{"id":43059,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-global-crossing-ltd-and-frontier.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-global-crossing-ltd-and-frontier","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-global-crossing-ltd-and-frontier.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Global Crossing Ltd. and Frontier Corp."},"content":{"rendered":"<pre>\n                          AGREEMENT AND PLAN OF MERGER\n\n\n\n                           DATED AS OF MARCH 16, 1999\n\n\n                                     AMONG\n\n\n                             GLOBAL CROSSING LTD.,\n\n\n                             GCF ACQUISITION CORP.\n\n\n                                      AND\n\n\n                              FRONTIER CORPORATION\n\n\n\n\n================================================================================\n\n \n                               TABLE OF CONTENTS\n\n                                                                        Page\n                                                                        ----\n\n                              ARTICLE I THE MERGER\n \n 1.1  THE MERGER.                                                       2\n 1.2  CLOSING.                                                          2\n 1.3  EFFECTIVE TIME                                                    3\n 1.4  EFFECTS OF THE MERGER                                             3\n 1.5  CERTIFICATE OF INCORPORATION                                      3\n 1.6  BY-LAWS                                                           3\n 1.7  OFFICERS AND DIRECTORS OF SURVIVING CORPORATION                   3\n 1.8  EFFECT ON CAPITAL STOCK                                           4\n 1.9  VOTING AGREEMENT                                                  5\n1.10  ALTERNATIVE TRANSACTION STRUCTURE                                 5\n\n                       ARTICLE II EXCHANGE OF CERTIFICATES\n \n 2.1  EXCHANGE FUND                                                    13\n 2.2  EXCHANGE PROCEDURES                                              13\n 2.3  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED                         \n      SHARES                                                           14\n 2.4  NO FURTHER OWNERSHIP RIGHTS IN FRONTIER COMMON                    \n      STOCK                                                            15\n 2.5  NO FRACTIONAL SHARES OF GLOBAL COMMON STOCK                      15\n 2.6  TERMINATION OF EXCHANGE FUND                                     16\n 2.7  NO LIABILITY                                                     16\n 2.8  INVESTMENT OF THE EXCHANGE FUND                                  16\n 2.9  LOST CERTIFICATES                                                17\n2.10  WITHHOLDING RIGHTS                                               17\n2.11  FURTHER ASSURANCES                                               17\n2.12  STOCK TRANSFER BOOKS                                             17\n\n                   ARTICLE III REPRESENTATIONS AND WARRANTIES\n \n 3.1  REPRESENTATIONS AND WARRANTIES OF FRONTIER                       18\n 3.2  REPRESENTATIONS AND WARRANTIES OF GLOBAL                         27\n 3.3  REPRESENTATIONS AND WARRANTIES OF GLOBAL AND\n      MERGER SUB                                                       34\n\n \n              ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS\n \n 4.1  COVENANTS OF FRONTIER                                            35\n 4.2  COVENANTS OF GLOBAL                                              39\n 4.3  ADVICE OF CHANGES; GOVERNMENTAL FILINGS                          43\n 4.4  TRANSITION PLANNING; CONTINUED OPERATIONS OF\n      FRONTIER                                                         44\n 4.5  SERVICES AGREEMENT                                               44\n 4.6  CONTROL OF OTHER PARTY'S BUSINESS                                44\n\n                         ARTICLE V ADDITIONAL AGREEMENTS\n \n 5.1 PREPARATION OF PROXY STATEMENT; SHAREHOLDERS\n     MEETINGS                                                          45\n 5.2 GLOBAL BOARD OF DIRECTORS; OFFICERS; HEADQUARTERS                 47\n 5.3 ACCESS TO INFORMATION                                             47\n 5.4 REASONABLE BEST EFFORTS                                           48\n 5.5 ACQUISITION PROPOSALS                                             50\n 5.6 ASSUMPTION OF FRONTIER STOCK OPTIONS AND \n     WARRANTS; OTHER STOCK PLANS; EMPLOYEE BENEFITS \n     MATTERS                                                           52\n 5.7 FEES AND EXPENSES                                                 54\n 5.8 DIRECTORS' AND OFFICERS' INDEMNIFICATION AND \n     INSURANCE                                                         54\n 5.9 REDEMPTION OF FRONTIER PREFERRED STOCK                            55\n5.10 PUBLIC ANNOUNCEMENTS                                              55\n5.11 ACCOUNTANTS' LETTERS                                              55\n5.12 LISTING OF SHARES OF GLOBAL COMMON STOCK                          56\n5.13 VOTING TRUST                                                      56\n\n                         ARTICLE VI CONDITIONS PRECEDENT\n\n 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT\n     THE MERGER                                                        56\n 6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF GLOBAL\n     AND MERGER SUB                                                    57\n 6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF FRONTIER                  59\n\n                      ARTICLE VII TERMINATION AND AMENDMENT\n \n7.1  TERMINATION                                                       60\n\n \n 7.2  EFFECT OF TERMINATION                                            63\n 7.3  AMENDMENT                                                        64\n 7.4  EXTENSION; WAIVER                                                64\n\n                         ARTICLE VIII GENERAL PROVISIONS\n\n 8.1  NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND\n      AGREEMENTS                                                       64\n 8.2  NOTICES                                                          65\n 8.3  INTERPRETATION                                                   66\n 8.4  COUNTERPARTS                                                     66\n 8.5  ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES                   66\n 8.6  GOVERNING LAW                                                    67\n 8.7  SEVERABILITY                                                     67\n 8.8  ASSIGNMENT                                                       67\n 8.9  SUBMISSION TO JURISDICTION; WAIVERS                              67\n8.10  ENFORCEMENT                                                      68\n8.11  DEFINITIONS                                                      68\n8.12  OTHER AGREEMENTS                                                 70\n\n \n                                LIST OF EXHIBITS\n\n\nEXHIBIT                  TITLE\n\nA              Form of Stock Option Agreement\n1.9            Form of Voting Agreement\n3.1(k)         Form of Affiliate Agreement\n4.5            Services Agreement Term Sheet\n5.2            Classification of Directors\n5.6            Assumption of Frontier Stock Options and Frontier Warrants\n\n \n                           GLOSSARY OF DEFINED TERMS\n\nDefinition                          Location of Definition\n----------                          ----------------------\n\nAcquisition Proposal                    Section 5.5\nAffiliate Agreement                     Section 3.1(k)\nAgreement                               Preamble\nAlternative Merger                      Section 1.10(a)\nAlternative Merger Notice               Section 1.10(a)\nAlternative Merger Notice Date          Section 1.10(a)\nAmalgamation Agreement                  Section 1.10(j)(iii)\nApplicable Closing Conditions           Section 8.11(a)\nAverage Price                           Section 1.8(a)\nBlue Sky Laws                           Section 3.1(c)(iii)\nBoard of Directors                      Section 8.11(b)\nBusiness Day                            Section 8.11(c)\nCash Top-Up                             Section 7.1(g)\nCash Top-Up Election                    Section 7.1(g)\nCertificate                             Section 1.8(b)\nClosing                                 Section 1.2\nClosing Date                            Section 1.2\nCode                                    Recitals\nCombination Election                    Section 7.1(g)\nCombined Voting Power                   Section 8.11(d)\nCommunications Act                      Section 3.1(c)(iii)\nConfidentiality Agreement               Section 5.3\nDetermination Date                      Section 1.8(a)\nDOJ                                     Section 5.4(b)\nEffective Time                          Section 1.3\nEmployees                               Section 1.10(f)(i)\nERISA                                   Section 3.1(o)(i)\nERISA Affiliate                         Section 3.1(o)(i)\nExchange Act                            Section 3.1(c)(iii)\nExchange Agent                          Section 2.1\nExchange Fund                           Section 2.1\nExchange Ratio                          Section 1.8(a)\nExpenses                                Section 5.7\nFCC                                     Section 3.1(c)(iii)\nForm S-4                                Section 5.1(a)\nFrontier                                Preamble\nFrontier Affiliate Letter               Section 3.1(k)\nFrontier Benefit Plans                  Section 3.1(o)(i)\nFrontier Board Approval                 Section 3.1(f)\nFrontier Common Stock                   Recitals\n\n \nFrontier Disclosure Schedule            Section 3.1\nFrontier Employees                      Section 1.10(f)(i)\nFrontier Evaluation Period              Section 7.1(g)\nFrontier Financial Advisor              Section 3.1(i)\nFrontier Merger Sub                     Section 1.10(b)\nFrontier Preferred Stock                Section 3.1(b)(i)\nFrontier SEC Reports                    Section 3.1(d)(i)\nFrontier Shareholders Meeting           Section 5.1(b)\nFrontier Stock Option Plans             Section 3.1(b)(i)\nFrontier Stock Options                  Section 3.1(b)(i)\nFrontier Sub                            Section 3.1(d)(i)\nFrontier Voting Debt                    Section 3.1(b)(ii)\nFrontier Warrants                       Section 3.1(b)(i)\nGAAP                                    Section 3.1(d)(i)\nGlobal                                  Preamble\nGlobal Adjustment Election              Section 7.1(g)\nGlobal Benefit Plans                    Section 3.2(m)\nGlobal Charter Amendment                Section 3.2(c)(i)\nGlobal Common Stock                     Recitals\nGlobal Disclosure Schedule              Section 3.2\nGlobal Draft Disclosures                Section 3.2(d)(ii)\nGlobal Election Period                  Section 7.1(g)\nGlobal Employees                        Section 1.10(f)(i)\nGlobal Financial Advisor                Section 3.2(h)\nGlobal Holdings                         Section 3.2(d)(i)\nGlobal Merger Sub                       Section 1.10(b)\nGlobal SEC Reports                      Section 3.2 (d)(i)\nGlobal Shareholders Meeting             Section 5.1(c)\nGlobal Stock Option Plan                Section 3.2(b)(i)\nGlobal Transaction Information          Section 3.2(d)(ii)\nGlobal Voting Debt                      Section 3.2(b)(ii)\nGlobal Warrants                         Section 3.2 (b)(i)\nGovernmental Entity                     Section 3.1(c)(iii)\nHSR Act                                 Section 3.1(c)(iii)\nJoint Proxy Statement\/Prospectus        Section 5.1(a)\nMaterial Adverse Effect                 Section 8.11(e)\nMaterial Network Contract               Section 8.11(f)\nMerger                                  Recitals\nMerger Consideration                    Section 1.8(a)\nMerger                                  Sub Preamble\n\n \nNASDAQ                                  Section 1.8(a)\nNew Global                              Section 1.10(b)\nNew Global Common Stock                 Section 1.10(c)(i)\nNew Global Share Issuance               Section 1.10(h)(ii)\nNew York Certificate of Merger          Section 1.3\nNYBCL                                   Section 1.1\nNYSE                                    Section 3.1(c)(iii)\nPerson                                  Section 8.11(g)\nPlans                                   Section 1.10(f)(i)\nPrincipal Shareholders                  Recitals\nPUCs                                    Section 3.1(c)(iii)\nRegulatory Law                          Section 5.4(b)\nRequired Consents                       Section 3.1(c)(iii)\nRequired Frontier Vote                  Section 3.l(g)\nRequired Global Vote                    Section 3.2(g)\nRights                                  Section 3.1(b)(i)\nRights Agreement                        Section 3.1(b)(i)\nRule 145                                Section 3.1(k)\nSAS 72                                  Section 5.11\nSEC                                     Section 3.1(d)(i)\nSecurities Act                          Section 3.1(c)(iii)\nShare Issuance                          Section 3.2(c)(i)\nStock Option Agreement                  Recitals\nSubsidiary                              Section 8.11(h)\nSuperior Proposal                       Section 8.11(i)\nSurviving Corporation                   Section 1.1\nTermination Date                        Section 7.1(b)\nTermination Fee                         Section 7.2(b)\nTermination Notice                      Section 7.1(g)\nThe Other Party                         Section 8.11(j)\nThe Trigger Event                       Section 8.11(k)\nViolation                               Section 3.1(c)(ii)\n\n \n                          AGREEMENT AND PLAN OF MERGER\n\n          AGREEMENT AND PLAN OF MERGER, dated as of March 16, 1999 (this\n\"AGREEMENT\"), among Global Crossing Ltd., a company formed under the laws of\nBermuda (\"GLOBAL\"), GCF Acquisition Corp., a New York corporation and a direct\nwholly-owned subsidiary of Global (\"MERGER SUB\"), and Frontier Corporation, a\nNew York corporation (\"FRONTIER\").\n\n\n                              W I T N E S S E T H\n                              -------------------\n\n          WHEREAS, the respective Boards of Directors of Global, Merger Sub and\nFrontier have each determined that the merger of Merger Sub with and into\nFrontier (the \"MERGER\") is in the best interests of their respective\nshareholders, and such Boards of Directors have approved such Merger and the\nAlternative Merger (as defined in Section 1.10), upon the terms and subject to\nthe conditions set forth in this Agreement, pursuant to which each outstanding\nshare of common stock, par value $1.00 per share, of Frontier (\"FRONTIER COMMON\nSTOCK\") issued and out  standing immediately prior to the Effective Time (as\ndefined in Section 1.3), other than shares owned or held directly or indirectly\nby Global or directly by Frontier will be converted into the right to receive\nshares of common stock, par value $.01 per share, of Global (\"GLOBAL COMMON\nSTOCK\") as set forth in Section 1.8 or as otherwise provided in Section 1.10\nhereof;\n\n          WHEREAS, Global, Merger Sub and Frontier desire to make certain\nrepresentations, warranties, covenants and agreements in connection with the\ntransactions contemplated hereby and also to prescribe various conditions to the\ntransactions contemplated hereby;\n\n          WHEREAS, Global, Merger Sub and Frontier intend, by approving\nresolutions authorizing this Agreement, to adopt this Agreement as a plan of\nreorganization within the meaning of Section 368(a) of the Internal Revenue\nCode of 1986, as amended (the \"CODE\"), and the regulations promulgated\nthereunder;\n\n          WHEREAS, the Boards of Directors of Frontier and Global have approved\nand concurrently with the execution of this Agreement Frontier and Global will\nexecute an Agreement in the form attached hereto as Exhibit A (the \"STOCK OPTION\nAGREEMENT\") whereby Frontier will grant Global an option to purchase shares of\nFrontier Common Stock upon the terms and conditions provided in such agreement;\n\n          WHEREAS, concurrently herewith certain shareholders of Global\n(collectively, the \"PRINCIPAL SHAREHOLDERS\") have agreed to vote their shares in\nfavor of the transactions contemplated hereby pursuant to the Voting Agreement\n\n \n(as defined in Section 1.9); and\n\n          NOW, THEREFORE in consideration of the foregoing and the respective\nrepresentations, warranties, covenants and agreements set forth herein, and\nintending to be legally bound hereby, the parties hereto agree as follows:\n\n\n\n                                   ARTICLE I\n\n                                   THE MERGER\n\n          1.1  THE MERGER. Upon the terms and subject to the conditions set\nforth in this Agreement, and in accordance with the New York Business \nCorporation Law (the \"NYBCL\"), Merger Sub shall be merged with and into Frontier\nat the Effective Time. Following the Merger, the separate corporate existence of\nMerger Sub shall cease and Frontier shall continue as the surviving corporation\n(the \"SURVIVING CORPORATION\").\n\n          1.2  CLOSING.  The closing of the Merger (the \"CLOSING\") will take\nplace on the second Business Day after the satisfaction or waiver (subject to\napplicable law) of the conditions (excluding conditions that, by their terms,\ncannot be satisfied until the Closing Date) set forth in Article VI (the\n\"CLOSING DATE\"); PROVIDED, HOWEVER, that if the Average Price is less than\n$34.5625, then the Closing shall not occur prior to (i) if Frontier shall not\ndeliver a Termination Notice (as defined in Section 7.1(g)) to Global in\naccordance with Section 7.1(g), the second Business Day following the expiration\nof the Frontier Evaluation Period (as defined in Section 7.1(g)), or (ii) if\nFrontier shall deliver a Termination Notice to Global in accordance with Section\n7.1(g), the second Business Day following the earlier of (A) Global's delivery\nof a Global Adjustment Election, a Cash Top-Up Election or a Combination\nElection (in each case, as defined in Section 7(g)) and (B) the expiration of\nthe Global Election Period, in all cases, unless another time or date is agreed\nto by the parties hereto.  The Closing shall be held at the offices of Skadden,\nArps, Slate, Meagher &amp; Flom LLP, 919 Third Avenue, New York, New York 10022,\nunless another place is agreed to by the parties hereto.\n\n          1.3  EFFECTIVE TIME.  As soon as practicable following the Closing,\nthe parties shall (i) file a certificate of merger (the \"NEW YORK CERTIFICATE   \nOF MERGER\") in such form as is required by and executed in accordance with the\nrelevant provisions of the NYBCL and (ii) make all other filings or record   \nrequired under the NYBCL.  The Merger shall become effective at such \n\n \ntime as the New York Certificate of Merger is duly filed with the New York\nDepartment of State in accordance with Section 904 of the NYBCL or at such\nsubsequent time as Global and Frontier shall agree and as shall be specified in\nthe New York Certificate of Merger (the date and time the Merger becomes\neffective being the \"EFFECTIVE TIME\").\n\n          1.4  EFFECTS OF THE MERGER.  At and after the Effective Time, the\nMerger will have the effects set forth in Section 906 of the NYBCL. Without\nlimiting the generality of the foregoing, and subject thereto, at the Effective\nTime all the property, rights, privileges, powers and franchises of Frontier and\nMerger Sub shall be vested in the Surviving Corporation, and all debts,\nliabilities and duties of Frontier and Merger Sub shall become the debts,\nliabilities and duties of the Surviving Corporation.\n\n          1.5  CERTIFICATE OF INCORPORATION.  At the Effective Time, the\ncertificate of incorporation of the Surviving Corporation shall be amended in\naccordance with the NYBCL such that the certificate of incorporation of the\nSurviving Corporation shall consist of the provisions of the certificate of\nincorpora  incorporation of Merger Sub.\n\n          1.6  BY-LAWS.  The by-laws of Merger Sub as in effect at the Effective\nTime shall be the by-laws of the Surviving Corporation until thereafter changed\nor amended as provided therein or by applicable law.\n\n          1.7  OFFICERS AND DIRECTORS OF SURVIVING CORPO RATION.  The officers\nof Frontier as of the Effective Time shall be the officers of the Surviving\nCorporation, until the earlier of their resignation or removal or otherwise\nceasing to be an officer or until their respective successors are duly elected\nand qualified, as the case may be.  The directors of Merger Sub as of the\nEffective Time shall be the directors of the Surviving Corporation until the\nearlier of their resignation or removal or otherwise ceasing to be a director or\nuntil their respective successors are duly elected and qualified.\n\n          1.8  EFFECT ON CAPITAL STOCK.\n\n          (a) At the Effective Time by virtue of the Merger and without any\naction on the part of the holder thereof, each share of Frontier Common Stock\nissued and outstanding immediately prior to the Effective Time (other than\nshares of Frontier Common Stock owned or held directly or indirectly by Global\nor directly by Frontier, all of which shall be canceled as provided in Section\n1.8(c)) shall, except as provided in Section 7.1(g), be converted into the right\nto receive that number of shares of Global Common Stock equal to the Exchange\nRatio (as defined below) (the \"MERGER CONSIDERATION\").  \"EXCHANGE RATIO\" means\nthe quotient (rounded to the nearest 1\/10,000) determined by dividing $62.00 by\nthe Average \n\n \nPrice as defined below. \"AVERAGE PRICE\" means the average (rounded to the\nnearest 1\/10,000) of the volume weighted averages (rounded to the nearest\n1\/10,000) of the trading prices of Global Common Stock on the Nasdaq National\nMarket (\"NASDAQ\"), as reported by Bloomberg Financial Markets (or such other\nsource as the parties shall agree in writing), for the 15 trading days randomly\nselected by lot by Frontier and Global together from the 30 consecutive trading\ndays ending on the trading day immediately preceding the date on which all the\nconditions to Closing (other than conditions that, by their terms, cannot be\nsatisfied until the Closing Date so long as it is reasonably apparent that such\nconditions will be able to be satisfied on the Closing Date) set forth in\nArticle VI shall have been satisfied or waived (the \"DETERMINATION DATE\");\nPROVIDED, that the Exchange Ratio shall not be less than 1.0919, or, unless\nGlobal shall have exercised its rights to make a Global Adjustment Election or a\nCombination Election under Section 7.1(g), greater than 1.7939. If prior to the\nEffective Time, Global should split or combine the shares of Global Common\nStock, or pay a stock dividend or other stock distribution in shares of Global\nCommon Stock, or otherwise change the shares of Global Common Stock into any\nother securities, or make any other dividend or distribution on the shares of\nGlobal Common Stock, then the Exchange Ratio will be appropriately adjusted to\nreflect such split, combination, dividend or other distribution or change.\n\n          (b) As a result of the Merger and without any action on the part of\nthe holders thereof, at the Effective Time, all shares of Frontier Common Stock\nshall cease to be outstanding and shall be canceled and retired and shall cease\nto exist, and each holder of a certificate which immediately prior to the\nEffective Time repre  represented any such shares of Frontier Common Stock (a\n\"CERTIFICATE\") (other than Merger Sub, Global and Frontier) shall thereafter\ncease to have any rights with respect to such shares of Frontier Common Stock,\nexcept the right to receive the applicable Merger Consideration in accordance\nwith Article II upon the surrender of such certificate.\n\n          (c) Each share of Frontier Common Stock issued and owned or held\ndirectly or indirectly by Global or directly by Frontier at the Effective time\nshall, by virtue of the Merger, cease to be outstanding and shall be canceled\nand retired and no stock of Global or other consideration shall be delivered in\nexchange therefor.\n\n          (d) Each share of common stock, par value $1.00 per share, of Merger\nSub issued and outstanding immediately prior to the Effective Time shall\nforthwith cease to exist and shall be converted into one validly issued, fully\npaid and non-assessable share of common stock, par value $1.00 per share, of the\nSurviving Corporation as of the Effective Time.\n\n \n          1.9  VOTING AGREEMENT.  Concurrently with the execution and delivery\nof this Agreement, Frontier and the Principal Shareholders are executing and\ndelivering an agreement substantially in the form of Exhibit 1.9 hereto,\npursuant to which, among other things, the Principal Shareholders are agreeing\nto vote all of the shares of Global Common Stock owned, beneficially or of\nrecord, by them to approve the Share Issuance and the Global Charter Amendment\n(in each case, as defined in Section 3.2(c)(i)) and such shares in the aggregate\nconstitute, and at the record date for the Global Shareholders Meeting (as\ndefined in Section 5.1(d)), will constitute at least 51% of the Combined Voting\nPower (as defined in Section 8.11).\n\n          1.10  ALTERNATIVE TRANSACTION STRUCTURE.\n\n          (a) ALTERNATIVE MERGER NOTICE.  Frontier shall be entitled to give\nGlobal a notice to adopt the alternative merger structure (the \"ALTERNATIVE\nMERGER\") as described in Section 1.10(b) (the \"ALTERNATIVE MERGER NOTICE\") if\n(i) the Applicable Closing Conditions (as defined in Section 8.11) have been\nsatisfied, (ii) a Trigger Event (as defined in Section 8.11) has not occurred or\nis no longer in effect for any reason, and (iii) at least 180 days have passed\nsince the date of this Agreement; provided, however, that if a Trigger Event\noccurs between 180 days and 240 days after the date of this Agreement, the\nAlternative Merger Structure Notice shall be deemed terminated if the Form S-4\nwhich contains the Joint Proxy Statement\/Prospectus (as defined in Section 5.1)\nrelating to the Merger could be declared effective by the SEC under the\nSecurities Act at an earlier time than the Form S-4 which contains the Joint\nProxy Statement\/Prospectus relating to the Alternative Merger.  Unless the\nparties otherwise agree, without action on the part of either Global or\nFrontier, an Alternative Merger Notice shall be deemed to have been given on the\ndate that is 240 days after the date of this Agreement, provided that if a\nTrigger Event has not occurred or is no longer in effect for any reason, or, if\na Trigger Event had occurred, on the later date that such Trigger Event is no\nlonger in effect for any reason.  In the event an Alternative Merger Notice is\ngiven or deemed to have been given (the \"ALTERNATIVE MERGER NOTICE DATE\"), the\nMerger contemplated by Section 1.1 of this Agreement shall be restructured in\nthe manner set forth in this Section 1.10.  In such event, all references to the\nterm \"MERGER\" in this Agreement shall be deemed references to the transactions\ncontemplated by this Section 1.10, all references to the term \"EFFECTIVE TIME\"\nin this Agreement shall be deemed references to the time at which (i) the\ncertificate of merger is duly filed with the New York Department of State in\naccordance with Section 904 of the NYBCL and (ii) the registration of an\namalgamated company and such other documents as are required \n\n \nby the Companies Act 1981 Bermuda in connection with the merger are duly filed\nwith the Registrar of Companies Bermuda (or at such later time as is specified\nin the certificate of merger) with respect to the Merger as restructured in the\nmanner contemplated by this Section 1.10 and except as provided below, Sections\n1.8 and 2.5 shall no longer be of any force or effect and the provisions of this\nSection 1.10 shall govern the terms of the Merger. In the event that the\nAlternative Merger Notice is given or deemed to be given, references to the term\nMerger shall be deemed to be a reference to the Alternative Merger.\n\n          (b) THE ALTERNATIVE MERGER.  In the event an Alternative Merger Notice\nis given or deemed to have been given, New Global corporation, a Delaware\ncorporation (\"NEW GLOBAL\"), will promptly be formed by and owned equally by\nGlobal and Frontier.  Global and Frontier will cause New Global to become a\nparty to this Agreement.  Prior to the Effective Time of the Alternative Merger,\nGlobal and Frontier will cause New Global to incorporate two wholly owned\nsubsidiaries (\"GLOBAL MERGER SUB\", a Bermuda company and \"FRONTIER MERGER SUB\",\na New York corporation).  At the Effective Time of the Alternative Merger, (i)\nGlobal Merger Sub shall be amalgamated with and into Global in accordance with\nthe Companies Act of 1981 of Bermuda whereupon the separate existence of Global\nMerger Sub shall cease, and Global shall continue in the form of the amalgamated\ncompany, and (ii) Frontier Merger Sub shall be merged with and into Frontier in\naccordance with New York Law, whereupon the separate existence of Frontier\nMerger Sub shall cease, and Frontier shall be the surviving corporation.\nFrontier and Global are sometimes referred to herein as the \"SURVIVING \nCORPORATIONS\".\n\n          (c) EFFECT OF ALTERNATIVE MERGER ON CAPITAL STOCK.\n\n              (i)   At the Effective Time of the Alternative Merger, (A) each\nshare of Frontier Common Stock outstanding immediately prior to such Effective\nTime shall, except as otherwise provided below, be converted into the right to\nreceive that number of shares of New Global Common Stock, par value $.01 per\nshare (the \"NEW GLOBAL COMMON STOCK\"), equal to the Exchange Ratio (as defined\nin section 1.8(a)) and (B) each share of Global Common Stock outstanding\nimmediately prior to such Effective Time shall be converted into the right to\nreceive 1.0 share of New Global Common Stock. For purposes of the immediately\npreceding sentence, any cash transferred to the Frontier shareholders pursuant\nto the Cash Top-Up Election or the Combination Election shall be paid by New\nGlobal.\n\n              (ii)  As a result of the Alternative Merger and without any action\non the part of the holders thereof, at the Effective Time, all shares of\nFrontier Common Stock and Global Common Stock shall cease to be outstanding and\nshall be canceled and retired and shall cease to exist, and each holder of a\ncertificate which \n\n \nimmediately prior to the Effective Time represented any such shares of Frontier\nCommon Stock or Global Common Stock (a \"CERTIFICATE\") (other than New Global,\nGlobal Merger Sub, Frontier Merger Sub, Global and Frontier) shall thereafter  \ncease to have any rights with respect to such shares of Frontier Common Stock or\nGlobal Common Stock, except the right to receive the applicable Merger Consider\nation upon the surrender of such certificate.\n\n              (iii)  Each share of Frontier Common Stock issued and owned or\nheld directly or indirectly by Global or directly by Frontier at the Effective\nTime and each Share of Global Common Stock issued and owned or held directly or\nindirectly by Frontier or directly by Global at the Effective Time shall, by\nvirtue of the Alternative Merger, cease to be outstanding and shall be canceled\nand retired and no stock of New Global or other consideration shall be delivered\nin exchange therefor.\n\n              (iv)   Each share of common stock of Global Merger Sub or Frontier\nMerger Sub issued and outstanding immediately prior to the Effective Time shall\nforthwith cease to exist and shall be converted into one validly issued, fully\npaid and non-assessable share of common stock of the respective surviving\ncorporation as of the Effective Time.\n\n          (d) MERGER CONSIDERATION.  The New Global Common Stock to be received\nas consideration in the Alternative Merger by holders of Global Common Stock or\nFrontier Common Stock is referred to herein as the \"MERGER CONSIDERATION\".\n\n          (e) ASSUMPTION OF STOCK OPTIONS AND WARRANTS. New Global shall assume\nthe Frontier Stock Options and Frontier Warrants (as defined in Section 3.1(b))\nand the Global Stock Options and Global Warrants (as defined in Section 3.2(b))\non the terms set forth in Exhibits 5.6(i) and (ii) hereto respectively.\nFrontier and Global agree that each of the company's other stock plans and\ntreatment of each of the company's officers and employees shall be as set forth\nin the respective exhibits.  Frontier and Global shall take all such steps as\nmay be required to cause the transactions contemplated by this Section 1.10(e)\nand any other dispositions of Frontier and Global equity securities (including\nderivative securities) or acquisitions of New Global equity securities\n(including derivative securities) in connection with this Agreement by each\nindividual who (x) is a director or officer of Frontier or Global or (y) at the\nEffective Time, will become a director or officer of New Global, to be exempt\nunder Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as\namended, such steps to be taken in accordance with the \n\n \nNo-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps,\nSlate, Meagher &amp; Flom LLP.\n\n          (f)  EMPLOYEE BENEFITS.\n\n               (i) OBLIGATIONS OF NEW GLOBAL; COMPARA BILITY OF BENEFITS.  Each\nFrontier and Global Benefit Plan as to which Frontier or Global or any of their\nrespective Subsidiaries has any obligation with respect to any current or former\nemployee (the \"FRONTIER EMPLOYEES\" and the \"GLOBAL EMPLOYEES\" together the\n\"EMPLOYEES\") shall, as of the Effective Time, be the obligations of New Global\nand the respective Surviving Corporations. At the Effective Time and for at\nleast two years thereafter, New Global shall, or shall cause the respective\nSurviving Corporations to, provide benefits, in the aggregate, that are no less\nfavorable than the benefits provided, in the aggregate, under Fron  tier's and\nGlobal's respective Benefit Plans (the \"PLANS\") to the Employees immediately\nprior to the Effective Time.  Notwithstanding the foregoing, nothing herein\nshall require (A) the continuation of any particular Plan or prevent the\namendment or termination thereof (subject to the maintenance, in the aggregate,\nof the benefits as provided in the preceding sentence) or (B) New Global or the\nrespective Surviving Corporations to continue or maintain any stock purchase or\nother equity plan related to the equity of Frontier or Global or the respective\nSurviving Corporations.\n\n               (ii) PRE-EXISTING LIMITATIONS; DEDUCTIBLE; SERVICE CREDIT.  With\nrespect to any New Global Benefit Plans in which the Employees participate\neffective as of the Closing Date or thereafter, New Global shall, or shall cause\neach of the Surviving Corporations to: (A) not impose any limitations more\nonerous than those currently in effect as to pre-existing conditions, exclusions\nand waiting periods with respect to participation and coverage requirements\napplicable to the Employees under any welfare New Global Benefit Plan in which\nsuch Employees may be eligible to participate after the Effective Time, (B)\nprovide each Employee with credit for any co-payments and deductibles paid prior\nto the Effective Time in satisfying any applicable deductible or out-of-pocket\nrequirements under any welfare New Global Benefit Plan in which such employees\nmay be eligible to participate after the Effective Time, and (C) recognize all\nservice of the Employees with Frontier and Global respectively for all purposes\n(including, without limitation, purposes of eligibility to participate, vesting\ncredit, entitlement for benefits, and benefit accrual) in any New Global Benefit\nPlan in which such employ  ees may be eligible to participate after the\nEffective Time, to the same extent taken into account under a comparable\nFrontier or Global Plan immediately prior to the Closing Date.\n\n          (g) NO FRACTIONAL SHARES OF NEW GLOBAL COMMON STOCK.\n\n \n               (i)  No certificates or scrip for shares of New Global Common\nStock representing fractional shares of New Global Common Stock shall be issued\nupon the surrender for exchange of Certificates and such fractional share\ninterests will not entitle the owner thereof to vote or to have any rights of a\nshare holder of New Global or a holder of shares of New Global Common Stock.\n\n               (ii) Notwithstanding any other provision of this Agreement, each\nholder of shares of Frontier Common Stock exchanged pursuant to the Alternative\nMerger who would otherwise have been entitled to receive a fraction of a share\nof New Global Common Stock (after taking into account all Certificates delivered\nby such holder) shall receive, in lieu thereof, cash (without interest) in an\namount equal to the product of (A) such fractional part of a share of New Global\nCommon Stock multiplied by (B) the last sales price per share of Global Common\nStock reported on NASDAQ as reported in THE WALL STREET JOURNAL, Eastern\nedition, on the Closing Date.  As promptly as practicable after the determina\ntion of the amount of cash, if any, to be paid to holders of fractional\ninterests, the Exchange Agent shall notify New Global, and New Global shall\ncause the surviving corporation to deposit such amount with the Exchange Agent\nand shall cause the Exchange Agent to forward payments to such holders of\nfractional interests subject to and in accordance with the terms hereof.\n\n          (h) REPRESENTATIONS AND WARRANTIES OF NEW GLOBAL. Immediately prior to\nthe Effective Time of the Alternative Merger, New Global will become a party to\nthis Agreement and make the following representa  tions and warranties to each\nof Global and Frontier:\n\n              (i)   ORGANIZATION, STANDING AND POWER. At the Effective Time, New\nGlobal will be a corporation duly organized, validly existing and in good\nstanding under the laws of its jurisdiction of incorporation or organization,\nand will have all requisite power and authority to own, lease and operate its\nproperties and to carry on its business as now being conducted by Frontier and\nGlobal and will be duly qualified and in good standing to do business in each\njurisdiction in which the nature of its business or the ownership or leasing of\nits properties makes such qualification necessary other than in such\njurisdictions where the failure so to qualify or to be in good standing would\nnot, either individually or in the aggregate, reasonably be expected to have a\nMaterial Adverse Effect on New Global.\n\n               (ii) AUTHORITY; NO CONFLICTS\n\n \n                    (A) At the Effective Time, New Global will have all\nrequisite corporate power and authority to enter into this Agreement and to\nconsummate the transactions contemplated hereby, subject, in the case of the\nissuance of the shares of New Global Common Stock to be issued in the Merger\n(the \"NEW GLOBAL SHARE ISSUANCE\") and the New Global certificate of incorpo\nration will provide for authorized shares of New Global Common Stock of not less\nthan 2 billion shares. The execution and delivery of this Agreement and the\nconsum mation of the transactions contemplated hereby will be duly authorized by\nall necessary corporate action on the part of New Global. This Agreement will be\nduly executed and delivered by New Global and will constitute a valid and\nbinding agreement of New Global, enforceable against it in accordance with its\nterms, except as such enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium and similar laws relating to or affecting creditors\ngenerally, by general equity principles (regardless of whether such\nenforceability is considered in a proceeding in equity or at law) or by an\nimplied covenant of good faith and fair dealing.\n\n                    (B) At the Effective Time, the execution and delivery of\nthis Agreement by New Global will not, and the consummation by New Global of the\nAlternative Merger and the other transactions contemplated hereby will not,\nconflict with, or result in a Violation (as defined in Section 3.1(c)(ii))\npursuant to: (x) any provision of the certificate of incorporation or by-laws of\nNew Global or any charter document of any Subsidiary of New Global, or (y)\nexcept as would not, individually or in the aggregate, reasonably be expected to\nhave a Material Adverse Effect on New Global, subject to obtaining or making the\nconsents, approvals, orders, authorizations, registrations, declarations and\nfilings referred to in paragraph (C) below, any loan or credit agreement, note,\nmortgage, bond, indenture, lease, benefit plan or other agreement, obligation,\ninstrument, permit, concession, fran chise, license, judgment, order, decree,\nstatute, law, ordinance, rule or regulation applicable to New Global or any\nSubsidiary of New Global or their respective properties or assets.\n\n                    (C) At the Effective Time, no consent, approval, order or\nauthorization of, or registration, declaration or filing with, any Governmen\ntal Entity will be required by or with respect to New Global or any Subsidiary\nof New Global in connection with the execution and delivery of this Agreement by\nNew Global or the consummation of the Alternative Merger and the other\ntransactions contemplated hereby, except for the Required Consents, and such\nconsents, approvals, orders, authorizations, registrations, declarations and\nfilings the failure of which to make or obtain would not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on New\nGlobal.\n\n              (iii) BOARD APPROVAL.  At the Effective Time, the \n\n \nBoard of Directors of New Global, by resolutions duly adopted at a meeting duly\ncalled and held and not subsequently rescinded or modified in any way, will duly\n(A) determine that this Agreement and the Alternative Merger are in the best\ninterests of New Global and its shareholders, and (B) approve this Agreement,\nthe Alternative Merger and the issuance of shares of New Global Common Stock,\nand (C) recommend that the shareholders of New Global approve this Agreement\nand the issuance of shares of New Global Common Stock in the Alternative Merger.\n\n               (iv) SHAREHOLDER VOTE. Global and Frontier as the holders of\nall of the outstanding shares of New Global Common Stock shall vote to approve\nthis Agreement and the issuance of shares of New Global Common Stock in the\nAlternative Merger.\n\n          (i)  COVENANTS OF GLOBAL AND FRONTIER.  Prior to the Effective Time of\nthe Alternative Merger, Global and Frontier shall ensure that New Global, Global\nMerger Sub and Frontier Merger Sub take no actions and undertake no operations\nexcept as may be necessary in connection with the consummation of the Merger and\nthe transactions contemplated hereby.\n\n          (j)  MODIFICATIONS TO AGREEMENT.\n\n               (i) At the time of the Alternative Merger Notice Date, and\nwithout any further action on the part of either Frontier or Global, a new\nSection 6.2(e) and 6.3(d) to this Agreement will be added as follows:\n\n               \"New Global shall have performed in all material respects all of\nits obligations hereunder required to be performed by it at or prior to the\nEffective Time, and the representations and warranties of New Global shall be\naccurate in all material respects at and as of the Effective Time.\"\n\nand a new Section 6.1(h) will be added as follows:\n\n               \"The shares of New Global Common Stock to be issued in the\nAlternative Merger and such other shares to be reserved for issuance in the\nAlterna tive Merger shall have been approved upon official notice of issuance\nfor quotation on NASDAQ.\"\n\n               (ii)  Global and Frontier agree that in the event of the\nAlternative Merger Notice, any and all other appropriate adjustments shall be\nmade to the other terms and conditions of this Agreement to reflect the\ntransactions \n\n \ncontemplated by this Section 1.10.\n\n               (iii)  For the purposes of implementing the Alternative Merger,\nGlobal and Global Merger Sub shall enter into an Amalgamation Agreement (the\n\"AMALGAMATION AGREEMENT\") in accordance with the laws of Bermuda for\npresentation to and approval of the shareholders of Global and Global Merger\nSub.\n\n          (k)  LISTING OF SHARES OF NEW GLOBAL COMMON STOCK.  New Global shall\nuse its best efforts to cause the shares of New Global Common Stock to be issued\nin the Alternative Merger, and the shares of New Global Common Stock to be\nreserved for issuance upon exercise of the Frontier Stock Options, the Frontier\nWarrants, the Frontier Convertible Debt (as defined in Section 3.1(b)), and the\nGlobal Stock Options and Warrants, to be approved for quotation, upon official\nnotice of issuance, on NASDAQ.\n\n\n                                  ARTICLE II\n\n                           EXCHANGE OF CERTIFICATES\n\n          2.1  EXCHANGE FUND.  Prior to the Effective Time, Global shall appoint\nFirst Chicago Trust Company of New York or another commercial bank or trust\ncompany having net capital of not less than $100,000,000, or a subsidiary\nthereof, to act as exchange agent hereunder for the purpose of exchanging\nCertificates for the Merger Consideration (the \"EXCHANGE AGENT\").  At or prior\nto the Effective Time, Global shall deposit with the Exchange Agent, in trust\nfor the benefit of holders of shares of Frontier Common Stock, certificates\nrepresenting the Global Common Stock issuable pursuant to Section 1.8 in\nexchange for outstanding shares of Frontier Common stock and, if applicable,\ncash to be paid as a result of the Cash Top-Up pursuant to Section 7.1(g).\nGlobal agrees to make available to the Exchange Agent from time to time as\nneeded, cash sufficient to pay cash in lieu of fractional shares pursuant to\nSection 2.5, and any dividends and other distributions pursuant to Section 2.3.\nAny cash and certificates of Global Common Stock deposited with the Exchange\nAgent shall hereinafter be referred to as the \"EXCHANGE FUND.\"\n\n          2.2  EXCHANGE PROCEDURES.  As soon as reasonably practicable after the\nEffective Time, the Surviving Corporation shall cause the Exchange Agent to mail\nto each holder of a Certificate (i) a letter of transmittal which shall specify\nthat delivery shall be effected, and risk of loss and title to the Certificates\nshall pass, only upon delivery of the Certificates to the Exchange Agent, and\nwhich letter shall be in customary form and have such other provisions as Global\nmay reasonably specify and (ii) instructions for effecting the surrender of such\n\n \nCertificates in exchange for the applicable Merger Consideration. Upon surrender\nof a Certificate to the Exchange Agent together with such letter of transmittal,\nduly executed and completed in accordance with the instructions thereto, and\nsuch other documents as may reasonably be required by the Exchange Agent, the\nholder of such Certificate shall be entitled to receive in exchange therefor (A)\none or more certifi  cates for Global Common Stock representing, in the\naggregate, the whole number of shares that such holder has the right to receive\npursuant to Section 1.8 (after taking into account all shares of Frontier Common\nStock then held by such holder) and (B) a check in the amount equal to the cash\nthat such holder has the right to receive pursuant to the provisions of this\nArticle II, including cash in lieu of any fractional shares of Global Common\nStock pursuant to Section 2.5, any dividends and other distributions pursuant to\nSection 2.3 and any cash to be paid as a result of a Cash Top-Up pursuant to\nSection 7.1(g).  No interest will be paid or will accrue on any cash payable\npursuant to Section 2.3, Section 2.5 or as a result of a Cash Top-Up pursuant to\nSection 7.1(g).  In the event of a transfer of ownership of Frontier Common\nStock which is not registered in the transfer records of Frontier, certificates\nfor one or more shares of Global Common Stock evidencing, in the aggregate, the\nproper number of shares of Global Common Stock and a check in the proper amount\nof cash in lieu of any fractional shares of Global Common Stock pursuant to\nSection 2.5, any dividends or other distributions to which such holder is\nentitled pursuant to Section 2.3, and as a result of a Cash Top-Up pursuant to\nSection 7.1(g) may be issued with respect to such Frontier Common Stock to such\na transferee if the Certificate representing such shares of Frontier Common\nStock is presented to the Exchange Agent, accompanied by all documents required\nto evidence and effect such transfer and to evidence that any applicable stock\ntransfer taxes have been paid.\n\n          2.3  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.  No dividends\nor other distributions declared or made with respect to shares of Global Common\nStock with a record date after the Effective Time (if any) shall be paid to the\nholder of an unsurrendered Certificate with respect to the shares of Global\nCommon Stock that such holder would be entitled to receive upon surrender of\nsuch Certificate, no cash payment in lieu of fractional shares of Global Common\nStock shall be paid to any such holder pursuant to Section 2.5 and no cash\npayment as a result of a Cash Top-Up pursuant to Section 7.1(g) shall be paid to\nany such holder, until such holder shall surrender such Certificate in\naccordance with Section 2.2.  Subject to the effect of applicable laws,\nfollowing surrender of any such Certificate, there shall be paid to such holder\nof shares of Global Common Stock issuable in exchange therefor, without\ninterest, (a) promptly after the time of such surrender, the amount of any cash\npayable in lieu of fractional shares of Global Common Stock to which such holder\nis entitled pursuant to Section 2.5, the amount \n\n \nof any dividends or other distributions with a record date after the Effective\nTime theretofore paid with respect to such whole shares of Global Common Stock\nand any cash payment as a result of a Cash Top-Up pursuant to Section 7.1(g),\nand (b) at the appropriate payment date, the amount of any dividends or other\ndistributions with a record date after the Effective Time but prior to such\nsurrender and a payment date subsequent to such surrender payable with respect\nto such shares of Global Common Stock.\n\n          2.4  NO FURTHER OWNERSHIP RIGHTS IN FRONTIER COMMON STOCK.  All shares\nof Global Common Stock issued and cash paid upon conversion of shares of\nFrontier Common Stock in accordance with the terms of Article I and this Article\nII (including any cash paid pursuant to Section 2.3, 2.5 or as a result of a\nCash Top-Up pursuant to Section 7.1(g)) shall be deemed to have been issued or\npaid in full satisfaction of all rights pertaining to the shares of Frontier\nCommon Stock.\n\n          2.5  NO FRACTIONAL SHARES OF GLOBAL COMMON STOCK.\n\n          (a) No certificates or scrip for shares of Global Common Stock\nrepresenting fractional shares of Global Common Stock shall be issued upon the\nsurrender for exchange of Certificates and such fractional share interests will\nnot entitle the owner thereof to vote or to have any rights of a shareholder of\nGlobal or a holder of shares of Global Common Stock.\n\n          (b) Notwithstanding any other provision of this Agreement, each holder\nof shares of Frontier Common Stock exchanged pursuant to the Merger who would\notherwise have been entitled to receive a fraction of a share of Global Common\nStock (after taking into account all Certificates delivered by such holder)\nshall receive, in lieu thereof, cash (without interest) in an amount equal to\nthe product of (i) such fractional part of a share of Global Common Stock\nmultiplied by (ii) the last sales price per share of Global Common Stock\nreported on NASDAQ as reported in THE WALL STREET JOURNAL, Eastern edition, on\nthe Closing Date.  As promptly as practicable after the determination of the\namount of cash, if any, to be paid to holders of fractional interests, the\nExchange Agent shall notify Global, and Global shall cause the Surviving\nCorporation to deposit such amount with the Exchange Agent and shall cause the\nExchange Agent to forward payments to such holders of fractional interests\nsubject to and in accordance with the terms hereof.\n\n          2.6  TERMINATION OF EXCHANGE FUND.  Any portion of \n\n \nthe Exchange Fund which remains undistributed to the holders of Certificates for\ntwelve months after the Effective Time shall be delivered to the Surviving\nCorpora tion or otherwise on the instruction of the Surviving Corporation, and\nany holders of the Certificates who have not theretofore complied with this\nArticle II shall thereafter look only to the Surviving Corporation and Global\nfor the Merger Consideration with respect to the shares of Frontier Common Stock\nformerly represented thereby to which such holders are entitled pursuant to\nSection 1.8 and Section 2.2, any cash in lieu of fractional shares of Global\nCommon Stock to which such holders are entitled pursuant to Section 2.5, any\ndividends or distributions with respect to shares of Global Common Stock to\nwhich such holders are entitled pursuant to Section 2.3 and any cash payment as\na result of a Cash Top-Up pursuant to Section 7.1(g).\n\n          2.7  NO LIABILITY.  None of Global, Merger Sub, Frontier, the\nSurviving Corporation or the Exchange Agent shall be liable to any Person in\nrespect of any Merger Consideration from the Exchange Fund delivered to a public\nofficial pursuant to any applicable abandoned property, escheat or similar law.\n\n          2.8  INVESTMENT OF THE EXCHANGE FUND.  Except as provided below, the\nExchange Agent shall invest any cash included in the Exchange Fund as directed\nby the Surviving Corporation on a daily basis.  If Global exercises the Cash\nTop-Up Election pursuant to Section 7.1(g), then the Exchange Agent shall invest\nthe cash included in the Exchange Fund only in one or more of the following\ninvestments as directed by the Surviving Corporation from time to time in (a)\nobligations of the United States government maturing not more than 180 days\nafter the date of purchase; (b) certificates of deposit maturing not more than\n180 days after the date of purchase issued by a bank organized under the laws of\nthe United States or any state thereof having combined capital and surplus of at\nleast $500,000,000; (c) a money market fund having assets of at least\n$3,000,000,000; or (d) tax-exempt or corporate debt obligations maturing not\nmore than 180 days after the date of pur  chase given the highest investment\ngrade rating by Standard &amp; Poor's and Moody's Investor Service.  Any interest\nand other income resulting from such investments shall promptly be paid to the\nSurviving Corporation.\n\n          2.9  LOST CERTIFICATES.  If any Certificate shall have been lost,\nstolen or destroyed, upon the making of an affidavit of that fact by the Person\nclaiming such Certificate to be lost, stolen or destroyed and, if required by\nthe Surviving Corporation, the posting by such Person of a bond in such\nreasonable amount as the Surviving Corporation may direct as indemnity against\nany claim that may be made against it with respect to such Certificate, the\nExchange Agent will deliver in exchange for such lost, stolen or destroyed\nCertificate the applicable Merger Consideration with respect to the shares of\nFrontier Common Stock formerly represented thereby, any cash in lieu of\nfractional shares of Global Common Stock, and unpaid dividends and distributions\non shares of Global Common Stock \n\n \ndeliverable in respect thereof, pursuant to this Agreement.\n\n          2.10  WITHHOLDING RIGHTS.  Each of the Surviving Corpora tion and\nGlobal shall be entitled to deduct and withhold from the consideration otherwise\npayable pursuant to this Agreement to any holder of shares of Frontier Common\nStock such amounts as it is required to deduct and withhold with respect to the\nmaking of such payment under the Code and the rules and regulations promul\ngated thereunder, or any provision of state, local or foreign tax law.  To the\nextent that amounts are so withheld by the Surviving Corporation or Global, as\nthe case may be, such withheld amounts shall be treated for all purposes of this\nAgreement as having been paid to the holder of the shares of Frontier Common\nStock in respect of which such deduction and withholding was made by the\nSurviving Corporation or Global, as the case may be.\n\n          2.11  FURTHER ASSURANCES.  At and after the Effective Time, the\nofficers and directors of the Surviving Corporation will be authorized to\nexecute and deliver, in the name and on behalf of Frontier or Merger Sub, any\ndeeds, bills of sale, assignments or assurances and to take and do, in the name\nand on behalf of Frontier or Merger Sub, any other actions and things to vest,\nperfect or confirm of record or otherwise in the Surviving Corporation any and\nall right, title and interest in, to and under any of the rights, properties or\nassets acquired or to be acquired by the Surviving Corporation as a result of,\nor in connection with, the Merger.\n\n          2.12  STOCK TRANSFER BOOKS.  At the close of business, New York City\ntime, on the day the Effective Time occurs, the stock transfer books of Frontier\nshall be closed and there shall be no further registration of transfers of\nshares of Frontier Common Stock thereafter on the records of Frontier.  From and\nafter the Effective Time, the holders of Certificates shall cease to have any\nrights with respect to such shares of Frontier Common Stock formerly represented\nthereby, except as otherwise provided herein or by law.  On or after the\nEffective Time, any Certificates presented to the Exchange Agent, the Surviving\nCorporation or Global for any reason shall be converted into the Merger\nConsideration with respect to the shares of Frontier Common Stock formerly\nrepresented thereby, any cash in lieu of fractional shares of Global Common\nStock to which the holders thereof are entitled pursuant to Section 2.5, any\ndividends or other distributions to which the holders thereof are entitled\npursuant to Section 2.3 and any cash payment as a result of a Cash Top-Up\npursuant to Section 7.1(g).\n\n                                  ARTICLE III\n\n \n                        REPRESENTATIONS AND WARRANTIES\n\n          3.1  REPRESENTATIONS AND WARRANTIES OF FRON TIER.  Except as set forth\nin the Frontier Disclosure Schedule delivered by Frontier to Global prior to the\nexecution of this Agreement (the \"FRONTIER DISCLOSURE SCHEDULE\"), Frontier\nrepresents and warrants to Global as follows:\n\n          (a) ORGANIZATION, STANDING AND POWER.  Each of Frontier and each of\nits Subsidiaries is a corporation duly organized, validly existing and in good\nstanding under the laws of its jurisdiction of incorporation or organiza  tion,\nhas all requisite power and authority to own, lease and operate its properties\nand to carry on its business as now being conducted and is duly qualified and in\ngood standing to do business in each jurisdiction in which the nature of its\nbusiness or the ownership or leasing of its properties makes such qualification\nnecessary other than in such jurisdictions where the failure so to qualify or to\nbe in good standing would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect (as defined in Section 8.11) on\nFrontier.  The copies of the restated certificate of incorporation and by-laws\nof Frontier which were previously furnished to Global are true, complete and\ncorrect copies of such documents as in effect on the date of this Agreement.\n\n          (b)  CAPITAL STRUCTURE.\n\n               (i) As of March 12, 1999, the authorized capital stock of\nFrontier consisted of (A) 300,000,000 shares of Frontier Common Stock, of which\n172,321,329 shares were outstanding, (B) 850,000 shares of Cumulative Preferred\nStock, par value $100 per share, of which 53,067 shares of Cumulative Preferred\nStock, 5% Series, 38,492 shares of Cumulative Preferred Stock, Second 5% Series,\n48,044 shares of Cumulative Preferred Stock, 5.65% Series, 41,514 shares of\nCumulative Preferred Stock, 4.60% Series (collectively, the \"FRONTIER PRE FERRED\nSTOCK\") and no shares of Convertible Preferred Stock, 5% Series were\noutstanding, (C) 4,000,000 shares of Class A Preferred Stock, par value $100 per\nshare, of which no shares were outstanding, and (D) 3,000,000 shares of Junior\nParticipating Class A Preferred Stock which were reserved for issuance upon\nexercise of the rights (the \"RIGHTS\") distributed to the holders of Frontier\nCommon Stock pursuant to the Rights Agreement, dated as of April 9, 1995,\nbetween Frontier and First National Bank of Boston, as Rights Agent, as amended\n(the \"RIGHTS AGREEMENT\"). Since March 12, 1999 to the date of this Agreement,\nthere have \n\n \nbeen no issuances of shares of the capital stock of Frontier or any\nother securities of Frontier other than issuances of shares (and accompanying\nRights) pursuant to options or rights outstanding as of March 12, 1999 under the\nFrontier Benefit Plans (as defined in Section 3.1(o)). All issued and\noutstanding shares of the capital stock of Frontier are duly authorized, validly\nissued, fully paid and non-assessable, and no class of capital stock is entitled\nto preemptive rights. There were outstanding as of March 12, 1999 no options,\nwarrants or other rights to acquire capital stock from Frontier other than (w)\nthe Rights, (x) options representing in the aggregate the right to purchase\n14,902,015 shares of Frontier Common Stock (collectively, the \"FRONTIER STOCK\nOPTIONS\") under the Directors' Stock Incentive Plan, the Employees' Stock Option\nPlan, the Management Stock Incentive Plan, the ALC Communications Corporation\n1994 Non-Employee Director Stock Option Plan, the ALC Communications\nCorporation 1990 Stock Option Plan, the ALC Communications Corporation 1986\nStock Option Plan, the GlobalCenter, Inc. 1997 Stock Plan Stock Option Agreement\nand the (GlobalCenter) Primenet Services for the Internet, Inc. 1995 Stock\nOption Plan (collectively, the \"FRONTIER STOCK OPTION PLANS\"), (y) warrants to\npurchase up to 27,699 shares of Frontier Common Stock (the \"FRONTIER\nWARRANTS\"), and (z) 10.46% convertible debenture due October 27, 2008 with the\nWalters Trust (Canandaigua National Bank) which are Convertible into Frontier\nCommon Stock at $10.5375 per share (the \"FRONTIER CONVERTIBLE DEBT\"). As of\nMarch 12, 1999, Frontier had further reserved 17,857,123 shares of Frontier\nCommon Stock for purchase pursuant to the Frontier Stock Option Plans,\nConvertible Debentures and the Frontier Warrants. Other than pursuant to the\nStock Option Agreement, the associated Rights issued with the shares issued as\ndescribed above, no options or warrants or other rights to acquire capital stock\nfrom Frontier have been issued or granted since March 12, 1999 to the date of\nthis Agreement.\n\n                (ii)   As of the date of this Agreement, no bonds, debentures,\nnotes or other indebtedness of Frontier having the right to vote on any matters\non which shareholders may vote (\"FRONTIER VOTING DEBT\") are issued or\noutstanding.\n\n                (iii)  Except as otherwise set forth in this Section 3.1(b) and\nthe Stock Option Agreement and as contemplated by Section 5.6, as of the date of\nthis Agreement, there are no securities, options, warrants, calls, rights,\ncommitments, agreements, arrangements or undertakings of any kind to which\nFrontier or any of its Subsidiaries is a party or by which any of them is bound\nobligating Frontier or any of its Subsidiaries to issue, deliver or sell, or\ncause to be issued, delivered or sold, additional shares of capital stock or\nother voting securities of Frontier or any of its Subsidiaries or obligating\nFrontier or any of its Subsidiaries to issue, grant, extend or enter into any\nsuch security, option, warrant, call, right, commitment, agreement, arrangement\nor undertaking. As of the date of this Agreement, and except as contemplated by\nSection 5.9, there are no outstanding obligations of Frontier or any\n\n \nof its Subsidiaries to repurchase, redeem or otherwise acquire any shares of\ncapital stock of Frontier or any of its Subsidiaries.\n\n          (c)  AUTHORITY; NO CONFLICTS.\n\n               (i) Frontier has all requisite corporate power and authority to\nenter into this Agreement and the Stock Option Agreement and to consummate the\ntransactions contemplated hereby and thereby, subject in the case of the\nconsummation of the Merger to the adoption of this Agreement by the Required\nFrontier Vote (as defined in Section 3.1(g)). The execution and delivery of this\nAgreement and the Stock Option Agreement and the consummation of the\ntransactions contemplated hereby and thereby have been duly authorized by all\nnecessary corporate action on the part of Frontier, subject in the case of the\nconsummation of the Merger to the adoption of this Agreement by the Required\nFrontier Vote. This Agreement and the Stock Option Agreement have been duly\nexecuted and delivered by Frontier and each constitutes a valid and binding\nagreement of Frontier, enforceable against it in accordance with its terms,\nexcept as such enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium and similar laws relating to or affecting creditors\ngenerally, by general equity principles (regardless of whether such\nenforceability is considered in a proceeding in equity or at law) or by an\nimplied covenant of good faith and fair dealing.\n\n               (ii) The execution and delivery of this Agreement and the Stock\nOption Agreement by Frontier does not and the consummation of the Merger by\nFrontier and the other transactions contemplated hereby or thereby will not,\nconflict with, or result in any violation of, or constitute a default (with or\nwithout notice or lapse of time, or both) under, or give rise to a right of\ntermination, amend  ment, cancellation or acceleration of any obligation or the\nloss of a material benefit under, or the creation of a lien, pledge, security\ninterest, charge or other encumbrance on any assets (any such conflict,\nviolation, default, right of termination, amendment, cancellation or\nacceleration, loss or creation, a \"VIOLATION\") pursuant to: (A) any provision of\nthe certificate of incorporation or by-laws of Frontier or any Subsidiary of\nFrontier, or (B) except as would not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Frontier, subject to\nobtaining or making the consents, approvals, orders, authorizations,\nregistrations, declarations and filings referred to in paragraph (iii) below,\nany loan or credit agreement, note, mortgage, bond, indenture, lease, benefit\nplan or other agreement, Material Network Contract (as defined in Section 8.11),\nobligation, instrument, permit, concession, franchise, license, judgment, order,\ndecree, statute, law, \n\n \nordinance, rule or regulation applicable to Frontier or any Subsidiary of\nFrontier or their respective properties or assets.\n\n               (iii)  No consent, approval, order or authorization of, or\nregistration, declaration or filing with, any supranational, national, state,\nmunicipal or local government, any instrumentality, subdivision, court,\nadministrative agency or commission or other authority thereof, or any quasi-\ngovernmental or private body exercising any regulatory, taxing, importing or\nother governmental or quasi-governmental authority (a \"GOVERNMENTAL ENTITY\"), is\nrequired by or with respect to Frontier or any Subsidiary of Frontier in\nconnection with the execu  tion and delivery of this Agreement and the Stock\nOption Agreement by Frontier or the consummation of the Merger and the other\ntransactions contemplated hereby or thereby, except for those required under or\nin relation to (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended (the \"HSR ACT\"), (B) the Communications Act of 1934, as amended (the\n\"COMMUNICATIONS ACT\"), and any rules and regulations promulgated by the Federal\nCommunications Commission (\"FCC\"), (C) state securities or \"blue sky\" laws (the\n\"BLUE SKY LAWS\"), (D) the Securities Act of 1933, as amended (the \"SECURITIES\nACT\"), (E) the Securities Exchange Act of 1934, as amended (the \"EXCHANGE ACT\"),\n(F) the NYBCL with respect to the filing of the New York Certificate of Merger,\n(G) laws, rules, regula  tions, practices and orders of any state or state\npublic service commissions (\"PUCS\"), local franchising authorities, foreign\ntelecommunications regulatory agencies or similar state or foreign regulatory\nbodies, (H) rules and regulations of NASDAQ and the New York Stock Exchange,\nInc. (the \"NYSE\"), (I) antitrust or other competition laws of other\njurisdictions, and (J) such consents, approvals, orders, authorizations,\nregistrations, declarations and filings the failure of which to make or obtain\nwould not, individually or in the aggregate, reasonably be expected to have a\nMaterial Adverse Effect on Frontier. Consents, approvals, orders,\nauthorizations, registrations, declarations and filings required under or in\nrelation to any of the foregoing clauses (A) through (I) are hereinafter\nreferred to as \"REQUIRED CONSENTS.\"\n\n          (d) REPORTS AND FINANCIAL STATEMENTS.\n\n              (i) Frontier and Frontier Telephone of Rochester, Inc., a New York\ncorporation (\"FRONTIER SUB\"), have filed all required reports, schedules,\nforms, statements and other documents required to be filed by it with the\nSecurities and Exchange Commission (the \"SEC\") since January 1, 1998 including\nFrontier's Current Report on Form 8-K, dated January 26, 1999, containing\nFrontier's audited financial statements for the year ended December 31, 1998 and\nits proxy statement with respect to the proposed 1999 annual meeting of\nshareholders of Frontier (collectively, including all exhibits thereto, the\n\"FRONTIER SEC REPORTS\").  Other than Frontier Sub, no Subsidiary of Frontier\nis required to file any form, report or other document with the SEC.  None of\nthe Frontier SEC \n\n \nReports, as of their respective dates (and, if amended or superseded by a filing\nprior to the date of this Agreement, then on the date of such filing), contained\nany untrue statement of a material fact or omitted to state a material fact\nrequired to be stated therein or necessary to make the statements therein, in\nlight of the circumstances under which they were made, not misleading. Each of\nthe financial statements (including the related notes) included in the Frontier\nSEC Reports presents fairly, in all material respects, the consolidated\nfinancial position and consolidated results of operations and cash flows of\nFrontier and its Subsidiaries as of the respective dates or for the respective\nperiods set forth therein, all in conformity with United States generally\naccepted accounting principles (\"GAAP\") consistently applied during the periods\ninvolved except as otherwise noted therein, and subject, in the case of the\nunaudited interim financial statements, to normal and recurring year-end\nadjustments that have not been and are not expected to be material in amount.\nAll of such Frontier SEC Reports, as of their respective dates, complied as to\nform in all material respects with the applicable requirements of the Securities\nAct and the Exchange Act and the rules and regulations promulgated thereunder.\n\n               (ii)  From December 31, 1998 until the date of this Agreement,\nFrontier and its Subsidiaries have not incurred any liabilities that are of a\nnature that would be required to be disclosed on a balance sheet of Frontier and\nits Subsidiaries or the footnotes thereto prepared in conformity with GAAP,\nother than (A) liabilities incurred in the ordinary course of business or (B)\nliabilities that would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on Frontier.\n\n          (e)  INFORMATION SUPPLIED.\n\n               (i) None of the information supplied or to be supplied by\nFrontier for inclusion or incorporation by reference in (A) the registration\nstatement on Form S-4 (as defined in Section 5.1) to be filed with the SEC by\nGlobal in connection with the issuance of the Global Common Stock in the Merger\nwill, at the time it becomes effective under the Securities Act, contain any\nuntrue statement of a material fact or omit to state any material fact required\nto be stated therein or necessary to make the statements therein not misleading\nand (B) the Joint Proxy Statement\/Prospectus (as defined in Section 5.1)\nincluded in the Form S-4 relating to the Frontier Shareholders Meeting and the\nGlobal Shareholders Meeting (each, as defined in Section 5.1) and the Global\nCommon Stock to be issued in the Merger will, on the date it is first mailed to\nFrontier shareholders or Global shareholders or at the time of the Frontier\nShareholders Meeting or the Global Shareholders Meeting, contain any untrue\nstatement of a material fact or omit to state any material fact \n\n \nrequired to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they were made, not\nmisleading.\n\n               (ii)  Notwithstanding the foregoing provisions of this Section\n3.1(e), no representation or warranty is made by Frontier with respect to\nstatements made or incorporated by reference in the Form S-4 or the Joint Proxy\nStatement\/Prospectus based on information supplied by Global for inclusion or\nincorporation by reference therein.\n\n          (f) BOARD APPROVAL.  The Board of Directors of Frontier, by\nresolutions duly adopted at a meeting duly called and held and not subsequently\nrescinded or modified in any way (the \"FRONTIER BOARD APPROVAL\"), has duly (i)\ndetermined that this Agreement, the Stock Option Agreement, the Merger and the\nAlternative Merger are in the best interests of Frontier and its shareholders,\n(ii) adopted this Agreement and approved the Stock Option Agreement, the Merger\nand the Alternative Merger and (iii) recommended that the shareholders of\nFrontier adopt this Agreement and approve the Merger or, if applicable, the\nAlternative Merger.  The Frontier Board Approval constitutes approval of this\nAgreement, the Stock Option Agreement, the Merger and the Alternative Merger for\npurposes of Section 912 of the NYBCL (assuming that Global is not an \"interested\nshareholder\" under Section 912 of the NYBCL immediately before the execution and\ndelivery of this Agreement and the Stock Option Agreement and does not take any\nother actions to become an \"interested shareholder\" thereunder).\n\n          (g) VOTE REQUIRED.  The affirmative vote of the holders of two-thirds\nof the outstanding shares of Frontier Common Stock (the \"REQUIRED FRONTIER\nVOTE\") is the only vote of the holders of any class or series of Frontier\ncapital stock necessary to adopt this Agreement and approve the transactions\ncontemplated hereby (assuming that Global is not an \"interested shareholder\"\nunder Section 912 of the NYBCL immediately before the execution and delivery of\nthis Agreement and the Stock Option Agreement and does not take any other\nactions to become an \"interested shareholder\" thereunder); provided that the\nredemption notice described in Frontier's restated certificate of incorporation\nis given and all funds necessary for such redemption are set aside prior to the\nFrontier Shareholders Meeting.  No vote of the shareholders of Frontier is\nrequired to approve the Stock Option Agreement.\n\n          (h) RIGHTS AGREEMENT.  The Board of Directors of Frontier has approved\nan amendment to the Rights Agreement to the effect that none of Global or its\naffiliates or associates shall become an \"Acquiring Person\" (as defined in the\nRights Agreement) by reason of the execution of this Agreement or the Stock\nOption Agreement, the exercise of the option granted thereby or the consummation\nof the Merger or the Alternative Merger.\n\n \n          (i) BROKERS OR FINDERS.  No agent, broker, investment banker,\nfinancial advisor or other firm or Person is or will be entitled to any broker's\nor finder's fee or any other similar commission or fee in connection with any of\nthe transactions contemplated by this Agreement, except Morgan Stanley &amp; Co.\nIncorporated (the \"FRONTIER FINANCIAL ADVISOR\"), whose fees and expenses will\nbe paid by Frontier in accordance with Frontier's agreement with such firm,\nbased upon arrangements made by or on behalf of Frontier and previously\ndisclosed to Global.\n\n          (j) OPINION OF FRONTIER FINANCIAL ADVISOR.  Frontier has received the\nopinion of the Frontier Financial Advisor, dated the date of this Agreement, to\nthe effect that, as of such date, the Exchange Ratio is fair, from a financial\npoint of view, to the holders of Frontier Common Stock, a copy of which opinion\nhas been made available to Global.\n\n          (k) AFFILIATE LETTER AND AGREEMENTS.  On or prior to the date of the\nFrontier Shareholders Meeting, Frontier will deliver to Global a letter (the\n\"FRONTIER AFFILIATE LETTER\") identifying all persons who may, at the time this\nAgreement is submitted for adoption by the shareholders of Frontier, be deemed\nto be \"affiliates\" of Frontier for purposes of Rule 145 under the Securities Act\n(\"RULE 145\").  On or prior to the Closing Date, Frontier will use all reasonable\nefforts to cause each person identified as an \"affiliate\" in the Frontier\nAffiliate Letter to deliver a written agreement (an \"AFFILIATE AGREEMENT\") in\nsubstantially the form of Exhibit 3.1(k) attached hereto in connection with\nrestrictions on affiliates under Rule 145.\n\n          (l) LITIGATION.  Except as disclosed in the Frontier SEC Reports and\nexcept for claims, actions, suits, proceedings or investigations which would\nnot,  individually or in the aggregate, reasonably be expected to have a\nMaterial Adverse Effect on Frontier, there are no claims, actions, suits,\nproceedings or investigations pending or, to Frontier's knowledge, threatened\nagainst Frontier or any of its Subsidiaries, or any properties or rights of\nFrontier or any of its Subsidiaries, before any Governmental Entity.\n\n          (m) NO VIOLATION OF LAW.  The business of Frontier and its\nSubsidiaries is not being conducted in violation of any statute, law, ordinance,\nregulation, judgment, order or decree of any Governmental Entity (including any\nstock exchange or other self-regulatory body), or in violation of any permits,\nfranchises, licenses, authorizations or consents that are granted by any\nGovernmental Entity (including any stock exchange or other self-regulatory\nbody), except for \n\n \npossible violations which would not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Frontier, and except\nas disclosed in the Frontier SEC Reports. Except as disclosed in the Frontier\nSEC Reports and except as would not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Frontier, no\ninvestigation or review by any Governmental Entity (including any stock exchange\nor other self-regulatory body) with respect to Frontier or its Subsidiaries in\nrelation to any alleged violation of law or regulation is pending or, to\nFrontier's knowledge, threatened, nor has any Govern mental Entity (including\nany stock exchange or other self-regulatory body) indicated in writing an\nintention to conduct the same. Neither Frontier nor any of its Subsid iaries is\nsubject to any cease and desist or other order, judgment, injunction or decree\nissued by, or is a party to any written agreement, consent agreement or\nmemorandum of understanding with, or is a party to any commitment letter or\nsimilar undertaking to, or is subject to any order or directive by, or has\nadopted any board resolutions at the request of, any Governmental Entity that\nmaterially restricts the conduct of its business other than those which would\nnot, individually or in the aggregate, reason ably be expected to have a\nMaterial Adverse Effect on Frontier, nor has Frontier or any of its Subsidiaries\nbeen advised in writing that any Governmental Entity is considering issuing or\nrequesting any of the foregoing.\n\n          (n) TAXES.  All material Federal, state, local, and foreign tax\nreturns required to be filed by Frontier and its Subsidiaries have been timely\nfiled. All material taxes shown on such returns as being due or claimed to be\ndue from Frontier and its Subsidiaries in a written statement have been paid\nother than those (i) currently payable without penalty or interest or (ii) being\ncontested in good faith and by appropriate proceedings timely instituted and\ndiligently pursued and for which adequate reserves have been established on the\nbooks and records of Frontier and its Subsidiaries, as the case may be, in\naccordance with generally accepted accounting principles.\n\n          (o)  FRONTIER BENEFIT PLANS\n\n               (i) Each deferred compensation and each incentive compensation,\nequity compensation plan, \"welfare\" plan, fund or program (within the meaning of\nsection 3(1) of the Employee Retirement Income Security Act of 1974, as amended\n(\"ERISA\")); \"pension\" plan, fund or program (within the meaning of section 3(2)\nof ERISA); each employment, consulting, continuation, termination or severance\nagreement; and each other employee benefit plan, fund, program, agreement or\narrangement, in each case, that is sponsored, maintained or contributed to or\nrequired to be contributed to by Frontier or by any trade or business, whether\nor \n\n \nnot incorporated (an \"ERISA AFFILIATE\"), that together with Frontier would be\ndeemed a \"single employer\" within the meaning of section 4001(b) of ERISA, or to\nwhich Frontier or an ERISA Affiliate is party, whether written or oral, for the\nbenefit of any employee or former employee of Frontier or any Subsidiary (the\n\"FRONTIER BENEFIT PLANS\") is in compliance with all applicable provisions of\nERISA and the Code, and neither Frontier nor any ERISA Affiliates have any\nliabilities or obligations with respect to any such Frontier Benefit Plans,\nwhether or not accrued, contingent or otherwise, except (x) as described in any\nof the Frontier SEC Reports or set forth in Section 3.1(o)(i) of the Frontier\nDisclosure Schedule or (y) for in stances of noncompliance or liabilities or\nobligations that would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on Frontier.\n\n               (ii)  No amount in excess of $150 million, which amount relates\nto \"parachute payments\" (as defined in the Code) to the nineteen executive\nofficers of Frontier under the change in control agreements to which each such\nexecutive officer is a party or under the Frontier Benefit Plans in which such\nexecutive officers participate, shall fail to be deductible for federal income\ntax purposes by virtue of Section 280G of the Code.\n\n          3.2  REPRESENTATIONS AND WARRANTIES OF GLOBAL. Except as set forth in\nthe Global Disclosure Schedule delivered by Global to Frontier prior to the\nexecution of this Agreement (the \"GLOBAL DISCLOSURE SCHED  ULE\"), Global\nrepresents and warrants to Frontier as follows:\n\n          (a) ORGANIZATION, STANDING AND POWER.  Each of Global and each of its\nSubsidiaries is a company, or a corporation duly organized, validly existing and\nin good standing under the laws of its jurisdiction of incorporation or\norganization, has all requisite power and authority to own, lease and operate\nits properties and to carry on its business as now being conducted and is duly\nqualified and in good standing to do business in each jurisdiction in which the\nnature of its business or the ownership or leasing of its properties makes such\nqualification necessary other than in such jurisdictions where the failure so to\nqualify or to be in good standing would not, either individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on Global.\nThe copies of the memoran  dum of association and bye-laws of Global which were\npreviously furnished to Frontier are true, complete and correct copies of such\ndocuments as in effect on the date of this Agreement.\n\n          (b)  CAPITAL STRUCTURE.\n\n               (i) As of March 12, 1999, the authorized capital stock of Global\nconsisted of 600,000,000 shares of Global Common Stock of which 411,357,572\nshares were outstanding.  Since March 12, 1999 to the date of this \n\n \nAgreement, there have been no issuances of shares of the capital stock of Global\nor any other securities of Global other than issuances of shares pursuant to\noptions or rights outstanding under the Global Benefit Plans (as defined in\nSection 3.2(m)). All issued and outstanding shares of the capital stock of\nGlobal are duly authorized, validly issued, fully paid and non-assessable, and\nno class of capital stock is entitled to preemptive rights. There were\noutstanding as of March 12, 1999 no options, warrants or other rights to acquire\ncapital stock from Global other than (A) options representing in the aggregate\nthe right to purchase 32,403,528 shares of Global Common Stock issued to current\nor former employees and directors of Global and its Subsidiaries pursuant to\nGlobal's 1998 Stock Incentive Plan (the \"GLOBAL STOCK OPTION PLAN\") and (B) (i)\n12,500,012 warrants expiring August 13, 2003, exercisable at $9.50 per share of\nGlobal Common Stock, and (ii) 5,108,358 warrants expiring August 13, 2008,\nexercisable at $9.50 per share of Global Common Stock (collectively, the \"GLOBAL\nWARRANTS\"). No options or warrants or other rights to acquire capital stock from\nGlobal have been issued or granted since March 12, 1999 to the date of this\nAgreement.\n\n               (ii)   As of the date of this Agreement, no bonds, debentures,\nnotes or other indebtedness of Global having the right to vote on any matters on\nwhich Shareholders may vote (\"GLOBAL VOTING DEBT\") are issued or outstanding.\n\n               (iii)  Except as otherwise set forth in this Section 3.2(b), as\nof the date of this Agreement, there are no securities, options, warrants,\ncalls, rights, commitments, agreements, arrangements or undertakings of any kind\nto which Global or any of its Subsidiaries is a party or by which any of them is\nbound obligat ing Global or any of its Subsidiaries to issue, deliver or sell,\nor cause to be issued, delivered or sold, additional shares of capital stock or\nother voting securities of Global or any of its Subsidiaries or obligating\nGlobal or any of its Subsidiaries to issue, grant, extend or enter into any such\nsecurity, option, warrant, call, right, commitment, agreement, arrangement or\nundertaking. As of the date of this Agree ment, there are no outstanding\nobligations of Global or any of its Subsidiaries to repurchase, redeem or\notherwise acquire any shares of capital stock of Global or any of its\nSubsidiaries.\n\n          (c)  AUTHORITY; NO CONFLICTS.\n\n               (i) Global has all requisite corporate power and authority to\nenter into this Agreement and to consummate the transactions contemplated\nhereby, subject, to the approval of the issuance of the shares of Global Common\n\n \nStock to be issued in the Merger (the \"SHARE ISSUANCE\") and to the adoption of\nan amendment to the memorandum of association of Global increasing the number of\nauthorized shares of Global Common Stock to not less than 2 billion shares (the\n\"GLOBAL CHARTER AMENDMENT\") by the Required Global Vote (as defined in Section\n3.2(g)) and the filing of the requisite Memorandum of Increase with the\nRegistrar of Companies of Bermuda and the approval of the Share Issuance (and\nthe subsequent free transferability of the corresponding shares between\nnonresident persons for exchange control purposes) by the Bermuda Monetary\nAuthority.  The execution and delivery of this Agreement and the consummation of\nthe transactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of Global, subject to the approval by the\nshareholders of Global of the Share Issuance and the Global Charter Amendment.\nThis Agreement has been duly executed and delivered by Global and constitutes a\nvalid and binding agreement of Global, enforceable against it in accordance with\nits terms, except as such enforceability may be limited by bankruptcy,\ninsolvency, reorganization, moratorium and similar laws relating to or affecting\ncreditors generally, by general equity principles (regardless of whether such\nenforceability is considered in a proceeding in equity or at law) or by an\nimplied covenant of good faith and fair dealing.\n\n               (ii) The execution and delivery of this Agreement by Global does\nnot or will not, as the case may be, and the consummation by Global of the\nMerger and the other transactions contemplated hereby will not, conflict with,\nor result in a Violation pursuant to: (A) any provision of the memorandum of\nassocia  tion or bye-laws of Global or any other constitient document of any\nSubsidiary of Global, or (B) except as would not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on Global,\nsubject to obtaining or making the consents, approvals, orders, authorizations,\nregistrations, declarations and filings referred to in paragraph (iii) below,\nany loan or credit agreement, note, mortgage, bond, indenture, lease, benefit\nplan or other agreement, obligation, instrument, permit, concession, franchise,\nlicense, judgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to Global or any Subsidiary of Global or their respective properties\nor assets.\n\n               (iii) No consent, approval, order or authorization of, or\nregistration, declaration or filing with, any Governmental Entity is required by\nor with respect to Global or any Subsidiary of Global in connection with the\nexecution and delivery of this Agreement by Global or the consummation of the\nMerger and the other transactions contemplated hereby, except for the Required\nConsents, filing of the requisite Memorandum of Increase with the Registrar of\nCompanies of Bermuda and the approval of the Share Issuance (and of the\nsubsequent free transferability of \n\n \nthe corresponding shares between nonresident persons for exchange control\npurposes) by the Bermuda Monetary Authority and such consents, approvals,\norders, authorizations, registrations, declarations and filings the failure of\nwhich to make or obtain would not, individually or in the aggregate, reasonably\nbe expected to have a Material Adverse Effect on Global.\n\n          (d) REPORTS AND FINANCIAL STATEMENTS.\n\n              (i) Global and Global Crossing Holdings Ltd. (\"GLOBAL HOLDINGS\")\nhave filed all required reports, schedules, forms, statements and other\ndocuments required to be filed by it with the SEC since January 1, 1998\n(collectively, including all exhibits thereto, the \"GLOBAL SEC REPORTS\"). No\nSubsid iary of Global other than Global Holdings is required to file any form,\nreport or other document with the SEC. None of the Global SEC Reports, as of\ntheir respective dates (and, if amended or superseded by a filing prior to the\ndate of this Agreement, then on the date of such filing), contained any untrue\nstatement of a material fact or omitted to state a material fact required to be\nstated therein or necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. Each of the financial\nstatements (including the related notes) included in the Global SEC Reports\npresents fairly, in all material respects, the consolidated financial position\nand consolidated results of operations and cash flows of Global and its\nSubsidiaries as of the respective dates or for the respective periods set forth\ntherein, all in conformity with GAAP consistently applied during the periods\ninvolved except as otherwise noted therein, and subject, in the case of the\nunaudited interim financial statements, to normal and recurring year-end\nadjustments that have not been and are not expected to be material in amount.\nAll of such Global SEC Reports, as of their respective dates, complied as to\nform in all material respects with the applicable requirements of the Securities\nAct and the Exchange Act and the rules and regulations promulgated thereunder.\n\n               (ii)  Global has made available to Frontier drafts of the\nconsolidated financial statements of Global and its Subsidiaries at and for the\nyear ended December 31, 1998 of Global (in the respective form thereof as of the\ndate of this Agreement, collectively, the \"GLOBAL DRAFT DISCLOSURES\"). To the\nknowledge of Global, each of the Global Draft Disclosures, including the\nfinancial statements included therein, is in substantially final form, except\nthat the Global Draft Disclosures do not disclose any information with respect\nto this Agreement, the transactions contemplated hereby or the effect that this\nAgreement or such transactions might have on the business, financial condition\nor results of operations (actual, pro forma or projected) of Global and its\nSubsidiaries (collectively, the \"GLOBAL TRANSACTION INFORMATION\"). The Global\nDraft Disclosures were not prepared for the purpose of providing to Frontier or\nany other Person any Global Transaction Information. To the knowledge of Global,\nexcept with respect to Global Transaction Information, (x) the draft financial\nstatements (including the related \n\n \nnotes) included in the Global Draft Disclosures present fairly, in all material\nrespects, the consolidated financial position and consolidated results of\noperations and cash flows of Global and its Subsidiaries as of the respective\ndates or for the respective periods set forth therein, all in conformity with\nGAAP consistently applied during the periods involved except as otherwise noted\ntherein and (y) all of the Global Draft Disclosures comply as to form in all\nmaterial respects with the applicable requirements of the Exchange Act and the\nrules and regulations promulgated thereunder.\n\n               (iii)  From December 31, 1998 until the date of this Agreement,\nGlobal and its Subsidiaries have not incurred any liabilities that are of a\nnature that would be required to be disclosed on a balance sheet of Global and\nits Subsidiar  ies or the footnotes thereto prepared in conformity with GAAP,\nother than (A) liabilities incurred in the ordinary course of business or (B)\nliabilities that would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on Global.\n\n          (e)  INFORMATION SUPPLIED.\n\n               (i) None of the information supplied or to be supplied by Global\nfor inclusion or incorporation by reference in (A) the Form S-4 will, at the\ntime the Form S-4 becomes effective under the Securities Act, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading, and\n(B) the Joint Proxy Statement\/Prospectus will, on the date it is first mailed to\nFrontier sharehold ers or Global shareholders or at the time of the Frontier\nShareholders Meeting or the Global Shareholders Meeting, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were made, not misleading. The Form S-4 and\nthe Joint Proxy Statement\/Prospectus will comply as to form in all material\nrespects with the requirements of the Exchange Act and the Securities Act and\nthe rules and regulations of the SEC thereunder.\n\n               (ii)  Notwithstanding the foregoing provisions of this Section\n3.2(e), no representation or warranty is made by Global with respect to\nstatements made or incorporated by reference in the Form S-4 or the Joint Proxy\nStatement\/Prospectus based on information supplied by Frontier for inclusion or\nincorporation by reference therein.\n\n \n          (f) BOARD APPROVAL.  The Board of Directors of Global, by resolutions\nduly adopted at a meeting duly called and held and not subsequently rescinded or\nmodified in any way, has duly (i) determined that this Agreement, the Merger and\nthe Alternative Merger are in the best interests of Global and its share\nholders, (ii) approved this Agreement, the Merger and the Alternative Merger,\n(iii) approved the Global Charter Amendment and the Share Issuance and (iv)\nrecom  mended that the shareholders of Global approve the Global Charter\nAmendment, the Share Issuance or, if applicable, the Alternative Merger.\n\n          (g) VOTE REQUIRED.  The affirmative vote of holders of shares of\nGlobal Common Stock representing a simple majority of votes that may be cast by\nall holders of shares of Global Common Stock (the \"REQUIRED GLOBAL VOTE\") is the\nonly vote of the holders of any class or series of Global capital stock\nnecessary to approve the Global Charter Amendment, the Share Issuance and, if\napplicable, the Alternative Merger.  The Principal Shareholders hold, and as of\nthe record date for the Global Shareholders Meeting will hold, shares of Global\nCommon Stock which are subject to the Voting Agreement and that, in the\naggregate, constitute at least 51% of the Combined Voting Power.\n\n          (h) BROKERS OR FINDERS.  No agent, broker, investment banker,\nfinancial advisor or other firm or Person is or will be entitled to any broker's\nor finder's fee or any other similar commission or fee in connection with any of\nthe transactions contemplated by this Agreement based upon arrangements made by\nor on behalf of Global, except Merrill Lynch, Pierce, Fenner &amp; Smith\nIncorporated and Salomon Smith Barney (collectively, the \"GLOBAL FINANCIAL\nADVISORS\") and Chase Securities Inc., whose fees and expenses will be paid by\nGlobal in accordance with Global's agreement with such firms based upon\narrangements made by or on behalf of Global and previously disclosed to\nFrontier.\n\n          (i) OPINIONS OF FINANCIAL ADVISORS.  Global has received the opinions\nof the Global Financial Advisors, dated the date of this Agreement, to the\neffect that, as of such date, the Exchange Ratio is fair, from a financial point\nof view, to Global, a copy of which opinions have been made available to\nFrontier.\n\n          (j) LITIGATION.  Except as disclosed in the Global SEC Reports and\nexcept for claims, actions, suits, proceedings or investigations which would\nnot, individually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Global, there are no claims, actions, suits, proceedings or\ninvestigations pending or, to Global's knowledge, threatened against Global or\nany of its Subsidiaries, or any properties or rights of Global or any of its\nSubsidiaries, before any Governmental Entity.\n\n          (k) NO VIOLATION OF LAW.  The business of Global and its \n\n \nSubsidiaries is not being conducted in violation of any statute, law, ordinance,\nregulation, judgment, order or decree of any Governmental Entity (including any\nstock exchange or other self-regulatory body), or in violation of any permits,\nfranchises, licenses, authorizations or consents that are granted by any\nGovernmental Entity (including any stock exchange or other self-regulatory\nbody), except for possible violations which would not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on Global.\nExcept as disclosed in the Global SEC Reports and except as would not,\nindividually or in the aggregate reasonably be expected to have a Material\nAdverse Effect on Global, no investigation or review by any Governmental Entity\n(including any stock exchange or other self-regulatory body) with respect to\nGlobal or its Subsidiaries in relation to any alleged violation of law or\nregulation is pending or, to Global's knowledge, threatened, nor has any\nGovernmental Entity (including any stock exchange or other self-regulatory body)\nindicated in writing an intention to conduct the same. Neither Global nor any of\nits Subsidiaries is subject to any cease and desist or other order, judgment,\ninjunction or decree issued by, or is a party to any written agreement, consent\nagreement or memorandum of understanding with, or is a party to any commitment\nletter or similar undertaking to, or is subject to any order or directive by, or\nhas adopted any board resolutions at the request of, any Governmental Entity\nthat materially restricts the conduct of its business other than those which\nwould not, individually or in the aggregate, reasonably be expected to have a\nMaterial Adverse Effect on Global, nor has Global or any of its Subsidiaries\nbeen advised in writing that any Governmental Entity is considering issuing or\nrequesting any of the foregoing.\n\n          (l) TAXES.  All material Federal, state, local, and foreign tax\nreturns required to be filed by Global and its Subsidiaries have been filed.\nAll material taxes shown on such returns as being due or claimed to be due from\nGlobal and its Subsidiaries in a written assessment have been paid other than\nthose (i) currently payable without penalty or interest or (ii) being contested\nin good faith and by appropriate proceedings timely instituted and diligently\npursued and for which adequate reserves have been established on the books and\nrecords of Global and its Subsidiaries, as the case may be, in accordance with\ngenerally accepted accounting principles.\n\n          (m) GLOBAL BENEFIT PLANS.  Each deferred compensation and each\nincentive compensation, equity compensation plan, \"welfare\" plan, fund or\nprogram (within the meaning of Section 3(1) of the ERISA); \"pension\" plan, fund\nor program (within the meaning of section 3(2) of ERISA); each employment,\nconsulting, continuation, termination or severance agreement; and each other\n\n \nemployee benefit plan, fund, program, agreement or arrangement, in each case,\nthat is spon  sored, maintained or contributed to or required to be contributed\nto by Global or by any trade or business, whether or not incorporated (an \"ERISA\nAFFILIATE\"), that together with Global would be deemed a \"single employer\"\nwithin the meaning of section 4001(b) of ERISA, or to which Global or an ERISA\nAffiliate is party, whether written or oral, for the benefit of any employee or\nformer employee of Global or any Subsidiary (the \"GLOBAL BENEFIT PLANS\") is in\ncompliance with all applicable provisions of ERISA and the Code, and neither\nGlobal nor any ERISA Affiliates have any liabilities or obligations with respect\nto any such Global Benefit Plans, whether or not accrued, contingent or\notherwise, except (x) as described in any of the Global SEC Reports or (y) for\ninstances of noncompliance or liabilities or obligations that would not,\nindividually or in the aggregate, have a Material Adverse Effect on Global.\nExcept with respect to awards granted under the Global Benefit Plans that are in\neffect on the date hereof, no employee of Global will be entitled to any\nadditional benefits or any acceleration of the time of payment or vesting of any\nbenefits under any Global Benefit Plan as a result of the transactions\ncontemplated by this Agreement, either alone or in combination with another\nevent.\n\n          3.3  REPRESENTATIONS AND WARRANTIES OF GLOBAL AND MERGER SUB.  Global\nand Merger Sub represent and warrant to Frontier as follows:\n\n          (a) ORGANIZATION AND CORPORATE POWER.  Merger Sub is a corporation\nduly incorporated, validly existing and in good standing under the laws of New\nYork.  Merger Sub is a direct wholly-owned subsidiary of Global.\n\n          (b) CORPORATE AUTHORIZATION.  Merger Sub has all requisite corporate\npower and authority to enter into this Agreement and to consum  mate the\ntransactions contemplated hereby.  The execution, delivery and performance by\nMerger Sub of this Agreement and the consummation by Merger Sub of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of Merger Sub.  This Agreement has been duly\nexecuted and delivered by Merger Sub and constitutes a valid and binding\nagreement of Merger Sub, enforceable against it in accordance with its terms,\nexcept as such enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium and other similar laws relating to or affecting\ncreditors generally, by general equity principles (regardless or whether such\nenforceability is considered in a proceeding in equity or at law) or by an\nimplied covenant of good faith and fair dealing.\n\n          (c) NON-CONTRAVENTION.  The execution, delivery and \n\n \nperformance by Merger Sub of this Agreement and the consummation by Merger Sub\nof the transactions contemplated hereby do not and will not contravene or\nconflict with the certificate of incorporation or by-laws of Merger Sub.\n\n          (d) NO BUSINESS ACTIVITIES.  Merger Sub has not conducted any\nactivities other than in connection with the organization of Merger Sub, the\nnegotiation and execution of this Agreement and the consummation of the\ntransactions contemplated hereby. Merger Sub has no Subsidiaries.\n\n\n                                  ARTICLE IV\n\n                   COVENANTS RELATING TO CONDUCT OF BUSINESS\n\n          4.1  COVENANTS OF FRONTIER. During the period from the date of this\nAgreement and continuing until the Effective Time, Frontier agrees as to itself\nand its Subsidiaries that (except as expressly contemplated or permitted by this\nAgreement or as otherwise indicated on the Frontier Disclosure Schedule or as\nrequired by a Governmental Entity of competent jurisdiction or to the extent\nthat Global shall otherwise consent in writing, which consent shall not be\nunreasonably withheld or delayed):\n\n          (a)  ORDINARY COURSE.\n\n               (i) Frontier and its Subsidiaries shall carry on their respective\nbusinesses in the usual, regular and ordinary course in all material respects,\nin substantially the same manner as heretofore conducted, and shall use all\nreasonable efforts to preserve intact their present lines of business, maintain\ntheir rights, franchises and licenses and other authorizations issued by\nGovernmental Entities, and preserve their relationships with customers,\nsuppliers and others having business dealings with them to the end that their\nongoing businesses shall not be impaired in any material respect at the\nEffective Time; PROVIDED, HOWEVER, that no action by Frontier or its\nSubsidiaries with respect to matters specifically addressed by any other\nprovision of this Section 4.1 shall be deemed a breach of this Section 4.1(a)(i)\nunless such action would constitute a breach of one or more of such other\nprovisions.\n\n               (ii)  Frontier shall not, and shall not permit any of its\nSubsidiaries to, (A) enter into any new material line of business or (B) incur\nor commit to any capital expenditures other than capital expenditures incurred\nor committed to in the ordinary course of business consistent with past practice\nand which, together with all such expenditures incurred or committed for fiscal\nyear 1999, are not in excess of $900 million or, if the Closing Date has not\noccurred prior to December 31, 1999, such additional amounts for any subsequent\nperiod as may be \n\n \nconsented to by Global, such consent not to be unreasonably withheld or delayed,\nor, if Global shall not have so consented, an amount not greater than an amount\nequal to a pro rata portion of Frontier's 1999 capital expenditure budget\nincluded in Section 4.1(a) of the Frontier Disclosure Schedule.\n\n          (b) DIVIDENDS; CHANGES IN SHARE CAPITAL.  Frontier shall not, and\nshall not permit any of its Subsidiaries to, and shall not propose to, (i)\ndeclare or pay any dividends on or make other distributions in respect of any of\nits capital stock, except (x) dividends by wholly owned Subsidiaries of\nFrontier, (y) the regular dividends on Frontier Common Stock in the amount of\n$.05 per share of Frontier Common Stock per quarter, and (z) regular dividends\non Frontier Preferred Stock,  (ii) split, combine or reclassify any of its\ncapital stock or issue or authorize or propose the issuance of any other\nsecurities in respect of, in lieu of or in substitution for, shares of its\ncapital stock, except for any such transaction by a wholly owned Subsidiary of\nFrontier which remains a wholly owned Subsidiary after consumma  tion of such\ntransaction, or (iii) except for the purchase from time to time by Frontier of\nFrontier Common Stock (and the associated Rights) in the ordinary course of\nbusiness consistent with past practice in connection with the Frontier Benefit\nPlans, or as contemplated in Section 5.9, repurchase, redeem or otherwise\nacquire any shares of its capital stock or any securities convertible into or\nexercisable for any shares of its capital stock.\n\n          (c) ISSUANCE OF SECURITIES.  Frontier shall not, and shall not permit\nany of its Subsidiaries to, issue, deliver or sell, or authorize or propose the\nissuance, delivery or sale of, any shares of its capital stock of any class, or\nany securities convertible into or exercisable for, or any rights, warrants or\noptions to acquire, any such shares, or enter into any agreement with respect to\nany of the foregoing, other than (i) the issuance of Frontier Common Stock (and\nthe associated Rights) upon the exercise of stock options or warrants or in\nconnection with other stock-based benefits plans outstanding on the date hereof\nin accordance with their present terms, (ii) issuances by a wholly owned\nSubsidiary of Frontier of capital stock to such Subsidiary's parent, (iii)\nissuances in accordance with the Rights Agreement or (iv) issuances of shares,\noptions, rights or other awards in numbers not greater than those set forth in\nSection 4.1(c) of the Frontier Disclosure Schedule.\n\n          (d) GOVERNING DOCUMENTS.  Except to the extent required to comply with\ntheir respective obligations hereunder, required by law or required by the rules\nand regulations of the NYSE, Frontier and its Subsidiaries shall not amend, in\nthe case of Subsidiaries, in any material respect, or propose to so amend their\nrespective certificates of incorporation, by-laws or other governing documents.\n\n \n          (e) NO ACQUISITIONS.  Except for (i) acquisitions that are part of,\nrelated to or in support of the communications or internet business and provide\nfor less than $500 million of consideration (excluding assumption of debt) in\nthe aggregate and (ii) acquisitions or investments that are made by Frontier\nInternet Ventures, Inc. that are not in excess of $30 million of consideration\n(excluding assumption of debt), Frontier shall not, and shall not permit any of\nits Subsidiaries to, acquire or agree to acquire by merging or consolidating\nwith, or by purchasing a substantial equity interest in or a substantial portion\nof the assets of, or by any other manner, any business or any corporation,\npartnership, association or other business organization or division thereof or\notherwise acquire or agree to acquire any assets (other than the acquisition of\nassets used in the operations of the business of Frontier and its Subsidiaries\nin the ordinary course); PROVIDED, HOWEVER, that the foregoing shall not\nprohibit (x) internal reorganizations or consolidations involving existing\nSubsidiaries of Frontier or (y) the creation of new Subsidiaries of Frontier\norganized to conduct or continue activities otherwise permitted by this\nAgreement.\n\n          (f) NO DISPOSITIONS.  Other than (i) internal reorganizations or\nconsolidations involving existing Subsidiaries of Frontier, (ii) dispositions\nreferred to in Frontier SEC Reports filed prior to the date of this Agreement,\n(iii) as may be required by or in conformance with law or regulation in order to\npermit or facilitate the consummation of the transactions contemplated hereby or\n(iv) in the ordinary course of business, Frontier shall not, and shall not\npermit any Subsidiary of Frontier to, sell, lease, encumber (other than in\nconnection with secured debt) or otherwise dispose of, or agree to sell, lease,\nencumber or otherwise dispose of, any of its assets (including capital stock of\nSubsidiaries of Frontier) which are material, individually or in the aggregate,\nto Frontier.\n\n          (g) INVESTMENTS; INDEBTEDNESS.  Frontier shall not, and shall not\npermit any of its Subsidiaries to, (i) other than in connection with actions\npermitted by Section 4.1(e), make any loans, advances or capital contributions\nto, or investments in, any other Person, other than by Frontier or an affiliate\nof Frontier to or in Frontier or any affiliate of Frontier, (ii) pay, discharge\nor satisfy any claims, liabilities or obligations (absolute, accrued, asserted\nor unasserted, contingent or otherwise), other than loans, advances, capital\ncontributions, investments, payments, discharges or satisfactions incurred or\ncommitted to in the ordinary course of business consistent with past practice or\n(iii) other than in connection with actions permitted by Section 4.1(e), create,\nincur, assume or suffer to exist any indebtedness, issuances of debt securities,\nguarantees, loans or advances not in existence as of the date of this Agreement\nexcept pursuant to the credit facilities, indentures and other \n\n \narrangements in existence on the date of this Agreement and in the ordinary\ncourse of business, and any other indebtedness existing on the date of this\nAgreement, in each case as such credit facilities, indentures, other\narrangements and other existing indebtedness may be amended, extended, modified,\nrefunded, renewed or refinanced after the date of this Agreement, but only if\nthe aggregate principal amount thereof is not increased thereby, the term\nthereof is not extended thereby and the other terms and conditions thereof,\ntaken as a whole, are not less advantageous to Frontier and its Subsidiaries\nthan those in existence as of the date of this Agreement.\n\n          (h) TAX-FREE QUALIFICATION.  Frontier shall not, and shall not permit\nany of its Subsidiaries to, take any action that would prevent or impede the\nMerger from qualifying as a reorganization under Section 368 of the Code.\n\n          (i) COMPENSATION.  Other than as contemplated by Section 5.6 or by\nSection 4.1(i) of the Frontier Disclosure Schedule, Frontier shall not, and\nshall not permit any of its Subsidiaries to, increase the amount of compensation\nof any senior executive officer except in the ordinary course of business\nconsistent with past practice or as required by an existing agreement, make any\nincrease in or commitment to increase any employee benefits, issue any\nadditional Frontier Stock Options, adopt or make any commitment to adopt any\nadditional employee benefit plan or make any contribution, other than regularly\nscheduled contributions, to any Frontier Benefit Plan.\n\n          (j) OTHER ACTIONS.  Frontier shall not, and shall not permit any of\nits Subsidiaries to, take any action that would, or that would reasonably be\nexpected to, result in, except as otherwise permitted by Section 5.5, any of the\nconditions to the Merger set forth in Article VI not being satisfied.\n\n          (k) ACCOUNTING METHODS; INCOME TAX ELECTIONS. Except as disclosed in\nFrontier SEC Reports filed prior to the date of this Agreement, or as required\nby a Governmental Entity, Frontier shall not change its methods of accounting in\neffect at December 31, 1998, except as required by GAAP or changes in GAAP as\nconcurred to by Frontier's independent auditors.  Frontier shall not (i) change\nits fiscal year or (ii) make any material tax election, other than in the\nordinary course of business consistent with past practice, without the prior\napproval of Global, which approval shall not be unreasonably withheld.\n\n          (l) RIGHTS AGREEMENT.  Frontier shall not amend, modify or waive any\nprovision of the Rights Agreement, and shall not take any action to redeem the\nRights or render the Rights inapplicable to any transaction, other than to\npermit another transaction that the Frontier Board has determined is a Superior\nProposal (as defined in Section 8.11), to be consummated after termination of\nthis Agreement.\n\n \n          4.2  COVENANTS OF GLOBAL.  During the period from the date of this\nAgreement and continuing until the Effective Time, Global agrees as to itself\nand its Subsidiaries that (except as expressly contemplated or permitted by this\nAgreement or as otherwise indicated on the Global Disclosure Schedule or as\nrequired by a Governmental Entity of competent jurisdiction or to the extent\nthat Frontier shall otherwise consent in writing, which consent shall not be\nunreasonably withheld or delayed):\n\n          (a)  ORDINARY COURSE.\n\n               (i) Global and its Subsidiaries shall carry on their respective\nbusinesses in the usual, regular and ordinary course in all material respects,\nin substantially the same manner as heretofore conducted, and shall use all\nreasonable efforts to preserve intact their present lines of business, maintain\ntheir rights and franchises and preserve their relationships with customers,\nsuppliers and others having business dealings with them to the end that their\nongoing businesses shall not be impaired in any material respect at the\nEffective Time; PROVIDED, HOWEVER, that no action by Global or its Subsidiaries\nwith respect to matters specifically addressed by any other provisions of this\nSection 4.2 shall be deemed a breach of this Section 4.2(a)(i) unless such\naction would constitute a breach of one or more of such other provisions.\n\n               (ii)  Global shall not, and shall not permit any of its\nSubsidiaries to, enter into any new material line of business that is not part\nof, related to or in support of the communications business, other than\nincidentally as part of a larger acquisition within an existing line of\nbusiness.\n\n          (b) DIVIDENDS; CHANGES IN SHARE CAPITAL.  Global shall not, and shall\nnot permit any of its Subsidiaries to, and shall not propose to, (i) declare or\npay any dividends on or make other distributions in respect of any of its\ncapital stock, except (x) dividends by wholly owned Subsidiaries of Global or\nGlobal Holdings, or (y) dividends to joint venture parties or (ii) repurchase,\nredeem or otherwise acquire any shares of its capital stock or any securities\nconvertible into or exercisable for any shares of its capital stock except for\n(x) the purchase from time to time by Global of Global Common Stock in the\nordinary course of business required by any Global Benefit Plan on a non-\ndiscretionary basis, or (y) regular purchases pursuant to a stock purchase plan\napproved by the Global Board of Directors.\n\n          (c) ISSUANCE OF SECURITIES.  Global shall not, and shall not permit\nany of its Subsidiaries to, issue, deliver or sell, or authorize or propose the\n\n \nissuance, delivery or sale of, any shares of its capital stock of any class, any\nGlobal Voting Debt or any securities convertible into or exercisable for, or any\nrights, warrants or options to acquire, any such shares or Global Voting Debt,\nor enter into any agreement with respect to any of the foregoing other than (i)\nthe issuance of Global Common Stock upon the exercise of stock options or\nwarrants or in connection with other stock-based benefit plans, (ii) issuances\nby a wholly owned Subsidiary of Global of capital stock to such Subsidiary's\nparent or another wholly owned Subsidiary of Global, (iii) issuances of options,\nawards, and amendments to equity-related awards pursuant to Global benefit\nplans as in effect from time to time, (iv) issuances made to newly hired\nemployees of Global or its Subsidiaries, (v) issuances in respect of any\nacquisitions, mergers, share exchanges, consolidations, business combinations or\nsimilar transactions by Global or its Subsidiaries permitted by Section 4.2(e),\nor (vi) any other issuance of any Global Common Stock; provided that, with\nrespect to clauses (v) and (vi), any such issuances prior to the termination of\nthe Voting Agreement would not cause the shares of Global Comon Stock that are\nsubject to the Voting Agreement to constitute, in the aggregate, less than 51%\nof the Combined Voting Power.\n\n          (d) GOVERNING DOCUMENTS.  Except to the extent required to comply with\ntheir respective obligations hereunder, required by law or required by the rules\nand regulations of NASDAQ, Global and its material Subsidiaries shall not amend,\nin the case of Subsidiaries, in any material respect, or propose to so amend\ntheir respective certificates of incorporation, bye-laws or other governing\ndocuments, except for the Global Charter Amendment.\n\n          (e) NO ACQUISITIONS.  Global shall not, and shall not permit any of\nits Subsidiaries to, acquire or agree to acquire by merging or consolidating\nwith, or by purchasing a substantial equity interest in or a substantial portion\nof the assets of, or by any other manner, any business or any corporation,\npartnership, association or other business organization or division thereof or\notherwise acquire or agree to acquire any assets (other than the acquisition of\nassets used in the operations of the business of Global and its Subsidiaries in\nthe ordinary course), except for acquisitions that are part of, related to or in\nsupport of the communications business, which acquisitions Global may enter into\nin its discretion, so long as (i) such acquisitions would not, individually or\nin the aggregate, reasonably be expected to prevent or materially delay the\nMerger, (ii) the issuance of any Global Common Stock in such acquisitions prior\nto the termination of the Voting Agreement would not cause the shares of Global\nCommon Stock that are subject to the Voting Agreement to constitute, in the\naggregate, less than 51% of the Combined Voting Power, (iii) such acquisitions\nprovide less than $2.5 billion of consideration \n\n \n(excluding assumption of debt) per acquisition and consideration (excluding\nassumption of debt) no greater than $8.5 billion in the aggregate, and (iv) no\nmore than $7.5 billion, in the aggregate, of the consideration provided for such\nacquisitions consists of Global Common Stock or other voting equity securities;\nPROVIDED, HOWEVER, that the foregoing shall not prohibit (x) internal\nreorganizations or consolidations involving existing Subsidiaries of Global or\n(y) the creation of new Subsidiaries of Global organized to conduct or continue\nactivities otherwise permitted by this Agreement.\n\n          (f) NO DISPOSITIONS.  Other than (i) internal reorganizations or\nconsolidations involving existing Subsidiaries of Global, (ii) dispositions\nreferred to in Global SEC Reports filed prior to the date of this Agreement,\n(iii) as may be required by or in conformance with law or regulation in order to\npermit or facilitate the consummation of the transactions contemplated hereby or\n(iv) in the ordinary course of business, Global shall not, and shall not permit\nany Subsidiary of Global to, sell, lease, encumber (other than in connection\nwith secured debt) or otherwise dispose of, or agree to sell, lease, encumber or\notherwise dispose of, any of its assets (including capital stock of Subsidiaries\nof Global) which are material, individually or in the aggregate, to Global.\n\n          (g) INVESTMENTS.  Other than in the ordinary course of business or as\npermitted by Section 4.2(e), or as otherwise set forth in the Global SEC\nReports, Global shall not, and shall not permit any of its Subsidiaries to make\nany loans, advances or capital contributions to, or investments in, any other\nPerson, other than by Global or an affiliate of Global (including Global\nHoldings) to or in Global or any affiliate of Global.\n\n          (h) TAX-FREE QUALIFICATION.  Each of Global and Merger Sub shall not,\nand shall not permit any of their Subsidiaries to, take any action that would\nprevent or impede the Merger from qualifying as a reorganization under Section\n368 of the Code.\n\n          (i) OTHER ACTIONS.  Global shall not, and shall not permit any of its\nSubsidiaries to, take any action that would, or that would reasonably be\nexpected to, result in any of the conditions to the Merger set forth in Article\nVI not being satisfied.\n\n          (j) ACCOUNTING METHODS; INCOME TAX ELECTIONS. Except as disclosed in\nthe Global SEC Reports filed prior to the date of this Agree  ment, or as\nrequired by a Governmental Entity, Global shall not change its methods of\naccounting in effect at December 31, 1998, except as required by GAAP or changes\nin GAAP as concurred to by Global's independent auditors.  Global shall not (i)\nchange its fiscal year or (ii) make any material tax election, other than in the\nordinary course of business consistent with past practice, without the prior\napproval \n\n \nof Frontier, which approval shall not be unreasonably withheld.\n\n          (k) CERTAIN TRANSACTIONS.  Global agrees that prior to the Closing\nDate it shall not, without the prior written consent of Frontier (which consent\nshall not to be unreasonably withheld or delayed), agree to enter into any\nmerger, reorganization, share exchange, business combination or similar\ntransaction pursuant to which the shareholders of Global will receive any\nconsideration (whether payable in cash, securities, property or other\nconsideration) in exchange for their shares of Global Common Stock unless (i)\nsuch transaction is not to be consummated until after the Effective Time or the\ntermination of this Agreement pursuant to Section 7.1, (ii) the consideration\nper share of Global Common Stock payable in connection therewith has a value, as\nreasonably determined by, Global of not less than $34.5625 and (iii) either (A)\nif the Merger is to be effected as described herein, such transac  tion will not\nresult in the Merger failing to qualify as a reorganization under Section 368(a)\nof the Code or failing to satisfy the requirements of Section 367 of the Code or\n(B) if the Alternative Merger is to be effected pursuant to Section 1.10, such\ntransaction will not result in the Alternative Merger failing to qualify as a\nreorganiza  tion under Section 368(a) of the Code, unless the Alternative Merger\notherwise qualifies for non-recognition treatment under Section 351 of the Code.\n\nNotwithstanding anything set forth in this Agreement to the contrary, and in\naddition to the restrictions set forth above, during the period during which the\nAverage Price is to be determined for purposes of calculating the Exchange\nRatio, Global shall not (and shall not announce an intention to) (1) acquire any\nGlobal Common Stock in the open market, (2) sell or issue any shares of Global\nCommon Stock (other than pursuant to clause (i) of Section 4.2(c)), (3) redeem\nor purchase any shares of Global Common Stock, (4) take any other action\nprohibited under Regulation M promul  gated under the Securities Act, (5) enter\ninto any material acquisition or disposition transaction or (6) except as\nrequired by applicable law or by obligations pursuant to any listing agreement\nwith or rules of NASDAQ, make any announcement which would reasonably be\nexpected to have the effect of resulting in a change in the trading prices of\nthe Global Common Stock.\n\n          (l) REQUIRED GLOBAL VOTE.  Notwithstanding anything in this Agreement\nto the contrary between the date of this Agreement and the termina  tion of the\nVoting Agreement, in no event shall Global take any actions that, taken together\nwith any transfers of shares by the Principal Shareholders under the Voting\nAgreement, cause the shares subject to the Voting Agreement to constitute less\nthan the Required Global Vote.\n\n \n          4.3  ADVICE OF CHANGES; GOVERNMENTAL FILINGS. Each party shall (a)\nconfer on a regular and frequent basis with the other and (b) report (to the\nextent permitted by law or regulation or any applicable confidentiality\nagreement) on operational matters.  Frontier and Global shall file all reports\nrequired to be filed by each of them with the SEC (and all other Governmental\nEntities) between the date of this Agreement and the Effective Time and shall\n(to the extent permitted by law or regulation or any applicable confidentiality\nagreement) deliver to the other party copies of all such reports, announcements\nand publications promptly after the same are filed.  Subject to applicable laws\nrelating to the exchange of information, each of Frontier and Global shall have\nthe right to review in advance, and will consult with the other with respect to,\nall the information relating to the other party and each of their respective\nSubsidiaries, which appears in any filings, announcements or publications made\nwith, or written materials submitted to, any third party or any Governmental\nEntity in connection with the transactions contem  plated by this Agreement.  In\nexercising the foregoing right, each of the parties hereto agrees to act\nreasonably and as promptly as practicable.  Each party agrees that, to the\nextent practicable and as timely as practicable, it will consult with, and\nprovide all appropriate and necessary assistance to, the other party with\nrespect to the obtaining of all permits, consents, approvals and authorizations\nof all third parties and Governmental Entities necessary or advisable to\nconsummate the transactions contemplated by this Agreement and each party will\nkeep the other party informed of the status of matters relating to completion of\nthe transactions contemplated hereby.\n\n          4.4  TRANSITION PLANNING; CONTINUED OPERATIONS OF FRONTIER.  Frontier\nand Global shall collectively appoint eight (8) officers, to be evenly divided\nbetween Frontier and Global, to serve from time to time as their respective\nrepresentatives on a committee that will be responsible for coordinating\ntransition planning and implementation relating to the Merger.\n\n          4.5  SERVICES AGREEMENT.  Frontier and Global will exercise reasonable\ngood faith efforts as soon as practicable after execution of this Agreement to\nnegotiate and finalize a Services Agreement pursuant to which each party shall\nprovide certain services to the other consistent with the terms included in the\nTerm Sheet attached as Exhibit 4.5 hereto.\n\n          4.6  CONTROL OF OTHER PARTY'S BUSINESS.  Nothing contained in this\nAgreement shall give Frontier, directly or indirectly, the right to control or\ndirect Global's operations prior to the Effective Time.  Nothing contained in\nthis Agreement shall give Global, directly or indirectly, the right to control\nor \n\n \ndirect Frontier's operations prior to the Effective Time.  Prior to the\nEffective Time, each of Frontier and Global shall exercise, consistent with the\nterms and conditions of this Agreement, complete control and supervision over\nits respective operations.\n\n\n                                   ARTICLE V\n\n                             ADDITIONAL AGREEMENTS\n\n          5.1  PREPARATION OF PROXY STATEMENT; SHAREHOLDERS MEETINGS.\n\n          (a) As promptly as practicable following the date hereof, Global\nshall, in cooperation with Frontier, prepare and file with the SEC preliminary\nproxy materials which shall constitute the Joint Proxy Statement\/Prospectus\n(such proxy statement\/prospectus, and any amendments or supplements thereto, the\n\"JOINT PROXY STATEMENT\/PROSPECTUS\") and a registration statement on Form S-4\nwith respect to the issuance of Global Common Stock in the Merger (the \"FORM S-\n4\").  The Joint Proxy Statement\/Prospectus will be included in the Form S-4 as\nGlobal's prospectus.  The Form S-4 and the Joint Proxy Statement\/Prospectus\nshall comply as to form in all material respects with the applicable provisions\nof the Securities Act and the Exchange Act and the rules and regulations\nthereunder.  Each of Global and Frontier shall use all reasonable efforts to\nhave the Form S-4 cleared by the SEC as promptly as practicable after filing\nwith the SEC and to keep the Form S-4 effective as long as is necessary to\nconsummate the Merger.  Global shall, as promptly as practicable after receipt\nthereof, provide copies of any written comments received from the SEC with\nrespect to the Joint Proxy Statement\/Prospectus to Frontier and advise Frontier\nof any oral comments with respect to the Proxy State  ment\/Prospectus received\nfrom the SEC.  Global agrees that none of the information supplied or to be\nsupplied by Global for inclusion or incorporation by reference in the Joint\nProxy Statement\/Prospectus and each amendment or supplement thereto, at the time\nof mailing thereof and at the time of the Frontier Shareholders Meeting or the\nGlobal Shareholders Meeting, will contain an untrue statement of a material fact\nor omit to state a material fact required to be stated therein or necessary to\nmake the statements therein, in light of the circumstances under which they were\nmade, not misleading.  Frontier agrees that none of the information supplied or\nto be supplied by Frontier for inclusion or incorporation by reference in the\nJoint Proxy State  ment\/Prospectus and each amendment or supplement thereto, at\nthe time of mailing thereof and at the time of the Frontier Shareholders Meeting\nor the Global Sharehold  ers Meeting, will contain an untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary to make the statements therein, in light of the circumstances under\nwhich they were made, not misleading. For purposes of the foregoing, it is\nunderstood and agreed that information concern  ing or related to Global and the\n\n \nGlobal Shareholders Meeting will be deemed to have been supplied by Global and\ninformation concerning or related to Frontier and the Frontier Shareholders\nMeeting shall be deemed to have been supplied by Frontier. Global will provide\nFrontier with a reasonable opportunity to review and comment on any amendment or\nsupplement to the Joint Proxy Statement\/Prospectus prior to filing such with the\nSEC, and will provide Frontier with a copy of all such filings made with the\nSEC.  No amendment or supplement to the information supplied by Frontier for\ninclusion in the Joint Proxy Statement\/Prospectus shall be made without the\napproval of Frontier, which approval shall not be unreasonably withheld or\ndelayed.\n\n          (b) Subject to Sections 5.1(c), 5.5 and 7.1(f), Frontier shall, as\npromptly as practicable following the execution of this Agreement, duly call,\ngive notice of, convene and hold a meeting of its shareholders (the \"FRONTIER\nSHAREHOLDERS MEETING\") for the purpose of obtaining the Required Frontier Vote\nwith respect to the transactions contemplated by this Agreement, shall take all\nlawful action to solicit the adoption of this Agreement by the Required Frontier\nVote and the Board of Directors of Frontier shall recommend adoption of this\nAgreement by the Shareholders of Frontier.  Without limiting the generality of\nthe foregoing but subject to its rights pursuant to Sections 5.5 and 7.1(f),\nFrontier agrees that its obligations pursuant to the first sentence of this\nSection 5.1(b) shall not be affected by the commencement, public proposal,\npublic disclosure or communication to Frontier of any Acquisition Proposal.\n\n          (c) Notwithstanding Section 5.1(b) hereof, it is the intention of the\nparties that the Frontier Shareholders Meeting be scheduled to the extent\nreasonably practicable such that it shall occur reasonably proximate to the\nEffective Time: provided that to the extent not prohibited by law, Frontier\nshall duly call, give notice of, convene and hold the Frontier Shareholders\nMeeting within 120 days following the occurrence of a Trigger Event (as defined\nin Section 8.11); provided, however, that if a Trigger Event has occurred and\nthe Applicable Closing Conditions (as defined in Section 8.11) have been\nsatisfied, then Frontier shall, as promptly as practicable, duly call, give\nnotice of, convene and hold the Frontier Shareholders Meeting.\n\n          (d) Global shall, as promptly as practicable following the execu tion\nof this Agreement, duly call, give notice of, convene and hold a meeting of its\nShareholders (the \"GLOBAL SHAREHOLDERS MEETING\") for the purpose of obtaining\nthe Required Global Vote, shall take all lawful action to solicit the ap  proval\nof the Share Issuance and the Global Charter Amendment by the Required Global\nVote and the Board of Directors of Global shall recommend approval of the\ntransactions contemplated by this Agreement by the shareholders of Global.  Not\nwithstanding the foregoing, Global shall not be obligated to duly call, give\nnotice of, convene and hold the Global Shareholders Meeting until such time as\nFrontier is obligated to do the same with respect to the Frontier Shareholders\nMeeting.\n\n \n          (e) Global may elect to duly call, give notice of, convene and hold\nthe Global Shareholders Meeting prior to the Frontier Shareholders Meeting (an\n\"EARLY GLOBAL MEETING\") for the purposes of approving the Alternative Merger (in\naddition to the Share Issuance and the Global Charter Amendment),\nnotwithstanding that no Alternative Merger Notice has been delivered to Global.\nIf Global elects to hold an Early Global Meeting, then Frontier shall (i)\ncooperate in the formation of New Global and (ii) assist Global in the\npreparation of an appropriate registration statement for the issuance of New\nGlobal Common Stock that will accompany the proxy statement\/prospectus for the\nEarly Global Meeting; provided that Global shall pay the SEC filing fee with\nrespect thereto.  In the event that the Early Global Meeting is held and the\nactions presented to Global Shareholders are approved at such meeting, then\nsubsequently Global shall not call, give notice of, convene or hold any meeting\nof Global Shareholders at which action would be taken which would reasonably be\nexpected to cause the conditions set forth in Section 6.3 to fail to become\nsatisfied.\n\n          5.2  GLOBAL BOARD OF DIRECTORS; OFFICERS; HEAD QUARTERS OF FRONTIER\nSUB.  At or prior to the Effective Time, the Board of Directors of Global will\ntake all action necessary to (i) elect  four (4) individuals to be designated by\nFrontier as members of the Board of Directors of Global to serve in the classes\nset forth in Exhibit 5.2 hereto, (ii) elect Joseph P. Clayton as Vice Chairman\nof Global and (iii) elect Rolla P. Huff as President and Chief Operating Officer\nof North American Operations of Global.  The headquarters of Frontier Sub shall\nremain in Rochester, New York.\n\n          5.3  ACCESS TO INFORMATION.  Upon reasonable notice, each party shall\n(and shall cause its Subsidiaries to) afford to the officers, employees,\naccountants, counsel, financial advisors and other representatives of the other\nparty reasonable access during normal business hours, during the period prior to\nthe Effective Time, to all its properties, books, contracts, commitments and\nrecords and, during such period, such party shall (and shall cause its\nSubsidiaries to) furnish promptly to the other party (a) a copy of each report,\nschedule, registration statement and other document filed, published, announced\nor received by it during such period pursuant to the requirements of Federal or\nstate securities laws, as applicable (other than documents which such party is\nnot permitted to disclose under applicable law), and (b) consistent with its\nlegal obligations, all other information concerning its business, properties and\npersonnel as such other party may reasonably request; PROVIDED, HOWEVER, that\neither party may restrict the foregoing access to the extent that (i) a\nGovernmental Entity requires such party or any of its Subsidiaries to \n\n \nrestrict access to any properties or information reasonably related to any such\ncontract on the basis of applicable laws and regulations with respect to\nnational security matters, (ii) any law, treaty, rule or regulation of any\nGovernmental Entity applicable to such party requires such party or its\nSubsidiaries to restrict access to any properties or information or (iii) such\nparty or its Subsidiaries is bound by a confidentiality agreement that requires\nsuch party or its Subsidiaries to restrict such access. The parties will hold\nany such information which is non-public in confidence to the extent required\nby, and in accordance with, the provisions of the letter dated November 30, 1998\nbetween Frontier and Global (the \"CONFIDENTIALITY AGREEMENT\"). Any investigation\nby Global or Frontier shall not affect the representations and warranties of\nFrontier or Global, as the case may be.\n\n          5.4  REASONABLE BEST EFFORTS.\n\n          (a) Subject to the terms and conditions of this Agreement, each party\nwill use its reasonable best efforts to take, or cause to be taken, all actions\nand to do, or cause to be done, all things necessary, proper or advisable under\napplicable laws and regulations to consummate the Merger (or the Alternative\nMerger, as the case may be) and the other transactions contemplated by this\nAgreement as soon as practicable after the date hereof.  In furtherance and not\nin limitation of the forego  ing, each party hereto agrees (i) to make an\nappropriate filing of a Notification and Report Form pursuant to the HSR Act\nwith respect to the transactions contemplated hereby as promptly as practicable\nafter the date hereof and to supply as promptly as practicable any additional\ninformation and documentary material that may be requested pursuant to the HSR\nAct and to take all other actions necessary to cause the expiration or\ntermination of the applicable waiting periods under the HSR Act as soon as\npracticable and (ii) to file all necessary applications for Required Consents at\nthe FCC, PUCs and local franchising authorities with respect to the transactions\ncontemplated hereby as promptly as practical after the date hereof.  Nothing in\nthis Section 5.4(a) shall require any of Global and its Subsidiaries to sell or\notherwise dispose of, or permit the sale or other disposition of, any assets of\nGlobal, Frontier or their respective Subsidiaries, whether as a condition to\nobtaining any approval from a Governmental Entity or any other Person or for any\nother reason, if Global reason  ably determines that such sale or other\ndisposition would reasonably be expected to have a Material Adverse Effect on\nGlobal and its Subsidiaries (including the Surviv  ing Corporation and its\nSubsidiaries), taken together, after giving effect to the Merger.\n\n          (b) Each of Global and Frontier shall, in connection with the efforts\nreferenced in Section 5.4(a) to obtain all requisite approvals and \n\n \nauthorizations for the transactions contemplated by this Merger Agreement under\nthe HSR Act or any other Regulatory Law (as defined below), use its reasonable\nbest efforts to (i) cooperate in all respects with each other in connection with\nany filing or submission and in connection with any investigation or other\ninquiry, including any proceeding initiated by a private party, (ii) promptly\ninform the other party of any communication received by such party from, or\ngiven by such party to, the FCC, PUCs, the Antitrust Division of the Department\nof Justice (the \"DOJ\") or any other Govern mental Entity and of any material\ncommunication received or given in connection with any proceeding by a private\nparty, in each case regarding any of the transactions contemplated hereby, and\n(iii) permit the other party to review any communication given by it to, and\nconsult with each other in advance of any meeting or conference with, the FCC,\nPUCs, the DOJ or any such other Governmental Entity or, in connection with any\nproceeding by a private party, with any other Person, and to the extent\npermitted by the FCC, PUCs, the DOJ or such other applicable Governmental Entity\nor other Person, give the other party the opportunity to attend and participate\nin such meetings and conferences. For purposes of this Agreement, \"REGULATORY\nLAW\" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR\nAct, the Federal Trade Commission Act, as amended, the Communications Act,\nBermuda law (including the filing of the requisite Memorandum of Increase with\nthe Registrar of Companies in Bermuda and the approval of the Share Issuance\n(and the subsequent free transferability of the corresponding shares between\nnonresident persons for exchange control purposes) by the Bermuda Monetary\nAuthority), and all other federal, state and foreign, if any, statutes, rules,\nregulations, orders, decrees, administrative and judicial doctrines and other\nlaws that are designed or intended to prohibit, restrict or regulate actions\nhaving the purpose or effect of monopolization or restraint of trade or\nlessening of competition, whether in the communications industry or otherwise\nthrough merger or acquisition.\n\n          (c) In furtherance and not in limitation of the covenants of the\nparties contained in Sections 5.4(a) and 5.4(b), if any administrative or\njudicial action or proceeding, including any proceeding by a private party, is\ninstituted (or threat  ened to be instituted) challenging any transaction\ncontemplated by this Agreement as violative of any Regulatory Law, each of\nGlobal and Frontier shall cooperate in all respects with each other and use its\nrespective reasonable best efforts to contest and resist any such action or\nproceeding and to have vacated, lifted, reversed or over  turned any decree,\njudgment, injunction or other order, whether temporary, prelimi  nary or\npermanent, that is in effect and that prohibits, prevents or restricts consum\nmation of the transactions contemplated by this Agreement.  Notwithstanding the\nforegoing or any other provision of this Agreement, nothing in this Section 5.4\nshall limit a party's right to terminate this Agreement pursuant to Section\n7.1(b) or 7.1(c) so long as such party has up to then complied in all respects\nwith its obligations under this Section 5.4.\n\n \n          (d) If any objections are asserted with respect to the transactions\ncontemplated hereby under any Regulatory Law or if any suit is instituted by any\nGovernmental Entity or any private party challenging any of the transactions\ncontemplated hereby as violative of any Regulatory Law, each of Global and\nFrontier shall use its reasonable best efforts to resolve any such objections or\nchallenge as such Governmental Entity or private party may have to such\ntransactions under such Regulatory Law so as to permit consummation of the\ntransactions contemplated by this Agreement.\n\n          5.5  ACQUISITION PROPOSALS.  Frontier agrees that neither it nor any\nof its Subsidiaries nor any of the officers and directors of it or its\nSubsidiaries shall, and that it shall direct and use its best efforts to cause\nits and its Subsidiaries' employees, agents and representatives (including any\ninvestment banker, attorney or accountant retained by it or any of its\nSubsidiaries) not to, directly or indirectly, initiate, solicit, encourage or\nknowingly facilitate (including by way of furnishing information) any inquiries\nor the making of any proposal or offer with respect to a merger, reorganization,\nshare exchange, consolidation, business combination, recapitalization,\nliquidation, dissolution or similar transaction involving, or any purchase or\nsale of all or any significant portion of the assets or more than 20% of the\ncommon stock of, it or any of its Subsidiaries (any such proposal or offer\n(other than a proposal or offer made by Global or an affiliate thereof) being\nhereinafter referred to as an \"ACQUISITION PROPOSAL\"). Frontier further agrees\nthat neither it nor any of its Subsidiaries nor any of the officers and\ndirectors of it or its Subsidiaries shall, and that it shall direct and use its\nbest efforts to cause its and its Subsidiaries' employees, agents and\nrepresentatives (including any investment banker, attorney or accountant\nretained by it or any of its Subsidiaries) not to, directly or indirectly, have\nany discussion with or provide any confidential information or data to any\nPerson relating to an Acquisition Proposal, or engage in any negotiations\nconcerning an Acquisition Proposal, or knowingly facilitate any effort or\nattempt to make or implement an Acquisition Proposal or accept an Acquisition\nProposal. Notwithstanding the foregoing, Frontier or its Board of Directors\nshall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and\nRule 14e-2(a) promul  gated under the Exchange Act with regard to an Acquisition\nProposal, (B) in response to an unsolicited bona fide written Acquisition\nProposal by any Person, recommend approval of such an unsolicited bona fide\nwritten Acquisition Proposal to the shareholders of Frontier or withdraw or\nmodify in any adverse manner the Frontier Board Approval, or (C) engage in any\ndiscussions or negotiations with, or provide any information to, any Person in\nresponse to an unsolicited bona fide written Acquisition Proposal by any such\nPerson, if and only to the extent that, in any such case as is referred to in\nclause (B) or (C), (i) the Frontier \n\n \nShareholders Meeting shall not have occurred, (ii) the Board of Directors of\nFrontier concludes in good faith that such Acquisition Proposal (x) in the case\nof clause (B) above would, if consummated, constitute a Superior Proposal (as\ndefined in Section 8.11) or (y) in the case of clause (C) above could reasonably\nbe expected to constitute a Superior Proposal, (iii) prior to providing any\ninformation or data to any Person in connection with an Acquisition Proposal by\nany such Person, the Board of Directors of Frontier receives from such Person an\nexecuted confidentiality agreement on terms substantially similar to those\ncontained in the Confidentiality Agreement (except as to the standstill\nprovisions, provided that if under the aforementioned circumstances Frontier\nenters into any such confidentiality agreement without standstill provisions\nsubstantially similar to those contained in the Confidentiality Agreement, then\nGlobal shall to the extent of the difference be relieved of compliance with the\nConfidentiality Agreement's standstill provisions), and (iv) prior to providing\nany information or data to any Person or entering into discussions or\nnegotiations with any Person, the Board of Directors of Frontier notifies Global\npromptly of such inquiries, proposals or offers received by, any such\ninformation requested from, or any such discussions or negotiations sought to be\ninitiated or continued with, any of its representatives indicating, in\nconnection with such notice, the name of such Person and the material terms and\nconditions of any proposals or offers. Frontier agrees that it will keep Global\ninformed, on a current basis, of the status and terms of any such proposals or\noffers and the status of any such discussions or negotiations. Frontier agrees\nthat it will immediately cease and cause to be terminated any existing\nactivities, discussions or negotiations with any parties conducted heretofore\nwith respect to any Acquisition Proposal. Frontier agrees that it will take the\nnecessary steps to promptly inform the individuals or entities referred to in\nthe first sentence of this Section 5.5 of the obligations undertaken in this\nSection 5.5. Nothing in this Section 5.5 shall (x) permit Frontier to terminate\nthis Agreement (except as specifi cally provided in Article VII hereof) or (y)\naffect any other obligation of Frontier under this Agreement.\n\n          5.6  ASSUMPTION OF FRONTIER STOCK OPTIONS AND WARRANTS; OTHER STOCK\nPLANS; EMPLOYEE BENEFITS MATTERS.\n\n          (a) OPTIONS AND WARRANTS; OTHER STOCK PLANS. Global shall assume the\nFrontier Stock Options and Warrants on the terms set forth in Exhibit 5.6\nhereto.  Frontier and Global agree that Frontier's other stock plans and\ntreatment of Frontier's officers and employees shall be as set forth in Exhibit\n5.6 hereto.  Frontier and Global shall take all such steps as may be required to\ncause the transactions contemplated by this Section 5.6 and any other\ndispositions of Frontier equity securities (including derivative securities) or\nacquisitions of Global equity securities (including derivative securities) in\nconnection with this Agreement by each individual who (a) is a director or\nofficer of Frontier or (b) at the Effective Time, will become a director or\nofficer of Global, to be exempt under Rule 16b-3 promulgated under the\nSecurities Exchange Act of 1934, as amended, including, without \n\n \nlimitation, steps to be taken in accordance with the No-Action Letter dated\nJanuary 12, 1999, issued by the SEC to Skadden, Arps, Slate, Meagher &amp; Flom LLP.\n\n\n          (b)  EMPLOYEE BENEFITS.\n\n               (i) OBLIGATIONS OF GLOBAL; COMPARABILITY OF BENEFITS. Each\nFrontier Benefit Plan as to which Frontier or any of its Subsidiaries has any\nobligation with respect to any current or former employee (the \"FRONTIER\nEMPLOYEES\") shall, as of the Effective Time, be the obligations of Global and\nthe Surviving Corporation. At the Effective Time and for at least two years\nthereafter, Global shall, or shall cause the Surviving Corporation to, provide\nbenefits, in the aggregate, that are no less favorable than the benefits\nprovided, in the aggregate, under such Frontier Benefit Plans to the Frontier\nEmployees immediately prior to the Effective Time. Notwithstanding the\nforegoing, nothing herein shall require (A) the continuation of any particular\nFrontier Plan or prevent the amend ment or termination thereof (subject to the\nmaintenance, in the aggregate, of the benefits as provided in the preceding\nsentence) or (B) require Global or the Surviving Corporation to continue or\nmaintain any stock purchase or other equity plan related to the equity of\nFrontier or the Surviving Corporation; provided, however, that the Surviving\n                                       --------  -------  \nCompany shall maintain, for a period of two (2) years following the Effective\nTime, substantially in the form in effect at the Effective Time (except for\namendments required by applicable law), the Employee Telecommunications Benefit\nprogram, the Educational Assistance Fund, the Educational Assistance Program,\nthe Executive Perquisite program and the Change in Control Severance Plan for\nSalary Band Levels 25 and Above. In the event of any sale, transfer or other\ndisposition of any of the businesses or operations of Frontier or the Surviving\nCorporation (whether by merger, sale of stock or assets or otherwise) prior to\nthe second anniversary of the Effective Time, Global shall cause any such\npurchaser to assume and perform all obligations of Global under this Section\n5.6(b) for not less than the balance of the period ending on the second\nanniversary of the Effective Time.\n\n               (ii)  PRE-EXISTING LIMITATIONS; DEDUCTIBLE; SERVICE CREDIT.  With\nrespect to any Global Benefit Plans in which the Frontier Employees participate\neffective as of the Closing Date or thereafter, Global shall, or shall cause the\nSurviving Corporation to: (A) not impose any limitations more onerous than those\ncurrently in effect as to pre-existing conditions, exclusions and waiting\nperiods with respect to participation and coverage requirements applicable to\nthe Frontier Employees under any welfare Global Benefit Plan in which such\nemployees may be eligible to participate after the Effective Time, (B) provide\neach \n\n \nFrontier Employee with credit for any co-payments and deductibles paid\nprior to the Effective Time in satisfying any applicable deductible or out-of-\npocket requirements under any welfare Global Benefit Plan in which such\nemployees may be eligible to participate after the Effective Time, and (C)\nrecognize all service of the Frontier Employees with Frontier for all purposes\n(including, without limitation, purposes of eligibility to participate, vesting\ncredit, entitlement for benefits, and benefit accrual) in any Global Benefit\nPlan in which such employees may be eligible to participate after the Effective\nTime, to the same extent taken into account under a comparable Frontier Plan\nimmediately prior to the Closing Date.\n\n               (iii)  CHANGE IN\/OF CONTROL.  Frontier and Global agree that, for\npurposes of the Frontier Benefit Plans, the consummation of the transactions\ncontemplated by this Agreement shall constitute a Change in Control or Change of\nControl, as applicable under such Frontier Benefit Plans.\n\n               (iv)   RETENTION BONUS PROGRAMS.  The transition committee\nappointed pursuant to Section 4.4 shall jointly administer how the retention\nbonus programs of $35 million in the aggregate to employees of Frontier at the\nlevel of VP-2 and below will be administered.\n\n          5.7  FEES AND EXPENSES.  Whether or not the Merger is consummated, all\nExpenses incurred in connection with this Agreement and the transactions\ncontemplated hereby shall be paid by the party incurring such Expenses, except\n(a) if the Merger is consummated, the Surviving Corporation shall pay, or cause\nto be paid, any and all property or transfer taxes imposed on Frontier or its\nSubsidiaries and any real property transfer tax imposed on any holder of shares\nof capital stock of Frontier resulting from the Merger, (b) Expenses incurred in\nconnec  tion with the filing, printing and mailing of the Joint Proxy\nStatement\/Prospectus, which shall be shared equally by Global and Frontier and\n(c) as provided in Section 7.2.  As used in this Agreement, \"EXPENSES\" includes\nall out-of-pocket expenses (including, without limitation, all fees and expenses\nof counsel, accountants, invest  ment bankers, experts and consultants to a\nparty hereto and its affiliates) incurred by a party or on its behalf in\nconnection with or related to the authorization, preparation, negotiation,\nexecution and performance of this Agreement and the transactions contemplated\nhereby, including the preparation, printing, filing and mailing of the Joint\nProxy Statement\/Prospectus and the solicitation of shareholder approvals and all\nother matters related to the transactions contemplated hereby.\n\n          5.8  DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.  The\nSurviving Corporation shall cause to be maintained in effect in its certificate\nof incorporation and by-laws (i) for a period of six years after the Effective\nTime, the current provisions regarding elimination of liability of directors and\nindemnification of officers, directors and employees contained in the\ncertificate \n\n \nof incorporation and by-laws of Frontier and (ii) for a period of six years, the\ncurrent policies of directors' and officers' liability insurance and fiduciary\nliability insurance maintained by Frontier (PROVIDED that the Surviving\nCorporation may substitute therefor policies of at least the same coverage and\namounts containing terms and conditions which are, in the aggregate, no less\nadvantageous to the insured) with respect to claims arising from facts or events\nthat occurred on or before the Effective Time; PROVIDED, HOWEVER, that in no\nevent shall the Surviving Corporation be required to expend in any one year an\namount in excess of 200% of the annual premiums currently paid by Frontier for\nsuch insurance; and, PROVIDED, further, that if the annual premiums of such\ninsurance coverage exceed such amount, the Surviving Corporation shall be\nobligated to obtain a policy with the greatest coverage available for a cost\nnot exceeding such amount. The provisions of the immediately preceding sentence\nshall be deemed to have been satisfied if prepaid policies have been obtained by\nFrontier prior to the Closing for purposes of this Section 5.8, which policies\nprovide such directors and officers with coverage for an aggregate period of six\nyears with respect to claims arising from facts or events that occurred on or\nbefore the Effective Time, including, without limitation, in respect of the\ntransactions contemplated by this Agreement and for a premium not in excess of\nthe aggregate of the premiums set forth in the preceding sentence. If such\nprepaid policies have been obtained by Frontier prior to the Closing, Global\nshall and shall cause the Surviving Corporation to maintain such policies in\nfull force and effect, and continue to honor Frontier's obligations thereunder.\n\n          5.9  REDEMPTION OF FRONTIER PREFERRED STOCK.  At or prior to the\nmailing of the Joint Proxy Statement\/Prospectus by Frontier in accordance with\nSection 5.1, Frontier shall mail a notice of redemption of the Frontier\nPreferred Stock to all holders of the Frontier Preferred Stock and shall set\naside all funds necessary for such redemption prior to the Frontier Shareholders\nMeeting and shall take all other actions as are necessary to redeem all the\nFrontier Preferred Stock then outstanding, using its own cash, and in compliance\nwith the applicable provisions as set forth in its restated certificate of\nincorporation.\n\n          5.10 PUBLIC ANNOUNCEMENTS.  Frontier and Global shall use all\nreasonable efforts to develop a joint communications plan and each party shall\nuse all reasonable efforts (i) to ensure that all press releases and other\npublic statements with respect to the transactions contemplated hereby shall be\nconsistent with such joint communications plan, and (ii) unless otherwise\nrequired by applicable law or by obligations pursuant to any listing agreement\nwith or rules of any securities exchange or NASDAQ, to consult with each other\nbefore issuing any press release or otherwise making any public statement with\nrespect to this Agreement or the transactions \n\n \ncontemplated hereby.\n\n          5.11 ACCOUNTANTS' LETTERS.  Upon reasonable notice from the other,\nFrontier and Global shall use their respective reasonable best efforts to cause\nPricewaterhouseCoopers LLP and Arthur Andersen &amp; Co., respectively, to deliver\nto Frontier or Global, as the case may be, a letter, dated within two business\ndays of the Effective Time of the Form S-4 covering such matters as are\nrequested by Global or Frontier, as the case may be, and as are customarily\naddressed in accoun  tant's \"comfort\" letters.  In connection with Frontier's\nefforts to obtain such letter, if requested by PricewaterhouseCoopers LLP,\nGlobal shall provide a representation letter to PricewaterhouseCoopers LLP\ncomplying with the statement on Auditing Standards No. 72 (\"SAS 72\"), if then\nrequired.  In connection with Global's efforts to obtain such letter, if\nrequested by Arthur Andersen &amp; Co., Frontier shall provide a representation\nletter to Arthur Andersen &amp; Co. complying with SAS 72, if then required.\n\n          5.12 LISTING OF SHARES OF GLOBAL COMMON STOCK. Global shall use its\nbest efforts to cause the shares of Global Common Stock to be issued in the\nMerger and the shares of Global Common Stock to be reserved for issuance upon\nexercise of the Frontier Stock Options to be approved for quotation, upon\nofficial notice of issuance, on NASDAQ.\n\n          5.13 VOTING TRUST.  If at any time prior to the Frontier Share holders\nMeeting, a third party shall make an unsolicited tender or exchange offer to\nacquire control of Frontier, which offer is not recommended by Frontier's Board\nof Directors, then Global and Frontier will use their reasonable best efforts to\nconsum  mate the transactions contemplated hereby by implementing a \"voting\ntrust\" or similar structure permitting consummation of the transactions\ncontemplated hereby prior to the receipt of final FCC and PUC approvals.\n\n\n                                  ARTICLE VI\n\n                             CONDITIONS PRECEDENT\n\n          6.1  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.  The\nobligations of Frontier, Global and Merger Sub to effect the Merger are subject\nto the satisfaction or waiver of, on or prior to the Closing Date, of the\nfollowing conditions:\n\n \n          (a) SHAREHOLDER APPROVAL.  (i) Frontier shall have obtained the\nRequired Frontier Vote  in connection with the adoption of this Agree  ment by\nthe shareholders of Frontier and (ii) (x) if the Merger is to be effected,\nGlobal shall have obtained the Required Global Vote in connection with the\napproval of the Share Issuance and the Global Charter Amendment by the\nshareholders of Global, or (y) if the Alternative Merger is to be effected,\nGlobal shall have obtained the required Global Vote in connection with the\nAlternative Merger.\n\n          (b) NO INJUNCTIONS OR RESTRAINTS, ILLEGALITY.  No Laws shall have been\nadopted or promulgated, and no temporary restraining order, preliminary or\npermanent injunction or other order issued by a court or other Govern  mental\nEntity of competent jurisdiction shall be in effect, having the effect of making\nthe Merger illegal or otherwise prohibiting consummation of the Merger;\nPROVIDED, HOWEVER, that the provisions of this Section 6.1(b) shall not be\navailable to any party whose failure to fulfill its obligations pursuant to\nSection 5.4 shall have been the cause of, or shall have resulted in, such order\nor injunction.\n\n          (c) FCC AND PUBLIC UTILITY COMMISSION APPROV ALS.  All approvals for\nthe Merger from the FCC and PUCs shall have been obtained (i) other than those\nthe failure of which to be obtained would not reasonably be expected to have,\nindividually or in the aggregate, a Material Adverse Effect on Global and its\nSubsidiaries (including following the Merger the Surviving Corporation and its\nSubsidiaries), taken together, and (ii) without the imposition of conditions\nthat would individually or in the aggregate, reasonably be expected to have a\nMaterial Adverse Effect on Global and its Subsidiaries (including following the\nMerger, the Surviving Corporation and its Subsidiaries), taken together.\n\n          (d) HSR ACT.  The waiting period (and any extension thereof)\napplicable to the Merger under the HSR Act shall have been terminated or shall\nhave expired.\n\n          (e) NASDAQ LISTING.  The shares of Global Common Stock to be issued in\nthe Merger and such other shares to be reserved for issuance in connection\nwith the Merger shall have been approved upon official notice of issuance for\nquotation on NASDAQ.\n\n          (f) EFFECTIVENESS OF THE FORM S-4.  The Form S-4 shall have been\ndeclared effective by the SEC under the Securities Act.  No stop order\nsuspending the effectiveness of the Form S-4 shall have been issued by the SEC\nand no proceedings for that purpose shall have been initiated or threatened by\nthe SEC.\n\n          (g) BERMUDA APPROVAL.  The Share Issuance (and the subsequent free\ntransferability of the corresponding shares between nonresident persons for\nexchange control purposes) shall have been approved by the Bermuda \n\n \nMonetary Authority.\n\n          6.2  ADDITIONAL CONDITIONS TO OBLIGATIONS OF GLOBAL AND MERGER SUB.\nThe obligations of Global and Merger Sub to effect the Merger are subject to the\nsatisfaction of, on or waiver by Global, on or prior to the Closing Date, of the\nfollowing conditions:\n\n          (a) REPRESENTATIONS AND WARRANTIES.  (i)  Each of the representations\nand warranties of Frontier set forth in this Agreement that is qualified as to\nMaterial Adverse Effect shall have been true and correct on the date of this\nAgreement and (except to the extent such representations and warranties speak as\nof a specified date) shall also be true and correct on and as of the Closing\nDate, and (ii) each of the representations and warranties of Frontier that is\nnot so qualified shall have been true and correct in all material respects on\nthe date of this Agreement and (except to the extent such representations and\nwarranties speak as of a specified date) shall also be true and correct in all\nmaterial respects on and as of the Closing Date provided that clause (ii) of\n                                                --------                    \nthis paragraph (a) shall be deemed satisfied so long as all failures of such\nrepresentations and warranties referred to therein to be so true and correct,\ntaken together, would not reasonably be expected to have a Material Adverse\nEffect on Frontier; and Global shall have received a certificate of the chief\nexecutive officer and the chief financial officer of Frontier to the effect of\nthe foregoing.\n\n          (b) PERFORMANCE OF OBLIGATIONS OF FRONTIER. Frontier shall have\nperformed or complied with all agreements and covenants required to be performed\nby it under this Agreement at or prior to the Closing Date that are qualified as\nto materiality and shall have performed or complied in all material respects\nwith all other agreements and covenants required to be performed by it under\nthis Agreement at or prior to the Closing Date that are not so qualified as to\nmateriality, and Global shall have received a certificate of the chief executive\nofficer and the chief financial officer of Frontier to such effect.\n\n          (c) TAX OPINION.  Global shall have received from Skadden, Arps,\nSlate, Meagher &amp; Flom LLP, counsel to Global and Merger Sub, on the Closing\nDate, a written opinion dated as of such date substantially in the form of (i)\nSection 6.2(c)(i) of the Global Disclosure Schedule with respect to the Merger\nor  (ii) Section 6.2(c)(ii) of the Global Disclosure Schedule with respect to\nthe Alternative Merger, as the case may be.  In rendering such opinion, counsel\nto Global shall be entitled to rely upon representations of officers of Global\nand Frontier satisfactory to it and substantially in the form of Section\n6.2(c)(1) of the Global Disclosure Schedule or Section 6.2(c)(2) of the\nFrontier Disclosure Schedule, respectively \n\n \n(allowing for such amendments to the representations as counsel to Global deems\nnecessary or appropriate).\n\n          (d) REDEMPTION OF FRONTIER PREFERRED STOCK. Frontier shall have\nredeemed all of the Frontier Preferred Stock.\n\n          6.3  ADDITIONAL CONDITIONS TO OBLIGATIONS OF FRONTIER. The obligations\nof Frontier to effect the Merger are subject to the satisfaction of, or waiver\nby Frontier, on or prior to the Closing Date of the following additional\nconditions:\n\n          (a) REPRESENTATIONS AND WARRANTIES.  (i)  Each of the representations\nand warranties of Global and Merger Sub set forth in this Agree  ment that is\nqualified as to Material Adverse Effect shall have been true and correct on the\ndate of this Agreement and (except to the extent such representations and\nwarranties speak as of a specified date) shall also be true and correct on and\nas of the Closing Date, and (ii) each of the representations and warranties of\neach of Global and Merger Sub that is not so qualified shall have been true and\ncorrect in all material respects on the date of this Agreement and (except to\nthe extent such representations and warranties speak as of a specified date)\nshall also be true and correct in all material respects on and as of the Closing\nDate provided that clause (ii) of this paragraph (a) shall be deemed satisfied\n     --------                                                                 \nso long as all failures of such repre  sentations and warranties referred to\ntherein to be so true and correct, taken together, would not reasonably be\nexpected to have a Material Adverse Effect on Global; and Frontier shall have\nreceived a certificate of the chief executive officer and the chief financial\nofficer of Global to the effect of the foregoing.\n\n          (b) PERFORMANCE OF OBLIGATIONS OF GLOBAL.  Global shall have performed\nor complied with all agreements and covenants required to be performed by it\nunder this Agreement at or prior to the Closing Date that are quali  fied as to\nmateriality and shall have performed or complied in all material respects with\nall agreements and covenants required to be performed by it under this Agree\nment at or prior to the Closing Date that are not so qualified as to\nmateriality, and Frontier shall have received a certificate of the chief\nexecutive officer and the chief financial officer of Global to such effect.\n\n          (c) TAX OPINION.  Frontier shall have received from Simpson Thacher &amp; Bartlett, counsel to Frontier, on the Closing Date, a written opinion dated as\nof such date substantially in the form of (i) Section 6.3(c)(i) of the Frontier\nDisclosure Schedule with respect to the Merger or  (ii) Section 6.3(c)(ii) of\nthe Frontier Disclosure Schedule with respect to the Alternative Merger, as the\ncase may be. In rendering such opinion, counsel to Frontier shall be entitled to\nrely upon representations of officers of Global and Frontier satisfactory to it\nand substantially in the form of Section 6.2(c)(1) of the Global Disclosure\nSchedule or 6.2(c)(2) of the\n\n \nFrontier Disclosure Schedule, respectively\n(allowing for such amendments to the representations as counsel to Frontier\ndeems necessary or appropriate).\n\n\n                                  ARTICLE VII\n\n                           TERMINATION AND AMENDMENT\n\n          7.1  TERMINATION.  This Agreement may be terminated at any time prior\nto the Effective Time, by action taken or authorized by the Board of Directors\nof the terminating party or parties, and except as provided below, whether\nbefore or after approval of the matters presented in connection with the Merger\nby the shareholders of Frontier or Global:\n\n          (a) By mutual written consent of Global and Frontier, by action of\ntheir respective Boards of Directors;\n\n          (b) By either Frontier or Global if the Effective Time shall not have\noccurred on or before the first anniversary date of this Agreement (the \n\"TERMINATION DATE\"); PROVIDED, HOWEVER, in the event that a Trigger Event had\noccurred and is no longer in effect, the Termination Date shall be the later of\n(i) the first anniversary date of this Agreement, or (ii) 180 days after the\ndate on which the Trigger Event is no longer in effect, PROVIDED FURTHER, that\nthe right to terminate this Agreement under this Section 7.1(b) shall not be\navailable to any party whose failure to fulfill any obligation under this\nAgreement (including without limitation Section 5.4) has to any extent been the\ncause of, or resulted in, the failure of the Effective Time to occur on or\nbefore the Termination Date;\n\n          (c) By either Frontier or Global if any Governmental Entity (i) shall\nhave issued an order, decree or ruling or taken any other action (which the\nparties shall have used their reasonable best efforts to resist, resolve or\nlift, as applicable, in accordance with Section 5.4) permanently restraining,\nenjoining or otherwise prohibiting the transactions contemplated by this\nAgreement, and such order, decree, ruling or other action shall have become\nfinal and nonappealable or (ii) shall have failed to issue an order, decree or\nruling or to take any other action (which order, decree, ruling or other action\nthe parties shall have used their reasonable best efforts to obtain, in\naccordance with Section 5.4), in each case of (i) and (ii) which is necessary to\nfulfill the conditions set forth in subsections 6.1(c) and (d), as applicable,\nand such denial of a request to issue such order, decree, ruling or take such\nother action shall have become final and nonappealable; PROVIDED, \n\n \nHOWEVER, that the right to terminate this Agreement under this Section 7.1(c)\nshall not be available to any party whose failure to comply with Section 5.4 has\nto any extent been the cause of such action or inaction;\n\n          (d) By either Frontier or Global if (i) the approval by the share\nholders of Frontier required for the consummation of the Merger shall not have\nbeen obtained by reason of the failure to obtain the Required Frontier Vote or\n(ii) the approval by the shareholders of Global required for the consummation of\nthe Merger shall not have been obtained by reason of the failure to obtain the\nRequired Global Vote, in each case upon the taking of such vote at a duly held\nmeeting of sharehold  ers of Frontier or Global, as the case may be, or at any\nadjournment thereof;\n\n          (e) By Global if the Board of Directors of Frontier, prior to the\nFrontier Shareholders Meeting (i) shall withdraw or modify in any adverse manner\nthe Frontier Board Approval, (ii) shall approve or recommend a Superior Proposal\npursuant to Section 5.5 or (iii) shall resolve to take any of the actions\nspecified in clauses (i) or (ii) above;\n\n          (f) By Frontier at any time prior to the Frontier Shareholders\nMeeting, upon three Business Days' prior notice to Global, if the Board of\nDirectors of Frontier shall approve a Superior Proposal; PROVIDED, HOWEVER, that\n(i) Frontier shall have complied with Section 5.5, (ii) the Board of Directors\nof Frontier shall have concluded in good faith, after giving effect to all\nconcessions which may be offered by Global pursuant to clause (iii) below, on\nthe basis of the advice of its financial advisors and outside counsel, that such\nproposal is a Superior Proposal and (iii) prior to any such termination,\nFrontier shall, and shall cause its financial and legal advisors to, negotiate\nwith Global to make such adjustments in the terms and conditions of this\nAgreement as would enable Global to proceed with the transac  tions contemplated\nhereby; PROVIDED, HOWEVER, that it shall be a condition to termination by\nFrontier pursuant to this Section 7.l(f) that Frontier shall have made the\npayment of the Termination Fee to Global required by Section 7.2(b);\n\n          (g) By Frontier, if its Board of Directors so determines by a vote of\nthe majority of the members of its entire Board, at any time during the three-\nBusiness Day period commencing on the Determination Date (the \"FRON  TIER\nEVALUATION PERIOD\"), if the Average Price is less than $34.5625, SUBJECT,\nHOWEVER, to the following:  (A) if Frontier elects to exercise its termination\nright pursuant to this Section 7.1(g), it shall give Global written notice of\nits intention to terminate (the \"TERMINATION NOTICE\"), which termination shall\nbe effective at the close of business on the third Business Day following the\ndelivery of the \n\n \nTermination Notice (which Termination Notice may be withdrawn by Frontier \nat any time prior to the effectiveness of such termination), (B) during\nthe two-Business Day period commencing with the delivery of a Termination Notice\n(the \"GLOBAL ELECTION PERIOD\"), Global shall have the option of (x) adjusting\nthe Exchange Ratio to equal the quotient determined by dividing $62.00 by the\nAverage Price (rounded to the nearest 1\/10,000) by delivering written notice to\nFrontier within such two-Business Day period of its intention to so adjust the\nExchange Ratio, (y) paying Merger Consideration consisting of shares of Global\nCommon Stock equal to the Exchange Ratio and cash (the \"CASH TOP-UP\") equal to\nthe difference between $62.00 and the Exchange Ratio multiplied by the Average\nPrice or (z) any combination of an adjustment in the Exchange Ratio and a Cash\nTop-Up provided that the sum of (i) the Cash Top-Up and (ii) the Exchange Ratio,\nas adjusted, multiplied by the Average Price, equals $62.00 and (C) if Global\nmakes an election to adjust the Exchange Ratio pursuant to the preceding clause\n(B)(x) (a \"GLOBAL ADJUSTMENT ELECTION\"), or to pay Merger Consideration that\nincludes the Cash Top-Up (the \"CASH TOP-UP ELECTION\") pursuant to the preceding\nclause (B)(y), or a combination of an adjustment to the Exchange Ratio and a\nCash Top-Up pursuant to Clause (B)(z) a (\"COMBINATION ELECTION\"), then this\nAgreement shall not terminate pursuant to this Section 7.1(g) and this Agreement\nshall remain in effect in accordance with its terms (except as the Ex  change\nRatio shall have been so modified or the Merger Consideration so modified), and\nany references in this Agreement to \"Exchange Ratio\" or \"Merger Consideration,\"\nas applicable, shall thereafter be deemed to refer to the Exchange Ratio\nor Merger Consideration, as applicable, as adjusted pursuant to this Section\n7.1(g). Unless the Alternative Merger is consummated pursuant to Section 1.10\nhereof and such Alternative Merger qualifies for non-recognition treatment under\nSection 351 of the Code, cash paid pursuant to the Cash Top-Up Election or the\nCombination Election in accordance with Sections (B)(y) or (B)(z) of the\nimmediately preceding sentence, shall be less than the amount, taken together\nwith all other cash to be paid in the Merger or the Alternative Merger, that\nwould result in the Merger or the Alternative Merger failing to qualify as a\nreorganization under Section 368 of the Code and any reduction in the cash paid\npursuant to a Cash Top-Up shall be compen  sated by an adjustment in the\nExchange Ratio.\n\n          7.2  EFFECT OF TERMINATION.\n\n          (a) In the event of termination of this Agreement by either Frontier\nor Global as provided in Section 7.1, this Agreement shall forthwith become void\nand there shall be no liability or obligation on the part of Global or Frontier\nor their respective officers or directors except with respect to Section 3.1(i),\nSection 3.2(h), the second sentence of Section 5.3, Section 5.7, this Section\n7.2 and Article VIII.\n\n          (b) Global and Frontier agree that Frontier shall pay to Global the\n\n \nsum of $270 million (the \"TERMINATION FEE\") solely as follows:  (i) if Frontier\nshall terminate this Agreement pursuant to Section 7.1(f), (ii) if (A) Frontier\nor Global shall terminate this Agreement pursuant to Section 7.1(d)(i) due to\nthe failure of Frontier's shareholders to approve and adopt this Agreement, (B)\nat any time after the date of this Agreement and at or before the time of the\nevent giving rise to such termination there shall exist an Acquisition Proposal\nand (C) within 12 months of the termination of this Agreement, Frontier enters\ninto a definitive agreement with any third party with respect to an Acquisition\nProposal or an Acquisition Proposal is consummated, (iii) if Global shall\nterminate this Agreement pursuant to Section 7.1(e), or (iv) if (A) Global shall\nterminate this Agreement pursuant to Section 7.1(b) or Frontier or Global shall\nterminate this Agreement pursuant to Section 7.1(c), (B) at any time after the\ndate of this Agreement and at or before the time of the event giving rise to\nsuch termination there shall exist an Acquisition Proposal with respect to\nFrontier, (C) following the existence of such Acquisition Proposal and prior to\nany such termination, Frontier shall have intentionally breached (and not cured\nafter notice thereof) any of its material covenants or agreements set forth in\nthis Agreement in any material respect and (D) within 12 months of any such\ntermination of this Agreement, Frontier shall enter into a definitive agreement\nwith any third party with respect to an Acquisition Proposal or an Acquisition\nProposal is consummated.\n\n          (c) The Termination Fee required to be paid pursuant to Section 7.2(b)\nshall be made prior to, and shall be a pre-condition to the effectiveness of\ntermination of this Agreement by Frontier pursuant to Section 7.1(f).  Any other\npayment required to be made pursuant to Section 7.2(b) shall be made to Global\nnot later than two Business Days after the entering into of a definitive\nagreement with respect to, or the consummation of, an Acquisition Proposal, as\napplicable, or a termination pursuant to Section 7.1(e).  All payments under\nthis Section 7.2 to Global shall be made by wire transfer of immediately\navailable funds to an account designated by Global.\n\n          7.3  AMENDMENT.  This Agreement may be amended by the parties hereto,\nby action taken or authorized by their respective Boards of Directors, at any\ntime before or after approval of the matters presented in connection with the\nMerger by the shareholders of Frontier and Global, but, after any such approval,\nno amendment shall be made which by law or in accordance with the rules of any\nrelevant stock exchange requires further approval by such shareholders without\nsuch further approval.  This Agreement may not be amended except by an\ninstrument in writing signed on behalf of each of the parties hereto.\n\n \n          7.4  EXTENSION; WAIVER.  At any time prior to the Effective Time, the\nparties hereto, by action taken or authorized by their respective Boards of\nDirectors, may, to the extent legally allowed, (i) extend the time for the\nperformance of any of the obligations or other acts of the other parties hereto,\n(ii) waive any inaccuracies in the representations and warranties contained\nherein or in any document delivered pursuant hereto and (iii) waive compliance\nwith any of the agree  ments or conditions contained herein.  Any agreement on\nthe part of a party hereto to any such extension or waiver shall be valid only\nif set forth in a written instrument signed on behalf of such party.  The\nfailure of any party to this Agreement to assert any of its rights under this\nAgreement or otherwise shall not constitute a waiver of those rights.\n\n\n                                 ARTICLE VIII\n\n                              GENERAL PROVISIONS\n\n          8.1  NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.\nNone of the representations, warranties, covenants and other agreements in this\nAgreement or in any instrument delivered pursuant to this Agreement, including\nany rights arising out of any breach of such representations, warranties,\ncovenants and other agreements, shall survive the Effective Time, except for\nthose covenants and agreements contained herein and therein that by their terms\napply or are to be performed in whole or in part after the Effective Time and\nthis Article VIII.  Nothing in this Section 8.1 shall relieve any party for any\nbreach of any representation, warranty, covenant or other agreement in this\nAgreement occurring prior to termination.\n\n          8.2  NOTICES.  All notices and other communications hereunder shall be\nin writing and shall be deemed duly given (a) on the date of delivery if\ndelivered personally, or by telecopy or telefacsimile, upon confirmation of\nreceipt, (b) on the first Business Day following the date of dispatch if\ndelivered by a recognized next-day courier service, or (c) on the tenth\nBusiness Day following the date of mailing if delivered by registered or\ncertified mail, return receipt requested, postage prepaid.  All notices\nhereunder shall be delivered as set forth below, or pursuant to such other\ninstructions as may be designated in writing by the party to receive such\nnotice:\n\n          (a)  if to Global or Global Sub, to\n\n               Global Crossing Ltd.\n               45 Reid Street\n               Wessex House\n               Hamilton HM 12, Bermuda\n\n \n               Fax:  (441) 296-8606\n               Attention:  James C. Gorton\n\n               with a copy to\n\n               Skadden, Arps, Slate, Meagher &amp; Flom LLP\n               300 South Grand Avenue, Suite 3400\n               Los Angeles, California  90071\n               Fax: (213) 687-5600\n               Attention:  Brian J. McCarthy\n\n               and an additional copy to\n\n               Skadden, Arps, Slate, Meagher &amp; Flom LLP\n               One Rodney Square\n               P.O. Box 636\n               Wilmington, Delaware  19899\n               Fax:  (302) 651-3001\n               Attention:  Richard L. Easton\n\n          (b)  if to Frontier to\n\n               Frontier Corporation\n               180 South Clinton Avenue\n               Rochester, New York  14646\n               Fax:  (716) 546-7823\n               Attention:  Martin T. McCue\n\n               with a copy to\n\n               Simpson Thacher &amp; Bartlett\n               425 Lexington Avenue\n               New York, New York 10017-3954\n               Fax: (212) 455-2502\n               Attention: Robert E. Spatt\n\n          8.3  INTERPRETATION.  When a reference is made in this Agreement to\nSections, Exhibits or Schedules, such reference shall be to a Section of or\nExhibit or Schedule to this Agreement unless otherwise indicated.  The table of\ncontents, glossary of defined terms and headings contained in this Agreement are\nfor \n\n \nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.  Whenever the words \"include\", \"includes\" or\n\"including\" are used in this Agreement, they shall be deemed to be followed by\nthe words \"without limitation\".\n\n          8.4  COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when one or more counterparts have been signed by each of\nthe parties and delivered to the other party, it being understood that both\nparties need not sign the same counterpart.\n\n          8.5  ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIA RIES.\n\n          (a) This Agreement, the Stock Option Agreement  and the agreements\nreferred to in Sections 1.9, 4.5 and 5.3 constitute the entire agreement and\nsupersede all prior agreements and understandings, both written and oral, among\nthe parties with respect to the subject matter hereof, other than the\nConfidentiality Agreement, which shall survive the execution and delivery of\nthis Agreement.\n\n          (b) This Agreement shall be binding upon and inure solely to the\nbenefit of each party hereto, and nothing in this Agreement, express or implied,\nis intended to or shall confer upon any other Person any right, benefit or\nremedy of any nature whatsoever under or by reason of this Agreement, other than\nSection 5.8 (which is intended to be for the benefit of the Persons covered\nthereby and may be enforced by such Persons).\n\n          8.6  GOVERNING LAW.  This Agreement shall be governed and construed in\naccordance with the laws of the State of New York.\n\n          8.7  SEVERABILITY.  If any term or other provision of this Agreement\nis invalid, illegal or incapable of being enforced by any law or public policy,\nall other terms and provisions of this Agreement shall nevertheless remain in\nfull force and effect so long as the economic or legal substance of the\ntransactions contemplated hereby is not affected in any manner materially\nadverse to any party. Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in an acceptable manner in order\nthat the transactions contemplated hereby are consummated as originally\ncontemplated to the greatest extent possible.\n\n          8.8  ASSIGNMENT.  Neither this Agreement nor any of the rights,\ninterests or obligations hereunder shall be assigned by any of the parties\nhereto, in whole or in part (whether by operation of law or otherwise), without\nthe prior written \n\n \nconsent of the other party, and any attempt to make any such assignment without\nsuch consent shall be null and void, except that Merger Sub may assign, in its\nsole discretion, any or all of its rights, interests and obligations under this\nAgreement to any direct wholly owned Subsidiary of Global without the consent of\nFrontier, but no such assignment shall relieve Merger Sub of any of its\nobligations under this Agreement. Subject to the preceding sentence, this\nAgreement will be binding upon, inure to the benefit of and be enforceable by\nthe parties and their respective succes sors and assigns.\n\n          8.9  SUBMISSION TO JURISDICTION; WAIVERS.  Each of Global and Frontier\nirrevocably agrees that any legal action or proceeding with respect to this\nAgreement or for recognition and enforcement of any judgment in respect hereof\nbrought by the other party hereto or its successors or assigns may be brought\nand determined in the Courts of the State of New York, and each of Global and\nFrontier hereby irrevocably submits with regard to any such action or proceeding\nfor itself and in respect to its property, generally and unconditionally, to the\nnonex  clusive jurisdiction of the aforesaid courts.  Each of Global and\nFrontier hereby irrevocably waives, and agrees not to assert, by way of motion,\nas a defense, counter  claim or otherwise, in any action or proceeding with\nrespect to this  Agreement, (a) any claim that it is not personally subject to\nthe jurisdiction of the above-named courts for any reason other than the failure\nto serve process in accordance with this Section 8.9, (b) that it or its\nproperty is exempt or immune from jurisdiction of any such court or from any\nlegal process commenced in such courts (whether through service of notice,\nattachment prior to judgment, attachment in aid of execution of judgment,\nexecution of judgment or otherwise), and (c) to the fullest extent permitted by\napplicable law, that (i) the suit, action or proceeding in any such court is\nbrought in an inconvenient forum, (ii) the venue of such suit, action or\nproceeding is im  proper and (iii) this Agreement, or the subject matter hereof,\nmay not be enforced in or by such courts.  This Agreement does not involve less\nthan $250,000 and the parties intend that Section 5-1401 of the New York General\nObligations Law shall apply to this Agreement.\n\n          8.10 ENFORCEMENT.  The parties agree that irreparable damage would\noccur in the event that any of the provisions of this Agreement were not\nperformed in accordance with their specific terms.  It is accordingly agreed\nthat the parties shall be entitled to specific performance of the terms hereof,\nthis being in addition to any other remedy to which they are entitled at law or\nin equity.\n\n          8.11 DEFINITIONS.  As used in this Agreement:\n\n \n          (a) \"APPLICABLE CLOSING CONDITIONS\" means the conditions to Closing\nset forth in Sections 6.1(b), 6.1(c) and 6.1(d) hereof.\n\n          (b) \"BOARD OF DIRECTORS\" means the Board of Directors of any specified\nPerson and any committees thereof.\n\n          (c) \"BUSINESS DAY\" means any day on which banks are not required or\nauthorized to close in the City of New York.\n\n          (d) \"COMBINED VOTING POWER\" means the combined voting power of Global\nCommon Stock on a fully diluted basis and for purposes of computing such \"fully\ndiluted basis\", the following shall be excluded:  (i) any options, warrants or\nother securities exchangeable or convertible into Global Com  mon Stock\n(collectively, \"Convertible Voting Securities\"), which are not and cannot become\nexercisable prior to the earlier of (x) the Termination Date, or (y) the date of\nthe Global Shareholders Meeting, and (ii) any Convertible Voting Securities that\nare held by a shareholder of Global who owns more than 200,000 shares of Global\nCommon Stock that enters into an agreement with Global for the benefit of\nFrontier and which gives Frontier the right of specific performance thereunder,\nthat is reasonably acceptable to Frontier, which provides that such shareholder\nshall not exercise any of its Convertible Voting Securities prior to the earlier\nof (x) the Termination Date or (y) the termination of the Voting Agreement.\n\n          (e) \"MATERIAL ADVERSE EFFECT\" means, with respect to any entity, any\nadverse change, circumstance or effect that is or is reasonably likely to be\nmaterially adverse to the business, financial condition or results of operations\nof such entity and its Subsidiaries taken as a whole, other than any change,\ncircum  stance or effect relating to (i) the economy or securities markets in\ngeneral or (ii) the industries in which Global or Frontier operate and not\nspecifically relating to Global or Frontier.\n\n          (f) \"MATERIAL NETWORK CONTRACT\" means any material contract relating\nto the construction, installation (including, but not limited to, any upgrade),\noperation, maintenance, provision of capacity for, sale or use of capacity on\n(including, but not limited to, the provision for web hosting services)\nFrontier's fiber optic network.\n\n          (g) \"PERSON\" means an individual, corporation, company, limited\nliability company, partnership, association, trust, unincorporated organization,\nother entity or group (as defined in the Exchange Act).\n\n          (h) \"SUBSIDIARY\" when used with respect to any party means any\ncorporation or other organization, whether incorporated or unincorporated, (i)\nof which such party or any other Subsidiary of such party is a general partner\n(excluding \n\n \npartnerships, the general partnership interests of which held by such party or\nany Subsidiary of such party do not have a majority of the voting interests in\nsuch partnership) or (ii) at least a majority of the securities or other\ninterests of which having by their terms ordinary voting power to elect a\nmajority of the Board of Directors or others performing similar functions with\nrespect to such corporation or other organization is directly or indirectly\nowned or controlled by such party or by any one or more of its Subsidiaries, or\nby such party and one or more of its Subsidiaries.\n\n          (i) \"SUPERIOR PROPOSAL\" means a bona fide written Acquisition\nProposal which the Board of Directors of Frontier or Global, as applicable,\nconcludes in good faith (after consultation with its financial advisors and\nlegal counsel), taking into account all legal, financial, regulatory and other\naspects of the proposal and the Person making the proposal, (i) would, if\nconsummated, result in a transaction that is more favorable to Frontier's\nshareholders (in their capacities as shareholders) from a financial point of\nview, than the transactions contemplated by this Agreement and (ii) is\nreasonably capable of being completed (provided that for purposes of this\ndefinition the term Acquisition Proposal shall have the meaning assigned to such\nterm in Section 5.5 except that the references to \"20%\" in the definition of\n\"Acquisition Proposal\" shall be deemed to be a reference to \"50%\" and\n\"Acquisition Proposal\" shall only be deemed to refer to a transaction involving\nFrontier, or with respect to assets (including the shares of any Subsidiary of\nFrontier) of Frontier and its Subsidiaries, taken as a whole, and not any of its\nSubsidiaries alone).\n\n          (j) \"THE OTHER PARTY\" means, with respect to Frontier, Global and\nmeans, with respect to Global, Frontier.\n\n          (k) \"TRIGGER EVENT\" occurs when all of the following conditions are\nand remain satisfied:  (i) Global has consummated an acquisition of a trade or\nbusiness outside the United States consistent with its business plan and (ii)\ncounsel to Global and Frontier confirm that, based upon the facts and\ncircumstances of such acquisition, they each could render the respective\nopinions required by Sections 6.2(c)(i) and 6.3(c)(i) hereof.\n\n          8.12 OTHER AGREEMENTS.  The parties hereto acknowledge and agree that,\nexcept as otherwise expressly set forth in this Agreement, the rights and\nobligations of Frontier and Global under any other agreement between the parties\nshall not be affected by any provision of this Agreement.\n\n \n          IN WITNESS WHEREOF, Global, Merger Sub and Frontier have caused this\nAgreement to be signed by their respective officers thereunto duly authorized,\nall as of March 16, 1999.\n\n\n                              GLOBAL CROSSING LTD.\n\n\n                              By: \/s\/ Thomas J. Casey\n                                  -------------------\n                              Name:  Thomas J. Casey\n                              Title:  Vice Chairman\n\n\n                              GCF ACQUISITION CORP.\n\n\n                              By: \/s\/ Thomas J. Casey\n                                  -------------------\n                              Name:  Thomas J. Casey\n                              Title:  Vice Chairman\n\n\n                              FRONTIER CORPORATION\n\n                              By: \/s\/ Joseph P. Clayton\n                                  ---------------------\n                              Name:  Joseph P. Clayton\n                              Title:  Chief Executive Officer\n\n \n                                                                       EXHIBIT A\n\n\n                         FORM OF STOCK OPTION AGREEMENT\n\n\n\n [An executed copy of the Stock Option Agreement has been filed as Exhibit 10.1\n           to this Form 8-K and is incorporated herein by reference]\n\n \n                                                                     EXHIBIT 1.9\n\n\n                            FORM OF VOTING AGREEMENT\n\n\n\n    [An executed copy of the Voting Agreement has been filed as Exhibit 10.2\n           to this Form 8-K and is incorporated herein by reference]\n\n \n                                                                  EXHIBIT 3.1(K)\n\n\n                       Form of Frontier Affiliate Letter\n                       ---------------------------------\n\n\nGentlemen:\n\n          The undersigned, a holder of shares of Common Stock, par value $1.00\nper share (\"Frontier Common Stock\"), of Frontier Corporation, a New York\n            ----------------------                                       \ncorporation (\"Frontier\"), will be entitled to receive in connection with the\n              --------                                                      \nmerger (the \"Merger\") of GCF Acquisition Corp., a New York corporation, with and\n             ------                                                             \ninto Frontier, securities (the \"Global Securities\") of Global Crossing Ltd., a\n                                -----------------                             \ncompany formed under the laws of Bermuda (\"Global\"), into which the shares of\n                                           ------                            \nFrontier Common Stock owned by the undersigned are converted at the effective\ntime of the Merger.  The undersigned acknowledges that the undersigned may be\ndeemed an \"affiliate\" of Frontier within the meaning of Rule 145 (\"Rule 145\")\n                                                                   --------  \npromulgated under the Securities Act of 1933 (together with the rules and\nregulations thereunder, the \"Act\"), although nothing contained herein should be\n                             ---                                               \nconstrued as an admission of such fact.\n\n          If in fact the undersigned were an affiliate under the Act, the\nundersigned's ability to sell, assign or transfer the Global Securities received\nby the undersigned in exchange for any shares of Frontier Common Stock pursuant\nto the Merger may be restricted unless such transaction is registered under the\nAct or an exemption from such registration is available.  The undersigned\nunderstands that such exemptions are limited and the undersigned has obtained\nadvice of counsel as to the nature and conditions of such exemptions, including\ninformation with respect to the applicability to the sale of such securities of\nRules 144 and 145(d) promulgated under the Act.  The undersigned understands\nthat Global will not be required to maintain the effectiveness of any\nregistration statement under the Act for the purposes of resale of Global\nSecurities by the undersigned.\n\n          The undersigned hereby represents to and covenants with Global that\nthe undersigned will not sell, assign or transfer any of the Global Securities\nreceived by the undersigned in exchange for any shares of Frontier Common Stock\npursuant to the Merger except (i)  pursuant to an effective registration\nstatement under the Act, (ii) in conformity with the volume and other\nlimitations of Rule 145 or (iii) in a transaction which, in the opinion of\ncounsel reasonably satisfactory to Global or as described in a \"no-action\" or\ninterpretive letter from the Staff of the Securities and Exchange Commission\n(the \"SEC\"), is not required to be registered under the Act.\n      ---                                                   \n\n          In the event of a sale or other disposition by the undersigned of\nGlobal Securities pursuant to Rule 145, the undersigned will supply Global with\nevidence of compliance with such Rule, in the form of a letter in the form of\nAnnex I hereto.  The undersigned understands that Global may instruct its\ntransfer agent to withhold the transfer of any Global Securities disposed of by\nthe undersigned, but that upon receipt of such evidence of compliance the\ntransfer agent shall effectuate the transfer of the Global Securities sold as\nindicated in the letter (issuing certificates without any restrictive legend to\nthe transferee).\n\n \n          The undersigned acknowledges and agrees that Global reserves the right\nto place the following legend on certificates representing Global Securities\nreceived by the undersigned in the Merger:\n\n          \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A\n          TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF\n          1933 APPLIES AND MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN\n          COMPLIANCE WITH THE REQUIREMENTS OF RULE 145 OR PURSUANT TO A\n          REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM SUCH\n          REGISTRATION.\"\n\n     The undersigned also acknowledged and agrees that unless a sale or transfer\nof the Global Securities received by the undersigned in connection with the\nMerger is made in conformity with the provisions of Rule 145 or pursuant to a\nregistration statement (in which case certificates issued to the transferee\nshall not contain any restrictive legend), Global reserves the right to place\nthe following legend (or other appropriate legend) on the certificates issued to\nany transferee:\n\n          \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n          UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO\n          RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED\n          UNDER THE SECURITIES ACT OF 1933 APPLIES.  THE SHARES HAVE BEEN\n          ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION\n          WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES\n          ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED\n          EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION\n          REQUIREMENTS OF THE SECURITIES ACT OF 1933.\"\n\nIt is understood and agreed that such legends will be substituted by delivery of\ncertificates without such legends if (i) one year shall have elapsed from the\ndate of the effective time of the Merger and the provisions of Rule 145(d)(2)\nunder the Act are then available to the undersigned or (ii) Global shall have\nreceived an opinion in form and substance reasonably satisfactory to Global from\nindependent counsel reasonably satisfactory to Global or a Ano-action\" or\ninterpretive letter from the Staff of the SEC to the effect that such legends\nare not required for purposes of the Act.\n\n          The undersigned acknowledges that (i) the undersigned has carefully\nread this letter and understands the requirements hereof and the limitations\nimposed upon the distribution, sale, transfer or other disposition of Global\nSecurities and (ii) the receipt by Global of this letter is an inducement and a\ncondition to Global's obligations to consummate the Merger.\n\n          By Global's acceptance of  this letter, Global agrees with the\nundersigned that, if the undersigned receives any Global Securities in the\nMerger:  (i) for so long as and to the extent \n\n \nnecessary to permit the undersigned to sell such Global Securities pursuant to\nRule 145 and, to the extent applicable, Rule 144 under the Act, Global shall\ntake all such actions as may be reasonably available to it to file, on a timely\nbasis, all reports and data required to be filed with the SEC by it pursuant to\nSection 13 of the Securities and Exchange Act of 1934, as amended, and furnish\nto the undersigned upon request a written statement as to whether Global has\ncomplied with such reporting requirements during the 12 months preceding any\nproposed sale of Global Securities by the undersigned under Rule 145, and Global\nshall otherwise take all such actions as may be reasonably available to it to\npermit such sales pursuant to Rule 145 and Rule 144.\n\n                              Very truly yours,\n\n\n                              --------------------------------------------\n                              Name:\n\nACCEPTED AND AGREED:\n\nGlobal Crossing Ltd.\n\n\n\nBy:\n   -------------------------\n    Name:\n    Title:\n\n\nDate:\n\n \n                                                                         ANNEX I\n                                                               TO EXHIBIT 3.1(K)\n\n\n\n[Name]                                                                    [Date]\n\n\n\n          On            the undersigned sold the securities (\"Securities\") of \n             ----------                                       ----------\nGlobal (\"Global\") described below in the space provided for that purpose (the \n         ------                                            \n\"Securities\").  The Securities were received by the undersigned in connection \n ----------                                        \nwith the merger of Merger Sub with and into Frontier.\n\n          Based upon the most recent report or statement filed by Global with\nthe Securities and Exchange Commission, the Securities sold by the undersigned\nwere within the prescribed limitations set forth in paragraph (e) of Rule 144\npromulgated under the Securities Act of 1933, as amended (the \"Act\").\n                                                               ---   \n\n          The undersigned hereby represents that the Securities were sold in\n\"brokers' transactions\" within the meaning of Section 4(4) of the Act or in\ntransactions directly with a \"market maker\" as that term is defined in Section\n3(a)(38) of the Securities Exchange Act of 1934, as amended.  The undersigned\nfurther represents that the undersigned has not solicited or arranged for the\nsolicitation of orders to buy the Securities, and that the undersigned has not\nmade any payment in connection with the offer or sale of the Securities to any\nperson other than to the broker who executed the order in respect of such sale.\n\n\n                              Very truly yours,\n\n\n\n             [Space to be provided for description of securities]\n\n \n                                                                     Exhibit 4.5\n                                                                     -----------\n\n\n                         SERVICES AGREEMENT TERM SHEET.\n                         ----------------------------- \n\nFrontier and Global will exercise reasonable good faith efforts as soon as\npracticable after the execution of this agreement to negotiate and finalize an\nagreement or agreements whereby each party will provide agreed amounts of  lit\ncapacity derived from electronics on its network to the other party, for a term\nof three (3) years, at rates that are (a) at the same level as the lowest bona\nfide bid procured on an arms' length basis from another provider of available\nfiber capacity for the same areas and the same capabilities\/characteristics, or\n(b) in lieu thereof, at rates that are most competitive with rates paid by other\nsimilarly-situated customers, taking into account the term, the fiber\ncapability\/characteristics sought, expected volume, and locations at which\ntraffic originates and terminates.  Where traffic is to be exchanged in\ncomparable amounts, the parties will share the costs of establishing connections\nbetween points of presence (POPs) in the same metropolitan areas.  Each party\nwill agree to make reasonable space available to the other party for collocation\nat POPs or Telehouses in the metropolitan center or city nearest the other's\naccess point or point of landing for interconnection, and at selected other\nsites identified and agreed upon by the parties, at rates and charges most\nrecently quoted to the party's best customers for similar amounts and types of\nspace and collocation services and equipment, and assuming such space can be\nmade available.  Each party will consider avenues for joint marketing of\nservices, including the development of marketing plans and sales incentives to\npromote sales of one another's products and services.  The parties will consider\nmethods to engage in joint billing, and to have available for the other party\ncertain customer care, network monitoring and other services on mutually\nacceptable and compensatory terms and conditions.\n\n \n                                                                     Exhibit 5.2\n                                                                     -----------\n\n\n                          CLASSIFICATION OF DIRECTORS\n                          ---------------------------\n\n\n(I)    One director, selected by Frontier, shall be elected to the Global Board\n       of Directors, Class B, with a term expiring in 2000.\n\n(II)   One director, selected by Frontier, shall be elected to the Global Board\n       of Directors, Class C, with a term expiring in 2001.\n\n(III)  Two directors, selected by Frontier, shall be elected to the Global Board\n       of Directors, Class A, with a term expiring in 2002.\n\n \n                                                                     Exhibit 5.6\n                                                                     -----------\n\n\n\n           Assumption of Frontier Stock Options and Frontier Warrant\n           ---------------------------------------------------------\n\n          (1) Each Frontier Stock Option and each Frontier Warrant outstanding\nat the Effective Time shall be assumed by Global.  Each Frontier Stock Option\nshall be deemed to constitute an option to acquire, and each Frontier Warrant\nshall be deemed to constitute a warrant to acquire, on the same terms and\nconditions, mutatis mutandis, as were applicable under such Frontier Stock\n            ------- --------                                              \nOptions or such Frontier Warrants, prior to the Effective Time, the number of\nshares of Global Common Stock (or in the event of the Alternative Merger, New\nGlobal Common Stock) as the holder of each such Frontier Stock Option or\nFrontier Warrant would have been entitled to receive pursuant to the Merger had\nsuch holder exercised such Frontier Stock Option or such Frontier Warrant in\nfull immediately prior to the Effective Time (not taking into account whether or\nnot such option was in fact exercisable).  The price per share subject to each\nsuch option and warrant shall be equal to (a) the aggregate exercise price for\nFrontier Common Stock otherwise purchasable pursuant to such Frontier Stock\nOption or Frontier Warrant divided by (b) the number of shares of Global Common\nStock (or in the event of the Alternative Merger, New Global Common Stock)\ndeemed purchasable pursuant to such assumed Frontier Stock Option or such\nFrontier Warrant; provided, that the number of shares of Global Common Stock\n                  --------                                                  \nthat may be purchased upon exercise of any such Frontier Stock Option or such\nFrontier Warrant shall not include any fractional share and, upon exercise of\nsuch Frontier Stock Option or such Frontier Warrant, a cash payment shall be\nmade for any fractional share based upon the last sale price per share of Global\nCommon Stock (or in the event of the Alternative Merger, New Global Common\nStock) on the trading day immediately preceding the date of exercise; provided,\n                                                                      -------- \nfurther, that in the event of a Cash Top-Up Election, the appropri ate committee\n-------                                                                         \nof the Board of Directors of Frontier (or of the applicable Frontier Benefit\nPlan) shall determine, subject to the terms of the applicable Frontier Benefit\nPlan or Frontier Warrant, as the case may be, in their reasonable discretion,\nthe manner and method by which the Frontier Stock Options and Frontier Warrants\nwill be adjusted to account for any cash payments to be made pursuant to such\nCash Top-Up Election.  All such Frontier Stock Options shall be immediately\nexercisable by the holder thereof at or after the Effective Time,\nnotwithstanding any provision to the contrary set forth in any option agreement.\nAs soon as practicable (but in no event later than fourteen Business Days) after\nthe Effective Time, Global shall cause to be delivered to each holder of an\noutstanding Frontier Stock Option an appropriate notice setting forth such\nholder's rights pursuant thereto, and such assumed Frontier Stock Option or such\nFrontier Warrant (as adjusted with respect to exercise price and the purchasable\nnumber of shares of Global Common Stock (or in the event of the Alternative\nMerger, New Global Common Stock)) shall continue in effect on the \n\n \nsame terms and conditions. From and after the Effective Time, Global shall\ncomply with the terms of the warrant agreement pursuant to which the Frontier\nWarrant was issued (the \"Warrant Agreements\") and the Frontier Stock Option\nPlans pursuant to which the Frontier Stock Options were granted. The adjustments\nprovided in this Exhibit 5.6 with respect to any Stock Options that are\n\"incentive stock options\" (as defined in section 422 of the Code) shall be\neffected in a manner consistent with Section 424(a) of the Code.\n\n          (2) Global shall cause to be taken all corporate action necessary to\nreserve for issuance a sufficient number of shares of Global Common Stock for\ndelivery upon exercise of Frontier Stock Options and Frontier Warrants in accor\ndance with this Exhibit 5.6.  Within three Business Days after the Effective\nTime, Global shall cause the Global Common Stock subject to Frontier Stock\nOptions and, to the extent required by the respective Warrant Agreements, the\nFrontier Warrants to be registered under the Securities Act pursuant to a\nregistration statement on Form S-8 (or any successor or other appropriate\nforms), and shall use its best efforts to cause the effectiveness of such\nregistration statement (and the current status of the prospectus or prospectuses\ncontained therein) to be maintained for so long as the Frontier Stock Options\nand, if applicable, the Frontier Warrants remain outstanding.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9626],"class_list":["post-43059","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43059","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43059"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43059"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43059"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43059"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}