Subscription, Sale and Purchase Agreement

Exhibit 10.33





CONFORMED COPY

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Dated 15th November, 1999

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HUTCHISON WHAMPOA LIMITED





HUTCHISON TELECOMMUNICATIONS LIMITED





GLOBAL CROSSING LTD.





GLOBAL CROSSING LTD.





HCL HOLDINGS LIMITED







________________________________________



SUBSCRIPTION AND SALE AND

PURCHASE AGREEMENT

in relation to

HCL HOLDINGS LIMITED



________________________________________





EXHIBIT 10.33



THIS AGREEMENT is made on 15th November, 1999



BETWEEN:



(1) HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong and having

its registered office at 22nd Floor, Hutchison House, 10 Harcourt Road,

Hong Kong (the "Vendor Guarantor");



(2) HUTCHISON TELECOMMUNICATIONS LIMITED, a company incorporated in Hong Kong

and having its registered office at 22nd Floor, Hutchison House, 10

Harcourt Road, Hong Kong (the "Vendor");



(3) GLOBAL CROSSING LTD., a company incorporated in Bermuda and having its

registered office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda

(the "Purchaser");



(4) GLOBAL CROSSING LTD., a company incorporated in Bermuda and having its

registered office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda

(the "Purchaser Guarantor"); and



(5) HCL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands

and having its registered office at P.O. Box 146, Road Town, Tortola,

British Virgin Islands (the "Company").



WHEREAS:



(A) The Company is a company limited by shares incorporated in the British

Virgin Islands. The authorised share capital of the Company is as at the

date hereof US$50,000.00 divided into 50,000 shares of US$1.00 each.

Certain other particulars of the Company are set out in Schedule 1.



(B) Hutchison Communications Limited ("HCL") is a company limited by shares

incorporated in Hong Kong and is a wholly-owned subsidiary of the Company.

Certain other particulars of HCL are set out in Schedule 2.



(C) Immediately prior to Completion, the Vendor will be the beneficial owner of

three shares of US$1.00 each in the Company, all of which will have been

issued and fully paid up or credited as fully paid up and will represent

the entire issued share capital of the Company.



(D) The Vendor has agreed to sell and the Purchaser has agreed to purchase the

Vendor Share (as hereinafter defined) subject to and upon the terms and

conditions hereinafter appearing.



(E) The Purchaser has agreed to subscribe for and the Company has agreed to

issue and allot the New Share (as hereinafter defined).





(F) Following completion of the transactions described in Recitals (D) and (E),

the Vendor and the Purchaser will each be the holder of one half of the

issued share capital of the Company.



(G) The Purchaser may, in accordance with Clause 2.3, transfer its rights and

obligations under this Agreement to another person. The Purchaser

Guarantor agrees to enter into this Agreement to, inter alia, guarantee the

due and punctual performance of the obligations of that person.



(H) The Vendor is a wholly-owned subsidiary of the Vendor Guarantor. In

consideration of the Purchaser entering into this Agreement and at the

request of the Vendor, the Vendor Guarantor agrees to enter into this

Agreement to, inter alia, guarantee the due and punctual performance of the

obligations of the Vendor hereunder.



NOW IT IS HEREBY AGREED as follows:



1. DEFINITIONS AND INTERPRETATION



1.1 In this Agreement (including the recitals above), the words and expressions

set out below shall have the following meanings attributed to them:



"Accounts" the HCL Accounts, the HMSL Accounts, the HGNL

Accounts and the Partnership Accounts;



"Accounts Date" 31st December, 1998;



"Affiliate" in relation to a company, any body corporate which

is for the time being the holding company or a

subsidiary of that company or a subsidiary of that

holding company ("holding company" and

"subsidiary" have for purposes of this Agreement

the meaning ascribed thereto in Section 2 of the

Companies Ordinance, Chapter 32 of the Laws of

Hong Kong);



"Agreement" this Agreement including its schedules and

exhibits;



"Business Day" a day on which banks in Hong Kong, New York and

Los Angeles are open for business (other than a

Saturday or a Sunday);



"Business Plan" the business plan of the Group set out in Exhibit

L;



"Certificate of the certificate of designations of the

Designations" Convertible Preferred Stock a draft of which is in

the agreed form;



"Completion" completion of the sale and purchase of the Vendor

Share and the subscription, issue and allotment of

the New Share in accordance with Clause 5 and

Schedule 3;



"Completion (a) if the Completion Date is on or before 15th

Accounts" January, 2000, the audited consolidated accounts

of the Group made up to 31st December, 1999; and



(b) if the Completion Date is after 15th January,

2000, the consolidated accounts of the Group made

up to the Completion Date and audited by the

auditors for the time being of the Company;



"Completion Date" (a) if the Conditions are satisfied before 31st

December, 1999, 3rd January, 2000; and



(b) if the Conditions are satisfied after 31st

December, 1999, the day falling ten Business Days

after the Conditions (other than the Condition in

Clause 4.1(e)) are so satisfied or waived but in

no event later than the End Date;



"Conditions" the conditions precedent set out in Clause 4.1 and

the expression "Condition" shall mean any of them;



"Consideration" the consideration due by the Purchaser in

accordance with Clause 3;



"Convertible the convertible preferred stock to be issued by

Preferred Stock" the Purchaser Guarantor, the terms and conditions

of which are set out in the Certificate of

Designations;



"Counter-indemnities" the counter-indemnities, particulars of which are

set out in Schedule 6;



"Disclosure Letter" the letter of even date herewith written by the

Vendor to the Purchaser and the Purchaser



Guarantor for the purposes of Clause 6.13(e)

before execution of this Agreement;



"End Date" 15th March, 2000 or such later date as the parties

may agree in writing;



"Exchange Act" the Securities Exchange Act of 1934 of the United

States;



"Excluded Business" the businesses of the provision of paging, call

centres and other ancillary services and the sales

of mobile phones, pagers and accessories carried

on and operated by HCL and the other retailing

activities to be within the scope of the Marketing

and Distribution Agreement;



"Excluded Business the arrangements for the transfer of the

Transfer Arrangements" Excluded Business and the Excluded Companies, a

summary of which is set out in Schedule 7;



"Excluded Companies" Mollson Limited, Hutchison-Management of

Telecommunication Services Limited, Goldpraise

Limited and Goldtop Limited and "Excluded Company"

means any of them;



"Global Crossing the licence agreement regarding the licence of

Licence Agreement" certain trademarks between a wholly-owned

subsidiary of the Purchaser Guarantor and HCL to

be executed by the parties thereto at Completion a

draft of which is in the agreed form;



"Global Crossing the agreement between the Company and Global

Network Agreement" Crossing USA Inc. to be entered into between the

parties thereto at Completion a draft of which is

in the agreed form;



"Group" the Company and the Subsidiaries, the expression

"Group Company" means any of them and the

expression "Group Companies" means all of them;



"Hong Kong" the Hong Kong Special Administrative Region of the

People's Republic of China;



"H" Hutchison Telecommunications (Hong Kong) Limited;



"H Service Agreement" the service agreement between H, HWL and HCL to be

executed by the parties thereto at Completion a

draft of which is in the agreed form;



"HCL Accounts" the audited accounts of HCL for the period ended

on and as at the Accounts Date, a copy of which is

in Exhibit A;



"HCL Network the partnership between Hongville Limited,

Partnership" Palliser Investments Limited and Aberdeen

Commercial Investments Limited constituted by a

partnership agreement dated 30th June, 1994 for

the purpose of leasing telecommunications

equipment to HCL, to be reorganised pursuant to

the Partnership Agreement;



"HGNL Accounts" the audited accounts of Hutchison Global Net

Limited ended on and as at the Accounts Date, a

copy of which is in Exhibit A;



"HMSL Accounts" the audited accounts of Hutchison Multimedia

Services Limited for the period ended on and as at

the Accounts Date, a copy of which is in Exhibit

A;



"Hutchison Licence the licence agreement regarding the licence of

Agreement" certain trade marks between Hutchison Whampoa

Enterprises Limited, HWL and HCL to be executed by

the parties thereto at Completion a draft of which

is in the agreed form;



"HWL Service Agreement" the service agreement between the Vendor Guarantor

and HCL to be executed by the parties thereto at

Completion a draft of which is in the agreed form;



"Intellectual Property" means patents, trade marks and service marks,

rights in designs, trade or business names, domain

names, copyrights and topography rights (whether

or not any of these is registered and including

applications for registration of any



such thing) and rights under licences and consents

in relation to any such thing and all rights or

forms of protection of a similar nature or having

equivalent or similar effect to any of these which

may subsist anywhere in the world;



"in the agreed form" in the form agreed (subject to Clause 4.12)

between the Vendor and the Purchaser, as evidenced

by initialling on their behalf simultaneously with

the execution of this Agreement;



"Interconnect Agreement" the agreement between Hutchison Telephone Company

Limited, HWL and HCL regarding interconnection to

be executed by the parties thereto at Completion a

draft of which is in the agreed form;



"Leased Lines Agreement" the agreement between HCL, HWL and Hutchison

Telephone Company Limited regarding leased lines

to be executed by the parties thereto at

Completion a draft of which is in the agreed form;



"Management Accounts" the unaudited proforma consolidated management

accounts of the Group Companies as at the

Management Accounts Date (prepared on the basis

that the Excluded Business Transfer Arrangements

and the restructuring referred to in Clause 4.5(d)

have taken place), a copy of which is in Exhibit

B;



"Management Accounts 30th September, 1999;

Date"



"Marketing and the agreement between HCL, HWL and Hutchison

Distribution Agreement" Paging Services Limited regarding marketing and

distribution services to be provided by Hutchison

Paging Services Limited to be executed by the

parties thereto at Completion a draft of which is

in the agreed form;



"MDC Agreement" the agreement between Global Crossing Holdings

Ltd. and HCL regarding a media distribution centre

to be executed by the parties



thereto at Completion a draft of which is in the

agreed form;



"New Share" means one new Share to be subscribed by the

Purchaser and issued and allotted by the Company

under this Agreement;



"OFTA" Office of the Telecommunications Authority;



"Partnership Accounts" the audited accounts of the HCL Network

Partnership for the period ended on and as at the

Accounts Date, a copy of which is in Exhibit A;



"Partnership Agreement" the deed between Hongville Limited, Palliser

Investments Limited, Aberdeen Commercial

Investments Limited, HCL and HCL Network

Partnership Holdings Limited referred to in Clause

4.5(d) in the agreed form to be executed by the

parties thereto at or before Completion whereby,

inter alia, HCL, Hongville Limited and HCL Network

Partnership Holdings Limited become respectively

99.98%, 0.01% and 0.01% partners of HCL Network

Partnership;



"Proceedings" any proceedings, suit or action arising out of or

in connection with this Agreement;



"Proforma 1998 Accounts" the unaudited proforma consolidated accounts of

the Group Companies for the period ended on and as

at the Accounts Date (prepared on the basis that

the Excluded Business Transfer Arrangements and

the restructuring referred to in Clause 4.5(d)

have taken place), a copy of which is in Exhibit

A;



"Purchaser Conditions" the Conditions in Clause 4.1(a)(ii), 4.1(b),

4.1(e)(ii), 4.1(f)(ii) and 4.1(h);



"Purchaser Warranties" the representations, warranties and undertakings

set out in Clause 7 and Part 3 of Schedule 5 given

by the Purchaser under this Agreement and under

the completion certificate to be provided under

Clause 4.1(h) and "Purchaser Warranty" shall be

construed accordingly;



"Purchaser Guarantor the representations, warranties and undertakings

Warranties" set out in Clause 7 and Part 4 of Schedule 5 given

by the Purchaser Guarantor under this Agreement

and under the completion certificate to be

provided under clause 4.1(h) and "Purchaser

Guarantor Warranty" shall be construed

accordingly;



"Purchaser Parties" the Purchaser, the Purchaser Guarantor and each

subsidiary of the Purchaser Guarantor which is a

party to any Relevant Agreement and "Purchaser

Party" means any of them;



"Registration Rights the registration rights agreement between the

Agreement" Purchaser Guarantor and the Vendor to be executed

by the parties thereto at Completion a draft of

which is in the agreed form;



"Relevant Agreements" this Agreement, the Global Crossing Network

Agreement, the H Service Agreement, the HWL

Service Agreement, the Hutchison Licence

Agreement, the Global Crossing Licence Agreement,

the Marketing and Distribution Agreement, the

Partnership Agreement, the Shareholders Agreement,

the Tax Covenant, the Registration Rights

Agreement, the MDC Agreement, the Interconnect

Agreement, the Leased Lines Agreement and the

Certificate of Designations and "Relevant

Agreement" means any of them;



"SEC" the Securities and Exchange Commission of the

United States of America;



"Securities Act" the Securities Act of 1933 of the United States;



"Shareholders Agreement" the shareholders agreement between the Vendor, the

Vendor Guarantor, the Purchaser, the Purchaser

Guarantor and the Company in the agreed form to be

executed by the parties thereto at Completion;



"Shares" means shares of US$1.00 each in the capital of the

Company;



"Subsidiaries" the companies which are to be the subsidiaries of

the Company at Completion, particulars of which

are set out in Schedule 2;



"Target Date" 15th December, 1999;



"Taxation" (a) any form of tax whenever created or imposed and

whether of Hong Kong or elsewhere, payable to or

imposed by any Taxation Authority and includes,

without limitation, profits tax, provisional

profits tax, interest tax, salaries tax, property

tax, taxes on gross or net income or receipts,

taxes on gains, estate duty, capital duty, stamp

duty, payroll tax, sales or use tax, franchise

tax, ad valorem tax, transfer tax, value added tax

and other similar liabilities or contributions and

any other taxes, levies, duties, charges, imposts

or withholdings similar to, corresponding with, or

replacing or replaced by any of the foregoing; and



(b) all charges, interest, additional tax, penalties

and fines, incidental or relating to any taxation

falling within (a) above



and includes (for the avoidance of doubt) any of

the foregoing (within (a) or (b)) which arises out

of the Excluded Business Transfer Arrangements and

the restructuring referred to in Clause 4.5(d) or

which are payable by or imposed on the HCL Network

Partnership;



"Taxation Authority" the Inland Revenue Department of Hong Kong and/or

any other revenue, customs, fiscal governmental,

statutory, central, federal, regional, state,

provincial, local governmental or municipal

authority, body or person, whether of Hong Kong or

elsewhere;



"Tax Covenant" the tax covenant to be executed in the agreed form

by the Vendor and the Vendor Guarantor in favour

of the Purchaser, the Purchaser Guarantor and the

Company at Completion;



"Vendor Conditions" the Conditions except (i) the Purchaser Conditions

and (ii) the Condition in Clause 4.1(l);



"Vendor Parties" the parties to the Relevant Agreements (other than

the Purchaser Parties) and the Group Companies and

"Vendor Party" means any of them;



"Vendor Share" one issued Share to be sold by the Vendor and

purchased by the Purchaser under this Agreement;



"Vendor Warranties" the representations, warranties and undertakings

set out in Clause 6 and Part 1 of Schedule 5 given

by the Vendor under this Agreement and under the

completion certificate to be provided under Clause

4.1(g) and "Vendor Warranty" shall be construed

accordingly;



"Vendor Guarantor the representations, warranties and undertakings

Warranties" set out in Clause 6 and Part 2 of Schedule 5 given

by the Vendor Guarantor under this Agreement and

under the completion certificate to be provided

under Clause 4.1(g) and "Vendor Guarantor

Warranty" shall be construed accordingly;



"Warranties" the Vendor Warranties, the Vendor Guarantor

Warranties, the Purchaser Warranties and the

Purchaser Guarantor Warranties and "Warranty"

shall be construed accordingly;



"HK$" and "Hong Kong Hong Kong dollars, the lawful currency of Hong

dollars" Kong; and



"US$" and "US dollars" United States dollars, the lawful currency of the

United States of America.



1.2 References to statutory provisions shall where the context so admits or requires be construed as references to those provisions as respectively amended, consolidated, exten ...