AMENDMENT NO. 1 TO TENDER OFFER AND PURCHASE AGREEMENT
AMENDMENT NO. 1 TO TENDER OFFER
AND PURCHASE AGREEMENT
AMENDMENT NO. 1 (this "Amendment") dated as of July 18, 1999 to TENDER
OFFER AND PURCHASE AGREEMENT (as amended, the "TOP Agreement") dated as of May
16, 1999 between GLOBAL CROSSING LTD., a company formed under the laws of
Bermuda ("Global"), and U S WEST, Inc., a Delaware corporation ("USW").
W I T N E S S E T H
The parties hereto agree that the TOP Agreement is amended as follows:
SECTION 1. Amendment. (a) Section 4.1 of the TOP Agreement is hereby
amended by a new clause (g) to read as follows:
"(g) Global shall not enter into any agreement granting any person (an
"Other Security Holder") demand or piggyback registration rights with
respect to such Other Security Holder's securities of Global in any
registration on a basis more favorable to such Other Security Holder than
is provided to USW pursuant to this Agreement."
(b) Section 4.4 of the TOP Agreement is hereby amended by deleting it in
SECTION 2. Effectiveness. This Amendment shall be deemed effective as of
the date first set forth above. Except as amended hereby, the TOP Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.
SECTION 3. Governing Law. This Amendment shall be deemed to be a contract
made under the internal laws of the State of New York.
SECTION 4. Counterparts. This Amendment 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.
IN WITNESS WHEREOF, USW and Global have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
GLOBAL CROSSING LTD.
By: /s/ Robert Annunziata
Name: Robert Annunziata
Title: Chief Executive Officer
U S WEST, INC.
By: /s/ Solomon D. Trujillo
Name: Solomon D. Trujillo
Title: Chairman, President and Chief