COOPERATION AGREEMENT

Cooperation Agreement

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GLOBAL CROSSING LTD | Theodore Altman | David J. Ferrari | Joel I. Klein

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Title: COOPERATION AGREEMENT
Governing Law: New York Date: 3/26/2004
Industry: COMSRV Sector: SERVIC

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Cooperation Agreement dated as of December 9, 2003

Exhibit 10.8

EXECUTION COPY

COOPERATION AGREEMENT

THIS COOPERATION AGREEMENT (“Cooperation Agreement” or “Agreement”) is made this 9th day of December, 2003, by and between Global Crossing Limited (formerly GC Acquisition Ltd.) (“New Global Crossing”), and the individuals signatory hereto in their capacities as Estate Representative under the Plan (the “Estate Representative”) and as, or on the behalf of, the Liquidating Trustee under the Liquidating Trust Agreement (the “Liquidating Trustee”), and not in their individual capacities (all references to the Estate Representative herein shall mean the Estate Representative or the Liquidating Trustee, as the case may be).

RECITALS

WHEREAS, Global Crossing Ltd., a Bermuda corporation (“Old Global Crossing”), and 79 of its direct and indirect subsidiaries (the “US Debtors”) commenced reorganization cases by filing petitions for relief under Chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101-1330 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

WHEREAS, GCL and 15 of its direct and indirect subsidiaries (the “Bermuda Debtors” and together with the U.S. Debtors, the “Debtors”) commenced restructuring proceedings before the Supreme Court of Bermuda (the “Bermuda Court”);

WHEREAS, on October 28, 2002 the US Debtors filed their Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as amended, modified and supplemented from time to time, the “Plan”), which has been confirmed by an order of the Bankruptcy Court dated December 26, 2002 (the “Confirmation Order”);

WHEREAS, the Bermuda Debtors each filed a Scheme of Arrangement with the Bermuda Court, which have been sanctioned by an order of the Bermuda Court dated January 3, 2003 (the “Sanction Order”) (the “Schemes of Arrangement”);

WHEREAS, the terms of the Schemes of Arrangement provide for the treatment of claims against the Bermuda Debtors and all distributions to creditors of the Bermuda Debtors to be made in accordance with the terms of the Plan;

WHEREAS, the Plan provides for the sale of substantially all of the Debtors’ assets, other than, among other things, the Liquidating Trust Assets, and the transfer of the Reorganized Subsidiary Debtors to the Investors pursuant to the terms of the Purchase Agreement;

WHEREAS, New Global Crossing is the parent entity of Global Crossing Holdings Limited (“New GCHL”) and the Reorganized Subsidiary Debtors and as of the date hereof has control of the books, records and current employees of New GCHL and the Reorganized Subsidiary Debtors;

WHEREAS, the Plan provides for the establishment of a liquidating trust to resolve, liquidate and realize upon the Liquidating Trust Assets;

WHEREAS, the Plan provides for the appointment and selection of the Estate Representative to act as trustee of the Liquidating Trust and to undertake certain other functions under the Plan, in furtherance of and consistent with the purpose of the Plan, the Liquidating Trust Agreement and the Schemes of Arrangement, with the power and authority to prosecute, compromise and settle objections to Disputed Claims; to commence, pursue, compromise and settle Estate Representative Claims; and to perform such other duties as may be vested in or assumed by the Estate Representative pursuant to the Plan, the Liquidating Trust Agreement and the Schemes of Arrangement (the “Estate Representative Obligations”);

WHEREAS, Section 1.3 of the Liquidating Trust Agreement provides that New Global Crossing shall deliver certain documents to the Estate Representative in connection with the Estate Representative Claims;

WHEREAS, New Global Crossing has advised that it will be unable to deliver such documents on the Effective Date; and

WHEREAS, among other things, execution of this Cooperation Agreement is intended to satisfy New Global Crossing’s obligation to deliver such documents;

NOW THEREFORE, in consideration of the above-stated premises, the mutual covenants contained herein, in the Plan, in the Liquidating Trust Agreement and in the Schemes of Arrangement and for other good and valuable consideration, New Global Crossing and the Estate Representative agree as follows:

ARTICLE I

DEFINITIONS

1.1. Defined Terms. Capitalized terms used in this Cooperation Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan or in the Bankruptcy Code. The words “herein,” “hereof,” “hereto,” “hereunder,” and others of similar import refer to this Cooperation Agreement as a whole and not to any particular article, section, subsection, or clause contained in this Cooperation Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.

ARTICLE II

OBLIGATIONS AND RIGHTS OF NEW GLOBAL CROSSING

2.1. Cooperation. On and after the Effective Date, New Global Crossing agrees to, and to cause New GCHL and the Reorganized Subsidiary Debtors to, cooperate with the Estate Representative in connection with the Estate Representative’s discharge of its duties under the Plan, the Liquidating Trust Agreement and the Schemes of Arrangement by:

(a)

providing reasonable access to such employees of New Global Crossing, New GCHL and the Reorganized Subsidiary Debtors as the Estate Representative

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deems reasonably necessary to fulfill the Estate Representative Obligations. For purposes of the foregoing, access shall include, without limitation, access by telephone, periodic meetings, interviews, and appearance of such employees as witnesses (by affidavits, at depositions and trials, as necessary) and availability for preparation as a witness in any proceedings wherever situated;

(b)

providing access to and delivering to the Estate Representative any and all documents, instruments, books and records required to be delivered to the Liquidating Trustee on the Effective Date pursuant to the terms of the Liquidating Trust Agreement in connection with the Estate Representative Claims or as the Estate Representative deems reasonably necessary to fulfill the Estate Representative Obligations, whether held by New Global Crossing, New GCHL or a Reorganized Subsidiary Debtor, their agents, advisors, attorneys, accountants or any other professional hired by the Debtors, New Global Crossing, New GCHL or a Reorganized Subsidiary Debtor (the “Documents”) (including those maintained in electronic format and original documents), which Documents shall include without limitation personnel records, accounting records, customer and vendor lists and records, management reports, minutes of meetings of the Board of Directors of the Debtors, minutes of meetings of the shareholders of the Debtors, e-mail records, contracts, financial records, reports and any and all other work product generated by the Debtors’ agents and professionals, and any and all communications with Debtors’ agents and professionals, whether or not covered by the attorney work product, attorney-client, or any other privileges, and documents and other instruments relating to payments for goods and services (i.e. invoices, purchase orders, checks, requisitions, etc.), provided that New Global Crossing shall not be responsible for the delivery of such Documents that may have been lost (after undertaking reasonable good faith efforts to find) or destroyed prior to the Effective Date;

(c)

providing such other reasonable information and access to employees upon request as the Estate Representative deems reasonably necessary to fulfill its responsibilities under the Plan, the Liquidating Trust Agreement and the Schemes of Arrangement; and

(d)

otherwise cooperating with the Estate Representative in fulfilling the Estate Representative Obligations as contemplated by the Plan, the Liquidating Trust Agreement and the Schemes of Arrangement.

All references in this section 2.1 (and elsewhere in this Agreement) to cooperation and similar obligations running in favor of the Estate Representative, shall be deemed also to run in favor of the Estate Representative’s agents and representatives retained by the Estate Representative to discharge the Estate Representative Obligations (including, for example, counsel, accountants and financial advisors).

2.1.1. The parties agree to work constructively together to structure the access and delivery requirements of clauses 2.1 (a) through (d) above, so as not to materially detract from New Global Crossing’s ability to conduct its business operations (including the operations of

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New GCHL and the Reorganized Subsidiary Debtors); provided, however that it is understood and agreed that New Global Crossing, New GCHL and the Reorganized Subsidiary Debtors shall at all times use reasonable efforts to provide such assistance in a timely manner, so as to enable the Estate Representative to timely pursue the Estate Representative Claims and otherwise timely fulfill their Estate Representative Obligations, it being understood that time may be of the essenc

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