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Form Of Shareholder Agreement

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EXHIBIT 10.1


SUBSCRIPTION AND SHAREHOLDERS AGREEMENT


dated as of


[ ], 2000


among


GLOBAL CROSSING LTD.,


SOFTBANK CORP.,


MICROSOFT CORPORATION


and


ASIA GLOBAL CROSSING LTD.


2


TABLE OF CONTENTS


PAGE


ARTICLE I DEFINITIONS.........................................................1


ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS..........................5


Section 2.1 Organization and Qualification.............................5
------------------------------
Section 2.2 Authorization; Consents; No Conflicts......................5
-------------------------------------
Section 2.3 Compliance with Applicable Law.............................6
------------------------------
Section 2.4 Company Representations and Warranties.....................6
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Section 2.5 No Binding Commitments To Transfer.........................6
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ARTICLE III AGREEMENTS........................................................6


Section 3.1 Non-Competition............................................6
---------------
Section 3.2 Additional Obligations of Softbank and Microsoft...........8
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Section 3.3 Technology.................................................9
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Section 3.4 Pacific Crossing..........................................10
----------------
Section 3.5 Corporate Governance......................................10
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Section 3.6 Requirements for Board Action.............................11
-----------------------------
Section 3.7 Agreement to Bind Affiliates..............................12
----------------------------


ARTICLE IV MISCELLANEOUS.....................................................13


Section 4.1 Confidentiality...........................................13
---------------
Section 4.2 Choice of Forum...........................................13
---------------
Section 4.3 Injunctive Relief; Specific Performance...................13
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Section 4.4 Assignment................................................14
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Section 4.5 Notices...................................................14
-------
Section 4.6 Third Party Beneficiary...................................16
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Section 4.7 Section Headings..........................................16
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Section 4.8 Choice of Law.............................................16
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Section 4.9 Entire Agreement..........................................16
----------------
Section 4.10 Severability..............................................16
------------
Section 4.11 Cumulative Rights.........................................16
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Section 4.12 Counterparts..............................................16
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3


Section 4.13 Other Covenants.....................................16
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SCHEDULE 1 18


SCHEDULE 3.5(B) 19


Schedule 1 Territory Schedule 3.5(b) Existing Affiliated Contracts


Exhibit A Memorandum of Association of the Company Exhibit B Amended and Restated Bye-Laws of the Company


ii


4


SUBSCRIPTION AND SHAREHOLDERS AGREEMENT, dated as of [ ], 2000 (this "Agreement"), among GLOBAL CROSSING LTD., a company incorporated under the laws of Bermuda ("Global Crossing"), SOFTBANK CORP., a Japanese corporation ("Softbank"), MICROSOFT CORPORATION, a Washington corporation ("Microsoft") and ASIA GLOBAL CROSSING LTD., a company incorporated under the laws of Bermuda (the "Company").


W H E R E A S:


WHEREAS, this Agreement sets forth certain understandings regarding the Shareholders' (as defined herein) relationship with the Company and each other.


NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE I
DEFINITIONS


1.1 (a) As used in this Agreement, the following capitalized terms shall have the following meanings:


"Affiliate" of a Person means any other Person that, directly or
indirectly through one or more intermediaries, Controls, is Controlled by
or is under common Control with such first Person.


"Agreement" as defined in the preamble hereto.


"Board of Directors" means the board of directors of the Company or
the Operating Company, as the case may be.


"Business Day" means any day other than a Saturday, a Sunday or a
United States federal or Bermuda holiday.


"Bye-Laws" means the Bye-Laws of the Company, as in effect from time
to time.


"Capacity Commitment Agreement" means the Capacity Commitment
Agreement, dated as of November 24, 1999, among the Company, Global
Crossing USA, Inc., a wholly owned subsidiary of Global Crossing Ltd.,
Softbank and Microsoft, as the same may be amended, supplemented or
otherwise modified from time to time.


"Class A Common Shares" means the Class A Common Shares of the
Company, par value $0.01 per share.


"Class B Common Shares" means the Class B Common Shares of the
Company, par value $0.01 per share.


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"Common Shares" means collectively the Class A Common Shares, the
Class B Common Shares and any common shares of any other class that the
Company may issue from time to time.


"Company" as defined in the preamble hereto.


"Company Business" means the development, creation, launch,
acquisition, ownership and the provision of services through or in
connection with (i) undersea cable systems into or within the Territory,
(ii) intercity networks within the Territory, (iii) Intracity Networks and
(iv) the GlobalCenter Asia Business within the Territory.


"Competing Entity" as defined in Section 3.1(a).


"Confidential Information" as defined in Section 4.1(a).


"Control" means, with respect to any Person, the power to direct or
cause the direction of the management of such Person, directly or
indirectly, whether through the ownership of voting securities, by
contract or otherwise. The terms "Controlling" and "Controlled" have
meanings correlative to the foregoing.


"Controlled Subsidiary" means (a) with respect to Microsoft, a
wholly-owned Subsidiary of Microsoft, (b) with respect to Softbank, a
Subsidiary of Softbank that is (x) a corporation as to which the
percentage referred to in clause (i) of the definition of "Subsidiary" is
80% or more or (y) an entity of the kind referred to in clause (ii) of the
definition of "Subsidiary" that is Controlled by Softbank and as to which
the percentage referred to in clause (ii) of the definition of "Subsidiary
is 80% or more and (c) with respect to Global Crossing, a Subsidiary of
Global Crossing that is (x) a corporation as to which the percentage
referred to in clause (i) of the definition of "Subsidiary" is more than
50% or (y) an entity of the kind referred to in clause (ii) of the
definition of "Subsidiary" that is Controlled by Global Crossing and as to
which the percentage referred to in clause (ii) of the definition of
"Subsidiary" is more than 50%.


"Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.


"Fiscal Year" means the 12-months (or shorter) period ending on
December 31 of each calendar year.


"GlobalCenter Asia Business" means the Web Hosting Business within
the Territory; provided, however, for the purposes of Section 3.1 this
definition shall mean complex web hosting services and server farms.


"Global Crossing" as defined in the preamble hereto.


"Governing Law" means the laws of Bermuda.


"Governmental Approval" means any consent, approval, order or
authorization of, or registration, declaration or filing with, any
Bermuda, United States federal, state or municipal, Japanese or any other
foreign or other governmental department, commission,


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board, bureau, agency or instrumentality required to authorize or permit
the execution or delivery by any Person of this Agreement or the
performance by such Person of any transaction contemplated hereby or
thereby.


"Governmental Entity" means any foreign, federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality.


"HGC Contribution Agreement" means the Purchase, Contribution and
Indemnification Agreement, dated as of May 11, 2000, among Global
Crossing, Microsoft, Softbank, the Company and the other parties named
therein.


"Intracity Network" as defined in Section 3.1(f).


"Invest In" as defined in Section 3.1(a).


"Memorandum of Association" means the Memorandum of Association of
the Company or the Operating Company, as the case may be, as amended from
time to time.


"Microsoft" as defined in the preamble hereto.


"Permitted Holder" means, with respect to Global Crossing, any of
(i) Pacific Capital Group, Inc. and its Affiliates, (ii) CIBC Oppenheimer
Corp. and its Affiliates and (iii) any other "person" (as such term is
used in Section 13(d)(3) of the Exchange Act) which, together with such
person's Affiliates, is the "beneficial owner" (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act) on the date hereof of
more than 20% of the common stock of Global Crossing.


"Permitted Transferee" as defined in Section 3.1(g).


"Person" means any individual, firm, corporation, partnership,
limited liability company, trust, joint venture, governmental authority or
other entity.


"Representatives" of a Person means the directors, officers,
employees, agents, advisors and consultants of such Person.


"Service" of any Person means the collective reference to the one or
more data, Internet or telecom services and GlobalCenter Asia Businesses
developed, owned, offered, licensed or operated by such Person.


"Shareholder" means each of Global Crossing, Softbank and Microsoft
and each other Person, if any, that hereafter becomes a party to this
Agreement, in each case for as long as Global Crossing, Microsoft,
Softbank or such other Person, as the case may be, together with their
respective Affiliates, shall own, directly or indirectly, beneficially or
of record, at least 5% of the outstanding Common Shares of the Company.


"Softbank" as defined in the preamble hereto.


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"Subsidiary" means as to any Person, (i) any corporation of which
more than 50% of the outstanding stock of any class or classes having by
the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time
stock of any class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
owned by such person and/or one or more Subsidiaries of such person and
(ii) any partnership, association, joint venture or other entity in which
such person and/or one or more Subsidiaries of such person have more than
a 50% equity interest therein.


"Territory" means the collective reference to the countries listed
in Schedule 1 hereto.


"Transfer" means, directly or indirectly, (i) to sell, transfer,
tender, assign, encumber, grant security interests in or otherwise dispose
of (including pursuant to a merger, amalgamation or otherwise by operation
of law) or enter into any contract, pledge, option or other agreement,
arrangement or understanding with respect to the sale, transfer, tender,
assignment or other disposition of (including pursuant to a merger,
amalgamation or otherwise by operation of law); provided, however, that in
the case of Softbank, Microsoft and Global Crossing, a merger,
amalgamation, consolidation or similar transaction involving any such
Shareholder shall not be deemed a Transfer, or (ii) to grant any proxies
or power of attorney, deposit into a voting trust or enter into a voting
agreement or otherwise transfer voting power (including by general or
specific, revocable or irrevocable proxy or otherwise) with respect to, in
each case, any Common Shares. The terms "Transferred", "Transferring",
"Transferor" and "Transferee" have the meanings correlative to the
foregoing.


"Web Hosting Business" means the provision of the web hosting
services in or in connection with a data center facility, including
information technology consulting services, data security services,
managed solutions, day-to-day operational management, distribution of web
content, electronic commerce support, application hosting and related
Internet infrastructure products and services.


(a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.


(b) All references herein to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of and Schedules to this Agreement, unless the context shall otherwise require. All Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein.


(c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.


(d) The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation".


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ARTICLE II


REPRESENTATIONS, WARRANTIES AND COVENANTS


Section 2.1 Organization and Qualification. Each Shareholder hereby represents and warrants to each other Shareholder and the Company that, as of the date hereof, such Shareholder is duly organized and validly existing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties, to carry out its business as it is now being conducted and to perform its obligations hereunder, and under its constitutive documents, and to consummate the transactions contemplated hereby and thereby.


Section 2.2 Authorization; Consents; No Conflicts. Each Shareholder hereby represents and warrants to each other Shareholder and the Company that, as of the date hereof, such Shareholder has all the necessary corporate or company, as applicable, power and all legal authority required to enter into, execute and deliver this Agreement and to perform fully such Shareholder's obligations hereunder. Each Shareholder hereby represents and warrants to each other Shareholder and the Company that, as of the date hereof, the execution of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or company, as the case may be, action on the part of such Shareholder. Each Shareholder hereby represents and warrants to each other Shareholder and the Company that, as of the date hereof, this Agreement has been duly executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws relating to or affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and that, as of the date hereof, no Governmental Approval and no approval or consent of any other Person is required in connection with the execution and deliv
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