date, then Exodus’ obligation to purchase that Traffic
    Connection shall terminate (unless Exodus requests an extension of time).
    The penalties specified in paragraph 3(a) above shall not apply in these
    circumstances. That portion of the Purchase Price previously received from
    Exodus in respect of the relevant Traffic Connection shall be retained by
    Global Crossing but Exodus shall be entitled to a credit (the “Credit”)
    equal to the amount of the Purchase Price previously received from Exodus
    which relates to such Traffic Connection. The Credit may be applied towards
    any future purchase of capacity by Exodus on the Global Crossing Network.

            (c)  Global
    Crossing will grant to Exodus a credit towards the Initial Maintenance Cost
    Payments (a “Maintenance Credit”) in the event of an Outage of the
    Additional Committed Capacity. An Outage is defined for these purposes as
    sustained loss of service of [***] consecutive minutes or more due to the
    failure of Global Crossing to make the relevant Additional Committed
    Capacity available during that period. An Outage will be evidenced by
    customer reported trouble tickets each month, as time stamped by the Global
    Crossing trouble ticketing system. An Outage will not include outage time
    which is a result of deactivation of the Global Crossing

    


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    Network in the circumstances described in
    section 7(a)(iii) of the CPA or as a result of any scheduled maintenance
    agreed between Global Crossing and Exodus.

            Exodus
    shall be entitled to a Maintenance Credit equal to [***]% of the Quarterly
    Initial Maintenance Cost Payment relating to the circuit which has suffered
    the Outage for each hour of outage. The maximum Maintenance Credit
    applicable in any [***] month period shall be an amount equal to [***]
    months Initial Maintenance Cost Payment for the relevant circuit.

            [***]

            (d)  Exodus
    shall not be entitled to any rights, remedies or damages whatsoever for the
    delay or non-occurrence of any Actual Availability Date other than as set
    out in this paragraph 3. Section 2(d) of the CPA shall not apply to this
    Exhibit F.

    4.  Capacity to Vienna.
    The availability of the Additional Committed Capacity between Berlin, Vienna
    and Munich (the “Vienna Circuit”) is subject to board approval by Global
    Crossing. If such approval is not obtained by 31 October 2000 the parties
    obligations in respect of the Vienna Circuit will cease and this Exhibit F
    will cease to have any further effect in respect of the Vienna Circuit. The
    portion of the Purchase Price relating to the Vienna Circuit shall be
    retained by Global Crossing and will be credited towards any future purchase
    of Capacity by Exodus on the Global Crossing Network.

    5.  Early Activation.
    Exodus may, at any time following the date of the Agreement, serve notice to
    amend the Requested Activation Date of any of the Additional Committed
    Capacity to an earlier date than that set out in Schedule 2A. Global
    Crossing may meet such amended Requested Activation Date if the relevant
    Additional Committed Capacity is available but its obligations under this
    Exhibit F shall be unaffected.

    6.  Local Loops.
    Global Crossing will, when requested by Exodus, order and provision local
    loops on its behalf. The terms and conditions relating to such local loops
    will be set out in a separate Premise Access Service Agreement entered into
    between the parties.

    7.  Collocation.
    Global Crossing will, when requested by Exodus and subject to availability,
    offer collocation to Exodus. The parties will enter into a separate
    collocation agreements in respect of each collocation space.

    8.  Los Angeles to Sydney.
    Global Crossing intends to provide the Additional Committed Capacity
    between Los Angeles and Sydney on the Southern Cross Network. Global
    Crossing will allow Exodus to drop/insert in Hawaii if Global Crossing has
    the right to do so under the rights obtained by it in respect of its use of
    that network and subject to payment by Exodus of an amount equal to the cost
    to Global Crossing of it making such drop/insert available to Exodus.

    9.  Option to Purchase London
    to Dublin Capacity. Exodus shall have the option to cancel its
    commitment to purchase 1 STM-1 between the Global Crossing POPs in London
    and Dublin (the “Dublin Circuit”) prior to activation of the Dublin
    Circuit by giving notice in writing to Global Crossing that it wishes to
    cancel such circuit. If Exodus does cancel this commitment, Global Crossing
    shall be entitled to retain the Purchase Price of the Dublin Circuit and
    Exodus shall be entitled to a credit equal to such Purchase Price to be
    applied towards any future purchase of Capacity by Exodus on the Global
    Crossing Network.

    10.  Further Assurance. At
    any time and from time to time, upon the request of Global Crossing , Exodus
    shall or shall procure that its Affiliates shall, execute and deliver such
    further documents and do such other acts and things as Global Crossing may
    reasonably request in order to fully effect the purposes of this Agreement
    and /or to comply with local legal or regulatory requirements in the
    jurisdictions in which the Additional Committed Capacity is situated.

    


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    Schedule 2A

    COMMITMENT FOR ADDITIONAL CAPACITY

                 This
    Commitment is executed and delivered pursuant to Section 2(b) of the
    Capacity Purchase Agreement, dated August 27, 1999, between Exodus and GC
    USA except that the parties to this Commitment are Exodus and Global
    Crossing. The undersigned hereby agree that all the terms and conditions of
    such Capacity Purchase Agreement shall apply to the purchase of the Capacity
    set forth below. Traffic Connections are to be described as Point of
    Presence to Point of Presence (for example, New York - Tokyo). If more than
    one location for connectivity exists in a particular city, the specific
    address of the intended Point of Presence should be set forth in a footnote
    to this Schedule.

    											
	Traffic Connection		Number of MCUs		Purchase Price per
          MCU		Initial Annual
          Maintenance Cost Payment per MCU		Anticipated
          Availability Date		Requested
          Activation Date
	New York to Miami		1 STM-4		$[***]		$[***] per STM-4		December 1, 2000		December 1, 2000
	PEC ring connecting London,
          Paris, Frankfurt, Amsterdam and Munich		3 STM-1’s		$[***] for the 3 STM-1’s
          *		$[***] per STM-4 ring per
          annum		December 30, 2000		December 30, 2000
	Frankfurt to Berlin		1 STM-4c		$[***]		$[***] per STM-4 per annum		March 1, 2001		March 1, 2001
	Amsterdam to Stockholm to
          Berlin		1 STM-4c		$[***]		$[***] per STM-4 per annum		June 30, 2001		June 30, 2001
	Madrid to Milan to Munich		1 STM-4c		$[***]		$[***] per STM-4 per annum		March 1, 2001		March 1, 2001
	Paris to Madrid		1 STM-4c		$[***]		$[***] per STM-4 per annum		September 30, 2001		September 30, 2001
	Berlin to Vienna to Munich		1 STM-4c		$[***]		$[***] per STM-4 per annum		September 30, 2001		September 30, 2001
	New York to London		2 STM-1’s		$[***] for the 2 STM-1’s
          *		$[***] per STM-4 per annum		November 30, 2000		November 30, 2000
	New York to Frankfurt		2 STM-1’s		$[***] for the 2 STM-1’s
          *		$[***] per STM-4 per annum		November 30, 2000		November 30, 2000
	Dublin to London		1 STM-1		$[***]		$[***] per STM-1 per annum		30 days from written
          notification by Exodus		30 days from written
          notification by Exodus
	Los Angeles to Sydney		1 STM-1		$[***]		$[***] per STM-1 per annum		November 30, 2000		November 30, 2000


    

    ______________

    
   *    As
      soon as practicable after the written request of Exodus Global Crossing
      will regroom these circuits and the circuits previously purchased by
      Exodus on these Traffic Connections pursuant to the CPA to an STM-4 on
      each of these Traffic Connections

    
    


    

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    GLOBAL CROSSING POP ADDRESSES

    	AMSTERDAM	BERLIN	FRANKFURT	HONG KONG	LA
	Amsterdam – Koningsracht

          J. Geesinkweg 401-404

          1096 AX Amsterdam

          Duivendrecht

          Netherlands	Kitengstrasse 15-19

          12277 Berlin

          Germany	Rebstockerstrasse 31

          60326 Frankfurt

          Germany	3/F, Sino Favour Centre

          1 on Yip St.

          Chai Wan

          Hong Kong

          China	624 South Grand

          Suite 1020

          Los Angeles

          CA 90017
					
	LONDON	MADRID	MIAMI	MILAN	MUNICH
	London Switch Ltd.

          240 East India Dock Road,

          London, E149YY	Bardadillo 4

          Madrid

          Spain	Suite 142S

          Miami Telehouse

          36 NE 2nd St.

          Miami, FL 33131	Via San Giusto 51

          Milan

          Italy	Arnulstrasse 32

          80335

          Munich, Germany
					
	NEW YORK	PARIS		STOCKHOLM	SYDNEY
	60 Hudson Street

          Room 204

          New York, NY 10013, USA	BIC Building

          7-9 Rue Petit

          92110 Clichy

          Paris, France		(To be determined)	(To be determined)
					
	TOKYO	VIENNA			
	Fukide Building

          4-1-13 Toranomon

          Minato-ku

          Tokyo, Japan	(To be determined)			


    

    

    

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