SHARE TRANSFER RESTRICTION AGREEMENT
SHARE TRANSFER RESTRICTION AGREEMENT, dated as of September 2, 1999
(this 'Agreement'), among certain shareholders listed on the signature pages
hereto of Global Crossing Ltd., a company formed under the laws of Bermuda
(the 'Global Shareholders' and 'Global', respectively) and certain
shareholders listed on the signature pages hereto of Frontier Corporation, a
New York corporation (the 'Frontier Shareholders' and 'Frontier',
respectively) on the one hand, and Global on the other hand. The Global
Shareholders and Frontier Shareholders are referred to herein collectively as
A. Global, Frontier and GCF Acquisition Corp. ('Merger Sub') are
parties to that certain Agreement and Plan of Merger, dated as of March 16,
1999, as amended by Consent and Amendment No. 1, dated as of May 16, 1999,
and by Amendment No. 2, dated as of September 2, 1999 (as amended, the
'Merger Agreement'), providing for, among other things, the merger of Merger
Sub with and into Frontier (the 'Merger').
B. Each Global Shareholder beneficially owns shares of Common Stock,
par value $.01 per share, of Global (the 'Global Common Stock'). Each
Frontier Shareholder beneficially owns shares of Common Stock, par value
$1.00 per share, of Frontier (the 'Frontier Common Stock'). Upon
consummation of the Merger, each share of Frontier Common Stock will be
converted into the right to receive shares of Global Common Stock as set
forth in the Merger Agreement and each Frontier Shareholder shall
beneficially own shares of Global Common Stock as a result of the
consummation of the transactions contemplated by the Merger Agreement. All
such shares of Frontier Common Stock, together with any other shares of
capital stock of Frontier any such Frontier Shareholder acquires prior to the
Effective Time (as defined in the Merger Agreement) of the Merger and the
shares of Global Common Stock received by each Frontier Shareholder in the
Merger and all such shares of Global Common Stock held by each Global
Shareholder, together with any other shares of capital stock of Global any
such Shareholder hereinafter acquires, are referred to as the 'Subject
C. The Shareholders and Global desire to enter into this Agreement to
provide for, among other things, certain restrictions on the sale or other
transfer of the record ownership or the beneficial ownership, or both, of the
Subject Shares from the date hereof until the termination of this Agreement.
D. Each Shareholder acknowledges that Global and Frontier are entering
into Amendment No. 2 to the Merger Agreement in reliance on the covenants and
other agreements of the Shareholders set forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
SECTION 1. Covenants of the Shareholders.
1.1 Transfer of Subject Shares. During the term of this
Agreement, each Shareholder shall not transfer record ownership or beneficial
ownership, or both, of any Subject Shares; provided, that each Shareholder
shall be permitted to transfer ownership of Subject Shares (i) in connection
with donations to charitable organizations, (ii) pledges or similar security
arrangements with third party lenders, (iii) if consented to, prior to the
Effective Time, by Global and Frontier, (iv) if consented to, subsequent to
the Effective Time, by a committee (the 'Committee') of the Board of
Directors of Global consisting of one former representative of Frontier (the
'Frontier Representative') and one Global member (such consent not to be
unreasonably withheld), (v) in connection with a qualified or other domestic
relations order or other judicial order, and (vi) in connection with
transfers made solely for estate planning purposes, so long as the transferee
agrees in writing to be bound by the terms of this Agreement. For the
purpose of this Agreement, the term 'transfer' means a sale, an assignment, a
grant, a transfer, or other disposition of any Subject Shares or any interest
of any nature in any Subject Shares, including, without limitation, the
'beneficial ownership' of such Subject Shares (as determined pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended).
1.2 Further Assurances. Each Shareholder shall execute and
deliver during the term of this Agreement, such further certificates,
agreements and other documents as Global determines in its sole discretion
are necessary or appropriate to implement the restrictions on transfer of the
Subject Shares contained in Section 1.1 hereof.
SECTION 2. Representations and Warranties of the Shareholders.
Each Shareholder severally represents and warrants to Global as follows:
2.1 Power and Authority. Each Shareholder has all requisite power
and authority to execute and deliver and perform its obligations under this
2.2 Authorization; Contravention. The execution and delivery by
each Shareholder of this Agreement and the performance by it of its
obligations under this Agreement have, (1) in the case of each Shareholder
that is a corporation, been duly authorized by all necessary corporate action
and (2) do not and will not conflict with or result in a violation pursuant
to, (A) in the case of each Shareholder that is a corporation, any provision
of its certificate of incorporation or bylaws, or similar organizational
document, or (B) any loan or credit agreement, note, mortgage, bond,
indenture, lease, benefit plan or other agreement, obligation, instrument,
permit, concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to such Shareholder, the
Subject Shares or any of such Shareholder's other properties or assets.
2.3 Binding Effect. This Agreement, when executed and delivered
by each Shareholder will constitute a valid and binding obligation of such
Shareholder, enforceable against such Shareholder, in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally, by general equity principles,
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) or by an implied covenant of good faith and fair dealing.
2.4 Litigation. There is no action, suit, investigation, complaint
or other proceeding pending against any Shareholder or, to the knowledge of
any Shareholder, threatened against any Shareholder or any other entity or
person that restricts in any material respect or prohibits (or, if
successful, would restrict or prohibit) performance by any party of its
obligations under this Agreement.
SECTION 3. Miscellaneous Provisions.
3.1 No Waivers; Remedies; Specific Performance.
3.1.1 No failure or delay by Global in exercising any right,
power or privilege under this Agreement shall operate as a waiver
of the right, power or privilege. A single or partial exercise of
any right, power or privilege shall not preclude any other or
further exercise of the right, power or privilege or the exercise
of any other right, power or privilege. The rights and remedies
provided in this Agreement shall be cumulative and not exclusive of
any rights or remedies provided by law.
3.1.2 In view of the uniqueness of the obligations contained
in this Agreement and the fact that Global would not have an
adequate remedy at law for money damages in the event that any
obligation under this Agreement is not performed in accordance with
its terms, each of the Shareholders therefore agrees that Global
shall be entitled to specific enforcement of the terms of this
Agreement in addition to any other remedy to which Global may be
entitled, at law or in equity.
3.2 Amendments, etc. No amendment, modification, termination, or
waiver of any provision of this Agreement, shall be effective unless it shall
be in writing and signed and delivered by the Shareholder thereby affected
and by Global and Frontier if prior to the Effective Time, and by the
Committee if subsequent to the Effective Time, and then it shall be effective
only in the specific instance and for the specific purpose for which it is
3.3 Successors and Assigns; Third Party Beneficiaries.
3.3.1 No party shall assign any of its rights or delegate any
of its obligations under this Agreement. Any assignment or
delegation in contravention of this Section 3.3.1 shall be void ab
initio and shall not relieve the assigning or delegating party of
any obligation under this Agreement.
3.3.2 The provisions of this Agreement shall be binding upon
and inure solely to the benefit of the parties hereto, the express
beneficiaries thereof (to the extent provided therein) and their
respective permitted heirs, executors, legal representatives,
successors and assigns, and no other person.
3.4 Governing Law. This Agreement and all rights, remedies,
liabilities, powers and duties of the parties hereto, shall be governed in
accordance with the laws of the State of New York without regard to
principles of conflicts of laws.
3.5 Severability of Provision. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any law
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.
3.6 Term. This Agreement shall be effective as of the date
specified in the first paragraph of this Agreement, and shall terminate upon
the first to occur of (i) that date which is six months after the Effective
Time of the Merger and (ii) the termination of the Merger Agreement pursuant
to Section 7.1 thereof (the 'Termination Date').
3.7 Survival. Each representation, warranty or covenant shall
remain in full force and effect until the Termination Date.
3.8 Submission to Jurisdiction; Waiver. Each Shareholder and
Global irrevocably agrees that any legal action or proceeding with respect to
this Agreement may be brought and determined in the courts of the State of
New York, and each Shareholder and Global hereby irrevocably submit with
regard to any such action or proceeding for itself and in respect to its
property, generally and unconditionally, to the non-exclusive jurisdiction of
the aforesaid courts. Each Shareholder and Global hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the jurisdiction of the above-
named courts for any reason other than the failure to serve process in
accordance with this Section 3.8, (b) that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior
to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and (c) to the fullest extent permitted by applicable
law, that (i) the suit, action or proceeding in any such court is brought in
an inconvenient forum, (ii) the venue of such suit, action or proceeding is
improper and (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts. This Agreement does not involve less than
$250,000 and the parties intend that Section 5-1401 of the New York General
Obligations will apply to this Agreement.
3.9 Waiver of Jury Trial. Each party, as a condition of its
right to enforce or defend any right under or in connection with this
Agreement, waives any right to a trial by jury in any action to enforce or
defend any right under this Agreement and agrees that any action shall be
tried before a court and not before a jury.
3.10 Notice. All notices and other communications hereunder shall
be in writing and shall be deemed duly given (1) on the date of delivery if
delivered personally, or by telecopy or telefacsimile, upon confirmation of
receipt, (2) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (3) on the tenth
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be given to Global and Frontier at its address stated in
Section 8.2 of the Merger Agreement and all notices to the Shareholders shall
be given at their respective addresses in the records of Global, or Frontier,
as the case may be, or, in each case, at any other address as the party may
specify for this purpose by notice to the other parties.
3.11 Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
all signatures were on the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first written above.
/s/ William Carter, Jr.
Name: William Carter, Jr.
/s/ Dan Cohrs
Name: Dan Cohrs
/s/ John Comparin
Name: John Comparin
/s/ Wallace S. Dawson
Name: Wallace S. Dawson
/s/ James Gorton
Name: James Gorton
/s/ Robert Sheh
Name: Robert Sheh
/s/ Thomas J. Casey
Name: Thomas J. Casey
/s/ Jack M. Scanlon
Name: Jack M. Scanlon
/s/ Robert Annunziata
Name: Robert Annunziata
/s/ William E. Conway
Name: William E. Conway
/s/ Dean C. Kehler
Name: Dean C. Kehler
/s/ Geoffrey J.W. Kent
Name: Geoffrey J.W. Kent
/s/ Jay R. Levine
Name: Jay R. Levine
/s/ William P. Phoenix
Name: William P. Phoenix
/s/ Bruce Raben
Name: Bruce Raben
/s/ Robert Barrett
Name: Robert Barrett
/s/ Joseph P. Clayton
Name: Joseph P. Clayton
/s/ Rolla P. Huff
Name: Rolla P. Huff