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Standstill Agreement - GLOBAL CROSSING LTD - 5-21-1999

VIEWS: 70 PAGES: 32

									EXHIBIT (c)(4) CONFORMED COPY STANDSTILL AGREEMENT STANDSTILL AGREEMENT, dated as of May 16, 1999 (this "Agreement"), between Global Crossing Ltd., a company formed under the laws of Bermuda
("Global") and U S West, Inc., a Delaware corporation ("USW") -------WHEREAS, Global and USW are parties to that certain Agreement and Plan dated as of the date hereof (the "Merger Agreement"; capitalized ----------------

of Merger

terms used and not otherwise defined herein having the meaning set forth in the Merger Agreement); WHEREAS, in connection with the Merger Agreement, Global and USW have entered into (i) a Tender Offer and Purchase Agreement dated the date hereof (the "Tender Offer and Purchase Agreement") pursuant to which USW (or a direct or indirect subsidiary of USW) will acquire up to 39,259,305 shares of the common stock, par value $0.01 per share, of Global ("Global Common Stock"), upon the terms and subject to the conditions set forth in the Tender Offer and Purchase Agreement and (ii) a Voting Agreement (the "Voting Agreement"); and WHEREAS, USW and Global are entering into this Agreement to establish certain arrangements with respect to the shares of Global Voting Securities to be purchased by USW pursuant to the Tender Offer and Purchase Agreement, as well as certain restrictions in respect of the capital stock of Global, corporate governance and other related corporate matters; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Defined Terms. Unless otherwise defined herein: "Global Board of Directors" shall mean the board of directors of Global or any successor thereof. "Global Combined Voting Power" at any measurement date shall mean the total number of votes which could have been cast in an election of members of the Global Board of Directors had a meeting of the stockholders of Global (or any successor thereof) been duly held based upon a record date as of the measurement date if all Global Voting Securities then outstanding and entitled to vote at such meeting were present and voted to the fullest extent possible at such meeting. "Global Voting Securities" shall mean, collectively, (i) Global Common Stock, (ii) any other securities entitled, or that may be entitled, to vote generally for the election of members of the Global Board of Directors and (iii) any other securities, warrants or options or rights of any nature (whether or not issued by Global) that are convertible into, exchangeable for, or exercisable for, or otherwise give the holder thereof any rights in respect of (whether or not subject to the passage of time, contingencies or contractual

2 restrictions or any combination thereof), any security described in clause (i) or (ii) of this definition (including, without limitation, Frontier Corporation common stock). "Group" means two or more persons acquiring, holding, voting or disposing of securities which would constitute a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. "person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or other entity of whatever nature. "Reorganization Transaction" means (i) any merger, consolidation, recapitalization, liquidation or other business combination transaction involving Global or any of its subsidiaries (or any successors to any of such entities), (ii) any tender offer or exchange offer for any securities of Global or any of its subsidiaries (or any successors to any of such entities) or (iii) any sale or other disposition of assets of Global or any of its subsidiaries (or any successors to any of such entities) in a single transaction or in a series of related transactions in each of the foregoing cases constituting individually or in the aggregate 5% or more of the assets of Global (or any successor), or 5% or more of the then outstanding Global Voting Securities. "Standstill Period" shall mean the period commencing on the date hereof and continuing until the earlier of (a) the tenth anniversary of the date hereof and (b) the Effective Time (as defined in the Merger Agreement); provided, that if the Merger Agreement is terminated by Global pursuant to Section 9.1(b) or 9.1(h)(i) or by USW pursuant to Section 9.1(e), 9.1(d)(ii)(A) or 9.1(h)(iii), the Standstill Period shall expire on the fifth anniversary of the date hereof. Section 2. Covenants with Respect to Global Voting Securities and Other Matters. 2.1 Acquisition of Global Voting Securities. During the Standstill Period, except for shares of Global Common Stock acquired pursuant to the Tender Offer and Purchase Agreement, USW will not, and will cause its affiliates (other than Global) not to, directly or indirectly, acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Global Voting Securities; provided, that neither USW nor any of its affiliates shall be prohibited from buying Global Voting Securities directly from Global. 2.2 Disposition of Global Voting Securities. Until the later of the termination of the Merger Agreement and the termination of the Frontier Merger Agreement (as defined in the Voting Agreement) (or the consummation of the transactions pursuant thereto), USW will not, and will cause its affiliates not to, directly or indirectly, sell, transfer any beneficial interest in, pledge, lend, hypothecate or otherwise dispose of any Global Voting Securities (each transaction described above, a "Transfer"). Subject in all respects to the preceding sentence, during the Standstill Period, USW will not, and will cause its affiliates not to, directly or indirectly, Transfer

3 any Global Voting Securities in any transaction that to the knowledge of USW would result in any person or Group having, upon consummation of such Transfer transaction, directly or indirectly, beneficial ownership of or the right to acquire beneficial ownership of such number of Global Voting Securities as represent more than 5% of the Global Combined Voting Power; provided that USW shall be permitted to Transfer Global Voting Securities in any transaction that to the knowledge of USW would result in a Transfer to any person or Group that would have, upon consummation of such Transfer transaction, directly or indirectly, beneficial ownership of or the right to acquire beneficial ownership of such number of Global Voting Securities as represent more than 5% but less than 9.5% of the Global Combined Voting Power so long as such person or Group agrees in writing to be bound by the terms of this Agreement. Notwithstanding the preceding sentence, USW shall be permitted to sell, transfer or otherwise dispose of Global Voting Securities (a) to one or more of its affiliates that is directly or indirectly controlled by it (each, a "Permitted Transferee"), (b) pursuant to a tender or exchange offer for Global Voting Securities which is not opposed by the Global Board of Directors, (c) in a merger, recapitalization, business combination or other similar transaction or (d) as expressly provided in Section 4.1 of the Tender Offer and Purchase Agreement; provided, that in the case of clause (a) the Permitted Transferee shall agree in writing to be bound by the terms of this Agreement. USW shall not directly or indirectly transfer all or any substantial part of the capital stock of any subsidiary which purchases shares of Global Common Stock in accordance with the Tender Offer and Purchase Agreement or any Permitted Transferee without first transferring to USW or a Permitted Transferee of USW any Global Voting Securities held by such subsidiary or Permitted Transferee. 2.3 Proxy Solicitations, Voting, etc. (a) During the Standstill Period, USW will not, and will cause its affiliates not to, directly or indirectly, solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, or otherwise become a "participant" in a "solicitation," or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act as in effect on the date of this Agreement) in opposition to the recommendation or proposal of the Global Board of Directors, or submit any proposal for the vote of stockholders of Global or any successor thereof or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other Person with respect to the voting of Global Voting Securities, unless in each case it obtains the prior approval of the Global Board of Directors to do so as evidenced by a formal resolution adopted by the Global Board of Directors and recorded in its minutes. (b) In furtherance of USW's obligations pursuant to Section 2.3(a), during the Standstill Period USW shall, and shall cause its affiliates to, at any annual or special meeting of stockholders at which members of the Global Board of Directors are to be elected or in connection with a solicitation of consents through which members of the Global Board of Directors are to be elected, vote or cause to be voted (or give or cause to be given a written consent or proxy with respect to) all Global Voting Securities beneficially owned by it in favor of the election to the Global Board of Directors of the individuals recommended by the Global Board of Directors.

4 2.4 No Voting Trusts, Pooling Agreements, or Formation of Groups. Except as contemplated by the Voting Agreement, during the Standstill Period, USW will not, and will cause its affiliates not to, directly or indirectly, join in or in any other way participate in a pooling agreement, syndicate, voting trust or other Group with respect to Global Voting Securities or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Global Voting Securities. 2.5 Limitation on Various Other Actions. During the Standstill Period, USW will not, and will cause its affiliates not to, take any action, alone or in concert with any other person, (a) to seek to effect a change in control of Global, its successors or any of its affiliates, (b) to seek to effect a Reorganization Transaction with respect to Global, its successors or any of its affiliates, (c) to seek to effect any control or influence over the management of Global, its successors or any of its affiliates, the Global Board of Directors or the policies of Global, its successors or any of its affiliates, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 2 of this Agreement (any such action described in clause (a), (b), (c) or (d) of this Section 2.5, a "Global Transaction Proposal"), (e) to present to Global, its stockholders or any third party any proposal that can reasonably be expected to result in a Global Transaction Proposal or in an increase in the Global Combined Voting Power represented by Global Voting Securities beneficially owned in the aggregate by USW and its successors or any of their affiliates that would be prohibited by Section 2.1, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another person engage in a transaction or group of transactions that would result in (i) a Global Transaction Proposal or (ii) an increase in the Global Combined Voting Power represented by Global Voting Securities beneficially owned in the aggregate by USW and its respective successors or any of their affiliates that would be restricted by Section 2.1, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other person to initiate, or otherwise provide assistance to any person who has made or is contemplating making, any proposal that can reasonably be expected to result in (i) a Global Transaction Proposal or (ii) an increase in the Global Combined Voting Power represented by Global Voting Securities beneficially owned in the aggregate by USW and its successors or any of their affiliates that would be restricted by Section 2.1, or (h) to request a waiver, modification or amendment of any of the provisions of Section 2 of this Agreement. 2.6 Representation. During the Standstill Period, if requested by Global, USW shall and shall cause each of its Permitted Transferees to be present, in person or represented by proxy, at all meetings of stockholders of Global at which members of the Global Board of Directors are to be elected so that all Global Voting Securities beneficially owned by USW and each such Permitted Transferee shall be counted for the purpose of determining the presence of a quorum at such meetings and for voting such securities. Section 3. Term of Agreement. This Agreement shall terminate on the last day of the Standstill Period.

5 Section 4. Remedies. Each of the parties hereto acknowledges and agrees that (i) the provisions of this Agreement are reasonable and necessary to protect the proper and legitimate interests of Global, and (ii) Global would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Global shall be entitled to preliminary and permanent injunctive relief to prevent breaches of the provisions of this Agreement by USW or any of its Permitted Transferees without the necessity of proving actual damages or of posting any bond, and to enforce specifically the terms and provisions hereof and thereof, which rights shall be cumulative and in addition to any other remedy to which Global may be entitled hereunder or at law or equity. Section 5. General Provisions. 5.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, facsimile, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to USW: U S West, Inc. 1801 California Street Denver, Colorado Attention: Mark Roellig Facsimile: (303) 840-0381 with a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York Attention: Dennis J. Block Facsimile: (212) 504-6666 If to Global: Global Crossing Ltd. Wessex House 45 Reid Street Hamilton HM12, Bermuda Attention: K. Eugene Shutler Facsimile No.: (441) 296-8606

6 and Global Crossing Ltd. 150 South El Camino Drive Suite 204 Attention: General Counsel Facsimile No.: (310) 281-4942 with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 Attention: Charles I. Cogut, Esq. Facsimile No.: (212) 455-2502 and Skadden, Arps, Slate, Meagher & Flom 300 South Grand Avenue Los Angeles, California 90071 Attention: Brian J. McCarthy Facsimile: (213) 687-5600 5.2 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. 5.3 Entire Agreement; Assignment. Except as may otherwise be agreed by the parties, this Agreement, the Voting Agreement, the Tender Offer and Purchase Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. 5.4 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

7 5.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. 5.6 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 5.7 Counterparts. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 5.8. Submission to Jurisdiction. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Federal court located in the State of New York or any New York state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ii agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Federal or state court sitting in the State of New York and (iv consents to service being made through the notice procedures set forth in Section 5.1.

8 IN WITNESS WHEREOF, USW and Global have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. U S WEST, INC.
By: /s/ Solomon D. Trujillo --------------------------------------------Title: President and Chief Executive Officer

GLOBAL CROSSING LTD.
By: /s/ Robert Annunziata -----------------------------------------------Title: Chief Executive Officer

EXHIBIT (c)(5) CONFORMED COPY TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "Agreement"), dated as of May 16, 1999, by and among U S West, Inc., a company organized under the laws of Delaware ("Purchaser"), Global Crossing Ltd., a company formed under the laws of Bermuda ("Global") and each of the parties listed on the signature page hereto (individually, a "Shareholder" and collectively, the "Shareholders"). WHEREAS, Global and Purchaser are parties to that certain Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"; capitalized terms used and not otherwise defined herein having the meaning set forth in the Merger Agreement); WHEREAS, Global, GCF Acquisition Corp. and Frontier Corporation ("Frontier") are parties to that certain Agreement and Plan of Merger, dated March 16, 1999 (the "Frontier Merger Agreement"; the transactions contemplated by the Frontier Merger Agreement being referred to herein as the "Frontier Merger"); WHEREAS, Frontier and certain shareholders of Global are parties to that certain Voting Agreement dated as of March 16, 1999 which was entered into in connection with the Frontier Merger Agreement ( "Frontier Voting Agreement"); WHEREAS, in connection with the Merger Agreement, Global and Purchaser have entered into a Tender Offer and Purchase Agreement dated the date hereof (the "Tender Offer and Purchase Agreement") pursuant to which Purchaser has agreed to make a tender offer (the "Offer") to acquire shares of the outstanding common stock, par value $0.01 per share, of Global ("Global Common Stock"), upon the terms and subject to the conditions set forth in the Tender Offer and Purchase Agreement; and WHEREAS, as a condition to its willingness to enter into the Merger Agreement and make the Offer, Purchaser has required that each of the Shareholders enter into this Agreement and that Global enter into the Tender Offer and Purchase Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:

2 SECTION 1. COVENANTS OF THE SHAREHOLDERS (a) AGREEMENT TO TENDER. Until the termination of the Tender Offer and Purchase Agreement, each Shareholder hereby agrees to validly tender pursuant to the Offer and not to withdraw at least 12.3045% of the total number of shares of Global Common Stock owned by each Shareholder as of the date hereof (the "Subject Shares"). (b) VOTING. Subject to the receipt of proper notice and the absence of a preliminary or permanent injunction or other final order by any United States federal court or state court or Bermuda court barring such action, each Shareholder shall do the following: (1) be present, in person or represented by proxy, at each meeting (whether annual or special, and whether or not an adjourned or postponed meeting) of the shareholders of Global, however called, or in connection with any written consent of the shareholders of Global, so that all Subject Shares then held by such Shareholder and entitled to vote may be counted for the purposes of determining the presence of a quorum at such meetings; and (2) at each such meeting held before the Effective Time and with respect to each such written consent, vote (or cause to be voted), or deliver a written consent (or cause a consent to be delivered) covering, all the Subject Shares then held by such Shareholder to approve the Global Merger and the Global Merger Agreement and any action required in furtherance thereof and against any action which would reasonably be expected to result in a failure of the conditions described in Article VIII of the Merger Agreement to be satisfied. (c) NO INCONSISTENT AGREEMENTS. Each Shareholder shall not enter into any voting agreement or grant a proxy or power of attorney with respect to the Subject Shares which is inconsistent with this Agreement. (d) WAIVER OF APPRAISAL RIGHTS. To the extent permitted by applicable law, each Shareholder hereby agrees to waive any appraisal, dissenters' or similar rights that such Shareholder may have under Bermuda law with respect to the Global Merger. (e) TRANSFER OF SUBJECT SHARES--GLOBAL MERGER. From the date hereof until the earlier of the termination of the Global Merger Agreement and the consummation of the Global Merger, the Shareholders shall not transfer record ownership or beneficial ownership, or both, of any Subject Shares (other than pursuant to the Offer) representing 15% of the issued and outstanding shares of Global Common Stock in any one transaction or series of related transactions to any single person or "group" (as determined pursuant to Rule 13d-5 under the Exchange Act) (other than transfers to agents for purposes of distribution) unless such transferee agrees to comply with the voting requirements of this Section 1(b) with respect to the transferred shares of Global Common Stock.

3 SECTION 2. TRANSFER OF SUBJECT SHARES--FRONTIER MERGER. From the date hereof until the earlier of the termination of the Frontier Merger Agreement and the consummation of the Frontier Merger, each Shareholder (other than Excluded Shareholders (as defined below)) shall not transfer record ownership or beneficial ownership, or both, of any Subject Shares (other than pursuant to the Offer); provided, that each Shareholder shall be permitted to transfer ownership of Subject Shares if consented to by Global (such consent not to be unreasonably withheld). For the purposes of this Agreement, the term "transfer" means a sale, an assignment, a grant, a transfer, a pledge, the creation of a lien or other disposition of any Subject Shares or any interest of any nature in any Subject Shares, including, without limitation, the "beneficial ownership" of such Subject Shares (as determined pursuant to Regulation 13D-G under the Exchange Act). "Excluded Shareholders" means the Shareholders identified as such on Exhibit A. SECTION 3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each Shareholder severally represents and warrants to Purchaser as follows: (a) EXISTENCE AND POWER. Each Shareholder that is a corporation (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of its incorporation and (2) has all requisite corporate power and authority to execute and deliver this Agreement. (b) AUTHORIZATION; CONTRAVENTION. The execution and delivery by each Shareholder of this Agreement and the performance by it of its obligation under this Agreement have, (1) in the case of each Shareholder that is a corporation, been duly authorized by all necessary corporate action and (2) do not and will not conflict with or result in a violation pursuant to, (A) in the case of each Shareholder that is a corporation, any provision of its certificate of incorporation or bylaws, or similar organizational document, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder, the Subject Shares or any of such Shareholder's other properties or assets. (c) BINDING EFFECT. This Agreement constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), or by an implied covenant of good faith and fair dealing.

4 (d) OWNERSHIP. As of the date hereof, each Shareholder is the record owner or beneficial owner of the Subject Shares listed beside its name in Exhibit A, free and clear of liens except with respect to pledges or other liens that such Shareholder would be entitled to effect or create as of the date of this Agreement pursuant to the second sentence of Section 2 of the Frontier Voting Agreement and in accordance with the terms thereof and hereof. As of the date of this Agreement, each Shareholder does not own beneficially or of record any equity securities of Global other than the Subject Shares. Except pursuant to the Frontier Voting Agreement no Shareholder has appointed or granted any proxy which is still effective with respect to its Subject Shares. As of the date hereof, each Shareholder has sole voting power or power to direct the vote of the Global Common Stock set forth beside its name on Exhibit A and on the record date and the date of the Global Stockholders' Meeting at which the Global Merger shall be presented for approval, each Shareholder will have sole voting power or power to direct the vote of such Shareholder's Subject Shares then held by such Shareholder. (e) LITIGATION. There is no action, suit, investigation, complaint or other proceeding pending against any Shareholder or, to the knowledge of any Shareholder, threatened against any Shareholder or any other Person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party or beneficiary of its rights under this Agreement or the performance by any party of its obligations under this Agreement. SECTION 4. MISCELLANEOUS PROVISIONS. (a) NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed duly given (1) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (3) on the tenth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be given to Global and Purchaser at its address stated in Section 11.2 of the Merger Agreement and all notices to the Shareholders shall be given at its address in the records of Global or, in each case, at any other address as the party may specify for this purpose by notice to the other parties. (b) NO WAIVERS; REMEDIES; SPECIFIC PERFORMANCE. (1) No failure or delay by Purchaser in exercising any right, power or privilege under this Agreement shall operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.

5 (2) In view of the uniqueness of the agreements contained in this Agreement and the transactions contemplated hereby and thereby and the fact that Purchaser would not have an adequate remedy at law for money damages in the event that any obligation under this Agreement is not performed in accordance with its terms, each of the Shareholders therefore agrees that Global shall be entitled to specific enforcement of the terms of this Agreement in addition to any other remedy to which Global may be entitled, at law or in equity. (c) AMENDMENTS, ETC. No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by any of the Shareholders or Purchaser from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by all the Shareholders and Purchaser, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. (d) SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. (1) No party shall assign any of its rights or delegate any of its obligations under this Agreement. Any assignment or delegation in contravention of this Section 4(d) shall be void AB INITIO and shall not relieve the assigning or delegating party of any obligation under this Agreement. (2) The provisions of this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, the express beneficiaries thereof (to the extent provided therein) and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person. (e) GOVERNING LAW. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto and thereto, shall be governed in accordance with the laws of the State of New York. (f) SEVERABILITY OF PROVISION. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. (g) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the Shareholders and Purchaser, and supersedes all prior agreements or understandings, with respect to the subject matters of this Agreement.

6 (h) SURVIVAL. Except as otherwise specifically provided in this Agreement, each representation, warranty or covenant of a party contained in this Agreement shall remain in full force and effect, notwithstanding any investigation or notice to the contrary or any waiver by any other party or beneficiary of a related condition precedent to the performance by the other party or beneficiary of an obligation under this Agreement. (i) SUBMISSION TO JURISDICTION; WAIVERS. Each Shareholder and Purchaser irrevocably agrees that any legal action or proceeding with respect to any voting document or for recognition and enforcement of any judgment in respect hereto or thereof brought by the other party hereto or its successors or assigns may be brought and determined in the courts of the State of New York, and each Shareholder and Purchaser hereby irrevocably submit with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts. Each Shareholder and Purchaser hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 4(i), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (j) TERMINATION. Unless terminated by mutual agreement of the parties, the obligations of the Shareholders under Sections 1(b), 1(c), 1(d) and 1(e) of this Agreement shall terminate upon the first to occur of (i) consummation of the Global Merger, (ii) the termination of the Merger Agreement, (iii) the full and irrevocable satisfaction of the condition set forth in Section 8.1(a) of the Merger Agreement with respect to the Global Merger and (iv) termination of the Tender Offer and Purchase Agreement without the purchase of shares of Global Common Stock pursuant thereto. This Agreement shall automatically terminate at such time as all of the obligations of the Shareholders pursuant to Sections 1 and 2 shall have terminated in accordance with their terms. (k) COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. (l) FRONTIER VOTING AGREEMENT. Nothing herein is intended to modify the obligations of the parties set forth in the Frontier Voting Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. GLOBAL CROSSING LTD.
By: /s/ Robert Annunziata -------------------------------------------Title: Chief Executive Officer

U S WEST, INC.
By: /s/ Solomon D. Trujillo ------------------------------------------Title: President and Chief Executive Officer

CIBC WOOD GUNDY CAPITAL (SFC) INC.
By: /s/ Jay R. Levine -------------------------------------------Title: Agent

CIBC WG ARGOSY MERCHANT FUND 3, L.P.
By: /s/ Jay R. Levine -------------------------------------------Title: Managing Director

CO-INVESTMENT MERCHANT FUND, LLC
By: /s/ Jay R. Levine ------------------------------------------Title: Agent

CONTINENTAL CASUALTY CORPORATION CONTINENTAL CASUALTY CORP. DESIGNATED HIGH YIELD FUND
By: /s/ Hillel Weinberger ------------------------------------------Title: Authorized Signatory

MRCO, INC.
By: /s/ Michael R. Steed ------------------------------------------Title: President

/s/ Gary Winnick -------------------------------------------GARY WINNICK

PACIFIC CAPITAL GROUP, INC.
By: /s/ Gary Winnick ------------------------------------------Title: Chairman and Chief Executive Officer

GKW UNIFIED HOLDINGS, LLC
By: /s/ Gary Winnick ------------------------------------------Title: Authorized Signatory

/s/ Abbott L. Brown -------------------------------------------ABBOTT L. BROWN

BROWN LIVING TRUST RIDGESTONE CORP.
By: /s/ Abbott L. Brown ------------------------------------------Title: President

/s/ Barry Porter ------------------------------------------BARRY PORTER

GALENIGHT CORP.
By: /s/ Barry Porter ------------------------------------------Title: President

/s/ David Lee -------------------------------------------DAVID LEE

SAN PASQUAL CORP.
By: /s/ David Lee ------------------------------------------Title: President

DAVID AND ELLEN LEE FAMILY TRUST
By: /s/ David Lee ------------------------------------------Title: Trustee

/s/ Lodwrick Cook -------------------------------------------LODWRICK COOK

GLOBAL CROSSING LTD., LDC
By: /s/ Jay R. Levine ------------------------------------------Title: Agent

GLOBAL CROSSING TRUST 1998
By: /s/ Hillel Weinberger ------------------------------------------Title: Settlor

GLOBAL CROSSING PARTNERS
By: /s/ Hillel Weinberger ------------------------------------------Title: General Partner

CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Jay R. Levine ------------------------------------------Title: Agent

EXHIBIT A
Brown Living Trust Ridgestone Corp. Total Abbott L. Brown 3,435,922 7,765,418 ---------11,201,340

Barry Porter Galenight Corp. Total Barry Porter

6,335,780 11,883,968 ---------18,219,748

Continental Casualty Corp. Continental Casualty Corp. Designated High Yield Global Crossing Partners (Hillel Weinberger) Global Crossing Trust 1998 (Hillel Weinberger) Total Continental Casualty

16,795,500 23,279,670 486,630 2,100,000 ---------42,661,800

CIBC WG Argosy Merchant Fund 3, LP* CIBC Wood Gundy Capital (SFC) Inc.* Co-Investment Merchant Fund, LLC* Global Crossing Ltd., LDC* Total CIBC

17,223,628 1,340,000 9,568,684 68,894,488 ---------97,026,800

David and Ellen Lee Family Trust David L. Lee San Pasqual Corp. Total David Lee

5,233,234 4,869,964 9,900,822 ---------20,004,020

GKW Unified Holdings, LLC Pacific Capital Group, Inc. Total Gary Winnick

77,195,744 15,993,406 ---------93,189,150

Lodwrick Cook

3,580,452

MRCo, Inc. __________________

33,180,260

* Excluded Shareholder.

EXHIBIT (c)(6) CONFORMED COPY AGREEMENT AGREEMENT (this "Agreement"), dated as of May 16, 1999, is entered into by Global Crossing Ltd. ("Global") and those other persons whose names appear on the signature pages hereto (each, a "Stockholder" and collectively, the "Stockholders"). Reference is hereby made to (i) the Stockholders Agreement dated as of August 12, 1998 (the "Stockholders Agreement") by and among Global and the Stockholders, (ii) the Registration Rights Agreement dated as of August 12, 1998 (the "Registration Rights Agreement") by and among Global and the Stockholders, (iii) the Agreement and Plan of Merger dated the date hereof (the "Merger Agreement") between Global and U S West, Inc. ("USW") and (iv) the Tender Offer and Purchase Agreement dated the date hereof (the "TOP Agreement") between Global and USW. In connection with the transactions pursuant to the Merger Agreement and the TOP Agreement, the undersigned hereby agree as follows: 1. Clause (d) of Section 1 of the Stockholders Agreement shall be amended to read in its entirety as follows: "(d) in a public offering pursuant to a registration statement under the Securities Act or a Transfer pursuant to Rule 144 under the Securities Act or pursuant to the tender offer under the Tender Offer and Purchase Agreement dated May 16, 1999 between the Company and U S West, Inc." 2. Each Stockholder and Global agrees that USW shall have the right, in connection with any CoC Tag-Along Sale (as defined in the Stockholders Agreement) to participate in such sale on the same basis as any CoC Other Holder (as defined in the Stockholders Agreement) pursuant to Section 4(b) of the Stockholders Agreement. 3. Each Stockholder and Global agrees that, to give effect to the registration rights granted to USW by Global pursuant to Section 4.1 of the TOP Agreement, USW shall be treated as a Holder (as defined in the Registration Rights Agreement) for purposes of Sections 2(e) and 3(b) of the Registration Rights Agreement. 4. Global hereby agrees that it shall not unreasonably withhold its consent referenced in Section 2 of the Tender and Voting Agreement between USW and the Stockholders dated the date hereof. 5. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. GLOBAL CROSSING LTD.
By: /s/ Robert Annunziata ----------------------------------------Title: Chief Executive Officer

CIBC WOOD GUNDY CAPITAL (SFC) INC.
By: /s/ Jay R. Levine ----------------------------------------Title: Agent

CIBC WG ARGOSY MERCHANT FUND 3, L.P.
By: /s/ Jay R. Levine ----------------------------------------Title: Managing Director

CO-INVESTMENT MERCHANT FUND, LLC
By: /s/ Jay R. Levine -----------------------------------------Title: Agent

CONTINENTAL CASUALTY CORPORATION CONTINENTAL CASUALTY CORP. DESIGNATED HIGH YIELD FUND
By: /s/ Hillel Weinberger -----------------------------------------Title: Authorized Signatory

MRCO, INC.
By: /s/ Michael R. Steed -----------------------------------------Title: President

/s/ Gary Winnick ------------------------------------------GARY WINNICK

PACIFIC CAPITAL GROUP, INC.
By: /s/ Gary Winnick -----------------------------------------Title: Chairman and Chief Executive Officer

GKW UNIFIED HOLDINGS, LLC
By: /s/ Gary Winnick -----------------------------------------Title: Authorized Signatory

/s/ Abbott L. Brown ------------------------------------------ABBOTT L. BROWN

BROWN LIVING TRUST RIDGESTONE CORP.
By: /s/ Abbott L. Brown -----------------------------------------Title: President

/s/ Barry Porter -----------------------------------------BARRY PORTER

GALENIGHT CORP.
By: /s/ Barry Porter -----------------------------------------Title: President

/s/ David Lee ------------------------------------------DAVID LEE

SAN PASQUAL CORP.
By: /s/ David Lee -----------------------------------------Title: President

DAVID AND ELLEN LEE FAMILY TRUST
By: /s/ David Lee -----------------------------------------Title: Trustee

/s/ Lodwrick Cook ------------------------------------------LODWRICK COOK

GLOBAL CROSSING LTD., LDC
By: /s/ Jay R. Levine -----------------------------------------Title: Agent

GLOBAL CROSSING TRUST 1998
By: /s/ Hillel Weinberger -----------------------------------------Title: Settlor

GLOBAL CROSSING PARTNERS
By: /s/ Hillel Weinberger -----------------------------------------Title: General Partner

CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Jay R. Levine ------------------------------------------Title: Agent

EXHIBIT A
Brown Living Trust Ridgestone Corp. Total Abbott L. Brown 3,435,922 7,765,418 ---------11,201,340

Barry Porter Galenight Corp. Total Barry Porter

6,335,780 11,883,968 ---------18,219,748

Continental Casualty Corp. Continental Casualty Corp. Designated High Yield Global Crossing Partners (Hillel Weinberger) Global Crossing Trust 1998 (Hillel Weinberger) Total Continental Casualty

16,795,500 23,279,670 486,630 2,100,000 ---------42,661,800

CIBC WG Argosy Merchant Fund 3, LP CIBC Wood Gundy Capital (SFC) Inc. Co-Investment Merchant Fund, LLC Global Crossing Ltd., LDC Total CIBC

17,223,628 1,340,000 9,568,684 68,894,488 ---------97,026,800

David and Ellen Lee Family Trust David L. Lee San Pasqual Corp. Total David Lee

5,233,234 4,869,964 9,900,822 ---------20,004,020

GKW Unified Holdings, LLC Pacific Capital Group, Inc. Total Gary Winnick

77,195,744 15,993,406 ---------93,189,150

Lodwrick Cook

3,580,452

MRCo, Inc.

33,180,260

Exhibit (c)(7) Dated as of May 16, 1999 Global Crossing Ltd. 150 El Camino Drive Beverly Hills, California 90212 Attention: Tom Casey Reference is made to the Merger Agreement, dated as of May 16, 1999 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") between Global Crossing Ltd. ("Global Crossing") and U S WEST, Inc. ("U S WEST"). If the Merger Agreement is terminated under Section 9.2 thereof and results in a fee payable by U S West, U S West shall be permitted to reduce the fee payable thereunder by no more than $250 million (any such reduction, the "Reduced Amount"), so long as U S West purchases and pays in full for capacity on Global Crossing's systems in an aggregate amount equal to the Reduced Amount. The purchase price for any capacity to be acquired by U S West in accordance with this paragraph (i) shall be at the market price then available for such capacity from Global Crossing and/or its affiliates and (ii) shall be payable in dollars on the date the fee payable in Section 9.2 is otherwise due. U S West shall execute, deliver and comply with a Global Crossing Capacity Purchase Agreement (containing standard terms and conditions) in respect of all purchases of capacity under this paragraph. Very truly yours, U S WEST, INC.
By: /s/ Solomon D. Trujillo ------------------------------Name: Solomon D. Trujillo Title: Chairman AGREED AND ACCEPTED:

GLOBAL CROSSING LTD.
By: /s/ Thomas J. Casey -----------------------------Name: Thomas J. Casey Title: Vice Chairman

EXHIBIT (C)(8) CONFORMED COPY TRANSFER AGREEMENT TRANSFER AGREEMENT (this "Agreement"), dated as of May 16, 1999, by and between Global Crossing Ltd., a company organized under the laws of Bermuda ("Global"), and each of the parties listed on the signature page hereto (individually, a "Shareholder" and collectively, the "Shareholders"); and WHEREAS, Global, the Shareholders and each of the other parties listed on the signature page thereto are parties to that certain Tender and Voting Agreement dated as of the date hereof (the "Tender and Voting Agreement"; capitalized terms used and not otherwise defined herein having the meaning set forth in the Tender and Voting Agreement); NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree as follows: SECTION 1. TRANSFER OF SUBJECT SHARES--FRONTIER MERGER. From the date hereof until the earlier of the termination of the Frontier Merger Agreement and the consummation of the Frontier Merger, each Shareholder shall not transfer record ownership or beneficial ownership, or both, of any Subject Shares (other than pursuant to the Offer); provided, that each Shareholder shall be permitted to transfer ownership of Subject Shares if consented to by Global (such consent not to be unreasonably withheld). For the purposes of this Agreement, the term "transfer" means a sale, an assignment, a grant, a transfer, a pledge, the creation of a lien or other disposition of any Subject Shares or any interest of any nature in any Subject Shares, including, without limitation, the "beneficial ownership" of such Subject Shares (as determined pursuant to Regulation 13D-G under the Exchange Act). SECTION 2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each Shareholder severally represents and warrants to Global as follows: (a) EXISTENCE AND POWER. Each Shareholder that is a corporation (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of its incorporation and (2) has all requisite corporate power and authority to execute and deliver this Agreement. (b) AUTHORIZATION; CONTRAVENTION. The execution and delivery by each Shareholder of this Agreement and the performance by it of its obligation under this Agreement have, (1) in the case of each Shareholder that is a corporation, been duly authorized by all necessary corporate action and (2) do not and will not conflict with or result in a violation pursuant to, (A) in the case of each Shareholder that is a corporation, any provision of its certificate of incorporation or bylaws, or similar organizational

2 document, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder, the Subject Shares or any of such Shareholder's other properties or assets. (c) BINDING EFFECT. This Agreement constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), or by an implied covenant of good faith and fair dealing. (d) OWNERSHIP. As of the date hereof, each Shareholder is the record owner or beneficial owner of the Subject Shares listed beside its name in Exhibit A, free and clear of liens except with respect to pledges or other liens that such Shareholder would be entitled to effect or create as of the date of this Agreement pursuant to the second sentence of Section 2 of the Frontier Voting Agreement and in accordance with the terms thereof and hereof. As of the date of this Agreement, each Shareholder does not own beneficially or of record any equity securities of Global other than the Subject Shares. (e) LITIGATION. There is no action, suit, investigation, complaint or other proceeding pending against any Shareholder or, to the knowledge of any Shareholder, threatened against any Shareholder or any other Person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party or beneficiary of its rights under this Agreement or the performance by any party of its obligations under this Agreement. SECTION 3. MISCELLANEOUS PROVISIONS. (a) NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed duly given (1) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (3) on the tenth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be given to Global at its address stated in Section 11.2 of the Merger Agreement and all notices to the Shareholders shall be given at its address in the records of Global or, in each case, at any other address as the party may specify for this purpose by notice to the other parties. (b) NO WAIVERS; REMEDIES; SPECIFIC PERFORMANCE. (1) No failure or delay by Global in exercising any right, power or privilege under this Agreement shall operate as a waiver of the right, power or

3 privilege. A single or partial exercise of any right, power or privilege shall not preclude any other further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. (2) In view of the uniqueness of the agreements contained in this Agreement and the transactions contemplated hereby and thereby and the fact that Global would not have an adequate remedy at law for money damages in the event that any obligation under this Agreement is not performed in accordance with its terms, each of the Shareholders therefore agrees that Global shall be entitled to specific enforcement of the terms of this Agreement in addition to any other remedy to which Global may be entitled, at law or in equity. (c) AMENDMENTS, ETC. No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by any of the Shareholders or Global from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by all the Shareholders and Global, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. (d) SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. (1) No party shall assign any of its rights or delegate any of its obligations under this Agreement. Any assignment or delegation in contravention of this Section 4(d) shall be void AB INITIO and shall not relieve the assigning or delegating party of any obligation under this Agreement. (2) The provisions of this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, the express beneficiaries thereof (to the extent provided therein) and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person. (e) GOVERNING LAW. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto and thereto, shall be governed in accordance with the laws of the State of New York. (f) SEVERABILITY OF PROVISION. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

4 (g) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the Shareholders and Global, and supersedes all prior agreements or understandings, with respect to the subject matters of this Agreement. (h) SURVIVAL. Except as otherwise specifically provided in this Agreement, each representation, warranty or covenant of a party contained in this Agreement shall remain in full force and effect, notwithstanding any investigation or notice to the contrary or any waiver by any other party or beneficiary of a related condition precedent to the performance by the other party or beneficiary of an obligation under this Agreement. (i) SUBMISSION TO JURISDICTION; WAIVERS. Each Shareholder and Global irrevocably agrees that any legal action or proceeding with respect to any voting document or for recognition and enforcement of any judgment in respect hereto or thereof brought by the other party hereto or its successors or assigns may be brought and determined in the courts of the State of New York, and each Shareholder and Global hereby irrevocably submit with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts. Each Shareholder and Global hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 4(i), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (j) TERMINATION. Unless terminated by mutual agreement of the parties, this Agreement shall automatically terminate at such time as all of the obligations of the Shareholders pursuant to Sections 1 shall have terminated in accordance with thier terms. (k) COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. GLOBAL CROSSING LTD.
/s/ Thomas J. Casey By:_______________________________________ Title: Vice Chairman

CIBC WOOD GUNDY CAPITAL (SFC) INC.
/s/ Jay R. Levine By:_______________________________________ Title: Agent

CIBC WG ARGOSY MERCHANT FUND 3, L.P.
/s/ Jay R. Levine By:_______________________________________ Title: Agent

CO-INVESTMENT MERCHANT FUND, LLC
/s/ Jay R. Levine By:_______________________________________ Title: Agent

GLOBAL CROSSING LTD., LDC
/s/ Jay R. Levine By:_______________________________________ Title: Agent

EXHIBIT A
CIBC WG Argosy Merchant Fund 3, LP CIBC Wood Gundy Capital (SFC) Inc. Co-Investment Merchant Fund, LLC Global Crossing Ltd., LDC 17,223,628 1,340,000 9,568,684 68,894,488 ----------

Total CIBC

97,026,800


								
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