Share Purchase Agreement, dated December 28, 2006



 Exhibit 4.13 
  
 Dated: 28 December 2006 
  
 (1)    GC ACQUISITIONS UK LIMITED 
 (as the Vendor) 
  
 (2)    GLOBAL
CROSSING (UK) TELECOMMUNICATIONS LIMITED 
 (as the Purchaser) 
  

  
 SHARE PURCHASE AGREEMENT 
 relating to 
 the sale and purchase of the entire issue share capital 
 of 
 FIBERNET GROUP LIMITED 
  

  
 

 
 London 
  
 99 Bishopsgate 
 London EC2M 3XF 
 +44 (0)20 7710 1000 (Tel) 
 +44 (0)20 7374 4460
(Fax)  
 www.lw.com 







 THIS AGREEMENT is dated 28 December 2006 and made 
  
 BETWEEN 
  

	 	(1)	GC ACQUISITIONS UK LIMITED a company registered in England under number 5909904 whose registered office is at One London Bridge, London SE1 9BG (the
“Vendor”); and 

  

	 	(2)	GLOBAL CROSSING (UK) TELECOMMUNICATIONS LIMITED a company registered in England under number 2495998 whose registered office is at One London Bridge, London SE1 9BG (the
“Purchaser”). 

  
 WHEREAS: 
  

	 	(A)	The Company has entered into a share purchase agreement to effect the transfer from the Company to Global Crossing International, Ltd. of the entire issued share capital of Fibernet
Holdings Limited (which has a wholly owned subsidiary, Fibernet GmbH) and Fibernet Quest Limited (the “SPA”). 

  

	 	(B)	The Company has two subsidiary undertakings, being the Subsidiaries as defined below. The Vendor now wishes to transfer to the Purchaser the entire issued share capital of the
Company. 

  

	 	(C)	The Vendor is the beneficial owner of the entire issued share capital of the Company comprising 61,992,692 ordinary shares with a par value of £0.10. 


 

	 	(D)	The Purchaser wishes to acquire from the Vendor the entire issued share capital of the Company at its market value of £49,800,000 plus costs of £3,300,000 incurred by
the Vendor in the acquisition of the Company payable in cash on Completion of the sum of £53,100,000 and on the terms of this Agreement. 

  

	 	(E)	The Vendor and the Purchaser have valued the entire issued share capital of the Company at £53,100,000. 

  
 NOW IT IS HEREBY AGREED as follows: 
  
 1.    Interpretation 
  
 In this Agreement, where the context admits: 
  
 the “Company” means Fibernet Group Limited a company
registered in England under number 3151663; 
  
 “Completion” shall have the meaning given to it in Clause 4; 
  
 “Consideration” means the sum of £53,100,000; 
  
 the “Sale Shares” means ordinary shares of £0.10 each in the Company referred to in Recital (C);

  
 the “Subsidiaries” means Fibernet Limited (a
company registered in England under number 1992473) and Fibernet UK Limited (a company registered in England under number 2940263); and 
  
 any reference to a “party” or “parties” is to a party or the parties (as the case may be) to this Agreement and shall include any
permitted assignees of a party. 
  
 2.    Sale of the
Sale Shares 
  
 2.1    Terms of Sale

  
 Subject to the terms of this Agreement, the Vendor shall,
for the Consideration, sell and the Purchaser shall purchase, free from all liens, charges, equities and encumbrances and together with all rights now or hereafter attaching thereto, the Sale Shares. 
  
 2.2    No covenants for title 
  
 The Sale Shares are sold without any covenants, assurances or warranties as
to title and the Purchaser shall accept the Vendor’s title thereto without requisition or objection. 
  
 3.    Condition Precedent 
  
 Completion shall be conditional on: 
  

	 	(A)	the completion of the SPA; and 

  

	 	(B)	the receipt by the Purchaser from Global Crossing (UK) Finance plc of an amount equal to the Consideration in cleared funds. 

  

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 4.    Completion 
  
 4.1    Date of Completion 
  
 Completion shall take place at 1 London Bridge, London SE1 9BG after satisfaction of the conditions referred to in clause 3.

  
 4.2    Vendor’s Obligations 
  
 On Completion, the Vendor shall deliver to the Purchaser duly executed
transfers of the Sale Shares in favour of the Purchaser or its nominees, together with the relevant share certificates. 
  
 4.3    Purchaser’s Obligations 
  
 On Completion, the Purchaser shall effect payment to the Vendor in full of the Consideration by payment into the Vendor’s bank account. 

 
 5.    Further Assurance 
  
 At any time after the date hereof the Vendor shall, at the request and cost
of the Purchaser, execute such documents and do such acts and things as the Purchaser may reasonably require for the purpose of vesting the Sale Shares in the Purchaser or its nominees and giving to the Purchaser the full benefit of all the
provisions of this Agreement. 
  
 6.    No
Warranties 
  
 Neither the Vendor nor the Purchaser gives
the other any representation, warranty or undertaking in relation to the Sale Shares or the affairs of the Company. 
  
 7.    Counterparts 
  
 This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of
which together constitute one and the same instrument. 
  
 8.    Law 
  
 This
Agreement shall be governed by and construed in accordance with English law. No person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

  
 AS WITNESS the hands of the duly authorised
representatives of the parties the day and year first before written. 
  

					
	 SIGNED by
	  	)	  	
	 duly authorised for and
	  	)	  	 /s/ Jean F.H.P. Mandeville

	 on behalf of
	  	)	  	
	 GC ACQUISITIONS UK LIMITED
	  	)	  	
			
	 SIGNED by
	  	)	  	
	 duly authorised for and
	  	)	  	
	 on behalf of
	  	)	  	 /s/ Phil Metcalf

	 GLOBAL CROSSING (UK)
 TELECOMMUNICATIONS LIMITED
	  	)
)	  	

  

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