364-DAYCredit Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXECUTION COPY] AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of May 7, 1999 among U S WEST Capital Funding, Inc., U S WEST, Inc. and the Banks listed on the signature pages hereof (the "Amendment and...Credit Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT (c)(3) CONFORMED COPY -------------- VOTING AGREEMENTVoting Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
CONFORMED COPY -------------- STANDSTILL AGREEMENTStandstill Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
MORGAN GUARANTY TRUST COMPANY OF NEW YORKU S West Inc /De/ • May 21st, 1999 • Telephone communications (no radiotelephone) • New York
CONFORMED COPY -------------- TRANSFER AGREEMENTTransfer Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
Page ---- ARTICLE I THE MERGERS Section 1.1 Formation of Subsidiaries; The Mergers........................1 Section 1.2 Effective Time................................................3 Section 1.3 Effect of the...Agreement and Plan of Merger • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
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...Conformed Copy Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT (a)(3) _____________________________ _____________________________ _____________________________ Offer to Purchase for Cash 39,259,305 Shares of Common Stock of Global Crossing Ltd. at $62.75 Net Per Share of Common Stock by U S WEST, Inc. THE...U S West Inc /De/ • May 21st, 1999 • Telephone communications (no radiotelephone)
62.75 per share of Global Common Stock, net to the seller in cash. The obligation of the Offeror to accept for payment shares of Global Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction or waiver by the Offeror of...Offer and Purchase Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
CONFORMED COPY TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
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...U S West Inc /De/ • May 21st, 1999 • Telephone communications (no radiotelephone)
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").
