EXHIBIT 2-A.14
CONFORMED COPY
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 its entirety.
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/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Chief Executive Officer
U S WEST, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman, President and Chief
Executive Officer
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