Exhibit (c)(7)
Dated as of May 16, 1999
Global Crossing Ltd.
000 Xx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxx
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/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman
AGREED AND ACCEPTED:
GLOBAL CROSSING LTD.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice Chairman
