Crosswave Announces Signing Agreement for Transfer of Operations

TOKYO--()--Dec. 4, 2003--Crosswave Communications, Inc. and Crosswave Services Inc. (jointly referred to as "Crosswave"), today announced the signing of a definitive agreement on a transfer of Crosswave operations to NTT Communications Corporation ("NTT Com").

Since concluding a letter of intent on November 11, 2003, Crosswave and NTT Com have been negotiating the details of the agreement, and today both parties agreed to the full terms and conditions covering the transfer of Crosswave business operations. The transaction will be completed on December 15, 2003 subject to the permission of the Tokyo District Court after a creditor's meeting.

As part of this agreement, Crosswave's assets and more than 400 corporate customers will devolve on NTT Com. Crosswave believes that current Crosswave customers will be able to enjoy Crosswave's technology and product development capabilities more fully after the transfer of business. Crosswave will ask the customers currently using Crosswave services, excluding those using international services, to consent to transfer their contracts to NTT Com in order to allow them to continue using these services after the date of the business transfer.

Agreement Summary

Operations to be transferred: All Crosswave operations, excluding operations for international services (a)

(a) Operations of Crosswave Communications Inc. and Crosswave Services Inc.

Consideration:      JPY 10 billion
Date of transfer:   December 15, 2003

    Corporate Profile of NTT Communications Corporation

Established:        July 1, 1999
Capital:            JPY 211.7 billion (as of March 31, 2003)
Business:           Telecommunications and related services
Annual Sales:       JPY 1.15 trillion
Employees:          About 7,450 (as of March 31, 2003)

Cautionary Notice Regarding Forward-looking Statements

Statements made in this press release with respect to Crosswave's plans, objectives, strategies, intentions, beliefs, predictions and other statements that are not historical facts are forward-looking statements about the future performance of Crosswave which are based on management's expectations, assumptions, estimates, projections and beliefs in light of information currently available to it. These forward-looking statements, such as statements regarding Crosswave's future operating plans, are subject to various risks and uncertainties that could cause actual results to be materially different from and worse than as described in the forward-looking statements. Potential risks and uncertainties include, without limitation, the ability of Crosswave to continue as a going concern; the ability of Crosswave to secure short-term financing; the outcome of Crosswave's efforts to restructure its business; the potential negative impact of the corporate reorganization proceedings on Crosswave's operations, management and employees; the ability to obtain court approval with respect to motions by Crosswave in the corporate reorganization submitted from time to time; the ability of Crosswave to maintain normal business terms with vendors and service providers; the ability of Crosswave to maintain contracts that are critical to its business and to attract and retain customers; the ability of Crosswave to attract, motivate and retain key executives and other employees; general economic conditions in Japan, including business conditions for Crosswave's current and potential customers; prices for data communication services; and other risks referred to from time to time in Crosswave's filings with the Securities and Exchange Commission.

Contacts

Crosswave Communications Inc.
Media/Investor Relations Office
Hiroaki Tsuno, Taisuke Ono, +81-3-5205-4580
+81-3-5205-4581 (Fax)
ir@cwc.co.jp
http://www.cwc.co.jp/

Contacts

Crosswave Communications Inc.
Media/Investor Relations Office
Hiroaki Tsuno, Taisuke Ono, +81-3-5205-4580
+81-3-5205-4581 (Fax)
ir@cwc.co.jp
http://www.cwc.co.jp/