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...
EXHIBIT (c)(6)
CONFORMED COPY
AGREEMENT
AGREEMENT (this "Agreement"), dated as of May 16, 1999, is entered
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into by Global Crossing Ltd. ("Global") and those other persons whose names
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appear on the signature pages hereto (each, a "Stockholder" and collectively,
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the "Stockholders").
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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,
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(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
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and Purchase Agreement dated the date hereof (the "TOP Agreement") between
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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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
CIBC WOOD GUNDY CAPITAL (SFC) INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Title: Agent
CIBC WG ARGOSY MERCHANT FUND 3, L.P.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Title: Managing Director
CO-INVESTMENT MERCHANT FUND, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Agent
CONTINENTAL CASUALTY CORPORATION
CONTINENTAL CASUALTY CORP.
DESIGNATED HIGH YIELD FUND
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Authorized Signatory
MRCO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
PACIFIC CAPITAL GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Chairman and Chief Executive Officer
GKW UNIFIED HOLDINGS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Title: Authorized Signatory
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ LIVING TRUST
RIDGESTONE CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
GALENIGHT CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President
/s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇
SAN ▇▇▇▇▇▇▇ CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇
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Title: President
▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇ FAMILY TRUST
By: /s/ ▇▇▇▇▇ ▇▇▇
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Title: Trustee
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇
GLOBAL CROSSING LTD., LDC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Agent
GLOBAL CROSSING TRUST 1998
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Settlor
GLOBAL CROSSING PARTNERS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: General Partner
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Agent
EXHIBIT A
▇▇▇▇▇ Living Trust 3,435,922
Ridgestone Corp. 7,765,418
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Total ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 11,201,340
▇▇▇▇▇ ▇▇▇▇▇▇ 6,335,780
Galenight Corp. 11,883,968
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Total ▇▇▇▇▇ ▇▇▇▇▇▇ 18,219,748
Continental Casualty Corp. 16,795,500
Continental Casualty Corp. Designated High Yield 23,279,670
Global Crossing Partners (▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) 486,630
Global Crossing Trust 1998 (▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) 2,100,000
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Total Continental Casualty 42,661,800
CIBC WG Argosy Merchant Fund 3, LP 17,223,628
CIBC Wood Gundy Capital (SFC) Inc. 1,340,000
Co-Investment Merchant Fund, LLC 9,568,684
Global Crossing Ltd., LDC 68,894,488
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Total CIBC 97,026,800
▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ Family Trust 5,233,234
▇▇▇▇▇ ▇. ▇▇▇ 4,869,964
San ▇▇▇▇▇▇▇ Corp. 9,900,822
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Total ▇▇▇▇▇ ▇▇▇ 20,004,020
GKW Unified Holdings, LLC 77,195,744
Pacific Capital Group, Inc. 15,993,406
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Total ▇▇▇▇ ▇▇▇▇▇▇▇ 93,189,150
▇▇▇▇▇▇▇▇ ▇▇▇▇ 3,580,452
MRCo, Inc. 33,180,260