{"id":43677,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-global-crossing-ltd-global-crossing.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-global-crossing-ltd-global-crossing","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-global-crossing-ltd-global-crossing.html","title":{"rendered":"Stock Purchase Agreement &#8211; Global Crossing Ltd., Global Crossing North America Inc. and Citizens Communications Co."},"content":{"rendered":"<pre>\n                           STOCK PURCHASE AGREEMENT\n\n\n                                 by and among\n\n\n                             GLOBAL CROSSING LTD.,\n\n\n                      GLOBAL CROSSING NORTH AMERICA, INC.\n\n\n                                      and\n\n\n                        CITIZENS COMMUNICATIONS COMPANY\n\n\n                           Dated as of July 11, 2000\n\n \n                               TABLE OF CONTENTS\n\n\n\n                                                                                            Page\n                                                                                            ----\n                                                                                         \nArticle 1.  Purchase and Sale................................................................  1\n        1.1   General........................................................................  1\n        1.2   Delivery of the Shares.........................................................  1\n        1.3   Purchase Price; Payment........................................................  2\n        1.4   Post-Closing Adjustment........................................................  3\n        1.5   Resignations...................................................................  5\n        1.6   Closing and Closing Date.......................................................  5\n        1.7   Taking of Necessary Action; Further Action.....................................  5\n\nArticle 2.  Representations and Warranties Relating to the Sellers...........................  6\n        2.1   Organization and Standing......................................................  6\n        2.2   Binding Agreement..............................................................  6\n        2.3   Absence of Violations or Required Consents.....................................  6\n        2.4   Ownership of Stock.............................................................  7\n        2.5   Entire Business................................................................  8\n        2.6   Financial Information..........................................................  8\n        2.7   Title to Assets; Related Matters...............................................  9\n        2.8   Absence of Certain Changes, Events and Conditions..............................  9\n        2.9   Litigation..................................................................... 10\n        2.10  Insurance...................................................................... 10\n        2.11  Material Contracts............................................................. 11\n        2.12  Permits and Licenses; Compliance with Law...................................... 11\n        2.13  Environmental Matters.......................................................... 12\n        2.14  Employee Benefit Matters....................................................... 12\n        2.15  Labor Relations................................................................ 14\n        2.16  Intellectual Property.......................................................... 14\n        2.17  Taxes.......................................................................... 14\n        2.18  Commissions.................................................................... 15\n        2.19  Affiliate Transactions......................................................... 15\n        2.20  Telephone Operations........................................................... 15\n        2.21  Long Distance Agreements....................................................... 18\n\nArticle 3.  Representations and Warranties of the Buyer...................................... 18\n        3.1   Organization and Standing...................................................... 18\n        3.2   Binding Agreement.............................................................. 18\n        3.3   Absence of Violations or Required Consents..................................... 18\n        3.4   Litigation..................................................................... 19\n        3.5   Commissions.................................................................... 19\n        3.6   Financing...................................................................... 19\n        3.7   Acquisition of Shares for Investment........................................... 19\n\nArticle 4.  Covenants and Agreements......................................................... 20\n\n\n \n\n                                                                                        \n        4.1   Conduct of the Business Prior to Closing; Access...........................  20\n        4.2   Financing Commitments......................................................  24\n        4.3   Post-Closing Covenants and Agreements......................................  25\n        4.4   Cooperation................................................................  27\n        4.5   Confidentiality............................................................  30\n        4.6   Public Announcements.......................................................  30\n        4.7   No Solicitation............................................................  30\n        4.8   No Additional Representations..............................................  30\n        4.9   Use of Global Crossing and Frontier Names..................................  31\n        4.10  Long Distance Agreements...................................................  31\n        4.11  Transition Services........................................................  32\n        4.12  Sublease of Premises in GCNA Building......................................  34\n        4.13  Intercompany Accounts and Guaranties.......................................  35\n        4.14  Capital Expenditures.......................................................  35\n        4.15  Non-Compete................................................................  36\n        4.16  Transition Plan............................................................  37\n\nArticle 5.  Conditions to Obligations of the Buyer.......................................  38\n        5.1   Representations and Warranties.............................................  38\n        5.2   Performance by the Sellers.................................................  38\n        5.3   Certificate................................................................  38\n        5.4   Consents; No Objections....................................................  38\n        5.5   No Proceedings or Litigation...............................................  39\n        5.6   No Material Events.........................................................  39\n\nArticle 6.  Conditions to Obligations of the Seller......................................  39\n        6.1   Representations and Warranties.............................................  39\n        6.2   Performance by the Buyer...................................................  39\n        6.3   Certificate................................................................  39\n        6.4   Consents; No Objections....................................................  40\n        6.5   No Proceedings or Litigation...............................................  40\n        6.6   Purchase Price Adjustment Limitation.......................................  40\n\nArticle 7.  Tax Matters..................................................................  40\n        7.1   Liability for Taxes........................................................  40\n        7.2   Tax Refunds................................................................  41\n        7.3   Adjustment to Purchase Price...............................................  42\n        7.4   Amended Returns............................................................  42\n        7.5   Tax Returns................................................................  42\n        7.6   Tax Contest Provisions.....................................................  43\n        7.7   Termination of Tax Allocation Agreements...................................  44\n        7.8   Assistance and Cooperation.................................................  44\n        7.9   Transfer and Conveyance Taxes..............................................  44\n        7.10  Global Crossing Options....................................................  44\n        7.11  Carryback of Net Operating Losses..........................................  45\n        7.12  Survival...................................................................  45\n\nArticle 8.  Employee Benefit and Labor Matters...........................................  45\n        8.1   Continuation of Employee Benefits..........................................  45\n\n\n \n\n                                                                                        \n        8.2   Termination of Participation in Employee Benefit Plans; Defined\n                 Benefit Pension Plans.................................................... 46\n        8.3   Defined Contribution Plan................................................... 47\n        8.4   Post-Retirement Benefits.................................................... 48\n        8.5   Collective Bargaining Agreements............................................ 49\n        8.6   WARN........................................................................ 49\n        8.7   Annual Incentive Compensation............................................... 49\n\nArticle 9.  Indemnification............................................................... 50\n        9.1   Indemnification by the Sellers.............................................. 50\n        9.2   Indemnification by the Buyer................................................ 50\n        9.3   Limitations on Indemnification Claims and Liability......................... 50\n        9.4   Computation of Claims and Damages........................................... 52\n        9.5   Notice of Claims............................................................ 52\n        9.6   Defense of Third Party Claims............................................... 53\n        9.7   Special Indemnification Procedures with Respect to Environmental Matters.... 54\n        9.8   Probable Liabilities and Assets Lists....................................... 55\n\nArticle 10. Definitions................................................................... 55\n\nArticle 11. Miscellaneous Provisions...................................................... 68\n        11.1  Termination Rights.......................................................... 68\n        11.2  Expenses.................................................................... 68\n        11.3  Notices..................................................................... 68\n        11.4  Benefit and Assignment...................................................... 70\n        11.5  Waiver...................................................................... 70\n        11.6  Severability................................................................ 71\n        11.7  Amendment................................................................... 71\n        11.8  Effect and Construction of this Agreement................................... 71\n        11.9  Specific Performance........................................................ 71\n\n\n \n                        INDEX OF ANNEXES AND SCHEDULES\n\n\n\nANNEXES\n\nAnnex I   The Companies\nAnnex II  The Company Subsidiaries\n\n\nSCHEDULES\n\nSchedule 1.3   Performance Adjustment Calculation Methodology\nSchedule 4.11  Transition Services\nDisclosure Schedule\n\n \n                           STOCK PURCHASE AGREEMENT\n\n\n          This STOCK PURCHASE AGREEMENT (this \"Agreement\") made as of July 11,\n2000 by and among Global Crossing Ltd., a company formed under the laws of\nBermuda (\"Global\"), Global Crossing North America, Inc., a New York corporation\nand a wholly owned subsidiary of Global (\"GCNA\" and together with Global, the\n\"Sellers\"), and Citizens Communications Company, a Delaware corporation (the\n\"Buyer\").\n\n\n                             W I T N E S S E T H :\n                             -------------------  \n\n\n          WHEREAS, GCNA is the record and beneficial owner of all of the capital\nstock of certain corporations (the \"Companies\") that, together with their wholly\nowned subsidiaries, constitute the Frontier LEC Business (as hereinafter\ndefined); and\n\n          WHEREAS, the Sellers desire to sell to the Buyer all of the\noutstanding capital stock of the Companies (the \"Sale\") and the Buyer desires to\npurchase from GCNA at the Closing all of the then outstanding capital stock of\nthe Companies, in each case upon the terms and subject to the conditions set\nforth in this Agreement; and\n\n          WHEREAS, the respective Boards of Directors of the Sellers and the\nBuyer have each approved the Sale, the terms of this Agreement and the\ntransactions contemplated hereby.\n\n          NOW, THEREFORE, in consideration of the mutual promises and covenants\ncontained herein, the parties, intending legally to be bound, agree as follows:\n\n          [A list of defined terms is provided in Article 10 hereof]\n\n          Article 1.  Purchase and Sale.\n                      ----------------- \n\n          1.1   General.  At the Closing (as defined in Section 1.6 hereof), and\n                -------                                                         \nsubject to the terms and conditions of this Agreement, GCNA agrees to, and\nGlobal agrees to cause GCNA to, sell, assign, convey and deliver to the Buyer,\nand the Buyer agrees to purchase, acquire and accept from GCNA, all of the\noutstanding shares of capital stock of the Companies as set forth in Annex I\nhereto (the \"Shares\").\n\n          1.2   Delivery of the Shares. At the Closing, and subject to the terms\n                ----------------------                                          \nand conditions of this Agreement, GCNA shall deliver to the Buyer certificates\nrepresenting all of the Shares, duly endorsed in blank for transfer or\naccompanied by stock powers duly executed, with all necessary stock transfer\nstamps attached thereto and canceled, and such other instruments as shall\nreasonably be required to transfer to the Buyer all right, title and interest in\nand to the Shares, free and clear of any security interests, pledges, liens,\ncharges, encumbrances, adverse claims, restrictions or defects in title.  All\nsuch certificates, stock powers and instruments shall be in form and substance\nreasonably satisfactory to the Buyer.\n\n \n                                                                               2\n\n          1.3   Purchase Price; Payment.  (a)  The consideration for the sale of\n                -----------------------                                         \nthe Shares shall be the aggregate of (i) $ 3,650,000,000 (Three Billion, Six\nHundred Fifty Million Dollars), minus (ii) the amount of the Combined\nLiabilities as of 11:59 p.m., New York City time, on the day immediately\npreceding the Closing Date (the \"Liabilities Adjustment\"), plus (if greater than\nor equal to zero) or minus (if less than zero) (iii) the amount of the Combined\nWorking Capital as of 11:59 p.m., New York City time, on the day immediately\npreceding the Closing Date (the \"Working Capital Adjustment\"), minus (iv) the\nPerformance Adjustment set forth in Section 1.3(d), if any, subject to\nadjustment pursuant to Section 1.4 (the \"Purchase Price\").\n\n          (b)   On or before ten days prior to the Closing, the Sellers shall\ndeliver to the Buyer a statement setting forth the amounts estimated in good\nfaith by the Company to be the amounts of the Liabilities Adjustment, the\nWorking Capital Adjustment and the Performance Adjustment, if any, as of the\nClosing Date (collectively, the \"Estimated Adjustment\") and the estimated amount\nof the aggregate Purchase Price based upon the Estimated Adjustment (the\n\"Closing Cash Payment\").\n\n          (c)   At the Closing, and subject to the terms and conditions of this\nAgreement, the Buyer shall pay to GCNA the Closing Cash Payment by wire transfer\nin immediately available funds to an account or accounts designated by GCNA not\nlater than three Business Days prior to the Closing.\n\n          (d)   The \"Performance Adjustment,\" if any, shall be the largest of\n(x) the Access Line Deficiency, if any, (y) the Revenue Deficiency, if any, and\n(z) the EBITDA Deficiency, if any. For purposes of this Section 1.3(d),\n\n          (i)   The \"Access Line Deficiency\" means (A) the difference between\n     the number of Access Lines billed by the Companies and Company Subsidiaries\n     as of the end of the month most recently completed prior to the Closing\n     Date and 1,071,644 multiplied by (B) $3,294; provided that there shall be\n     no Access Line Deficiency unless the number of Access Lines billed by the\n     Companies and Company Subsidiaries as of such date is less than 1,071,644;\n\n          (ii)  The \"Revenue Deficiency\" means (A) the difference between the\n     pro forma revenue for the Frontier LEC Business (calculated as provided in\n     Schedule 1.3 hereto) for the 12 calendar months ending as of the end of the\n     month most recently completed prior to the Closing Date (the \"Pre-Closing\n     Pro Forma Revenue) and $805,204,000 multiplied by (B) 4.38; provided that\n     there shall be no Revenue Deficiency unless the Pre-Closing Pro Forma\n     Revenue is less than $805,204,000; and\n\n          (iii) The \"EBITDA Deficiency\" means (A) the difference between the\n     pro forma earnings before interest, taxes, depreciation and amortization\n     (\"EBITDA\") for the Frontier LEC Business (excluding non-recurring revenues\n     and expenses resulting from assets and liabilities being put on the balance\n     sheet in the process of determining the amount of Combined Liabilities or\n     Combined Working Capital and calculated as provided in Schedule 1.3 hereto)\n     for the 12 calendar months ending as of the end of the month most \n\n \n                                                                               3\n\n     recently completed prior to the Closing Date (the \"Pre-Closing Pro Forma\n     EBITDA\") and $386,769,000 multiplied by (B) 9.13; provided that there shall\n     be no EBITDA Deficiency unless the Pre-Closing Pro Forma EBITDA is less\n     than $386,769,000.\n\n          (e)   Notwithstanding anything in this Agreement to the contrary,\nother than with respect to the calculation of the Performance Adjustment (which\nshall be calculated without consideration of whether any matter reflected in\nsuch adjustment also may be reflected in any other adjustment or payment), in no\nevent shall the Buyer be entitled to receive any duplicate decrease to the\nPurchase Price under any adjustment provision hereof or payment under any other\nSection of this Agreement relating to any single matter.\n\n          1.4   Post-Closing Adjustment.  (a)  Not later than 75 days after the\n                -----------------------                                        \nClosing (or such later date on which such statement reasonably can be prepared\nand delivered in light of the compliance of  the Buyer with its obligations set\nforth in next two succeeding sentences), the Sellers shall cause to be prepared\nand shall deliver to the Buyer (i) a statement of the actual amount of the\nCombined Liabilities as of 11:59 p.m., New York City time, on the day\nimmediately preceding the Closing Date, the actual amount of the Combined\nWorking Capital as of 11:59 p.m., New York City time, on the day immediately\npreceding the Closing Date, the actual amount of the Performance Adjustment, if\nany, and the actual amount of the Purchase Price derived thereby (the \"Closing\nStatement\") to be prepared in conformity with GAAP consistently applied and on a\nbasis consistent with the basis used in preparing the financial data and\ninformation described in clauses (ii) and (iii) of Section 2.6(a) and except as\nspecifically required by the definitions of \"Combined Liabilities\", \"Combined\nWorking Capital\" and \"Performance Adjustment\", (ii) a determination of the\namount (the \"Proposed Adjustment\") by which the Purchase Price as then\ndetermined by the Sellers is less than or greater than the Closing Cash Payment\n(the amount of such excess or shortfall, as finally determined, is referred to\nherein as the \"Adjustment\"), (iii) a statement of the Probable Liabilities\nprepared in accordance with Section 9.8 (the \"Probable Liabilities Statement\")\nand (iv) a statement of the Probable Assets prepared in accordance with Section\n9.8 (the \"Probable Assets Statement\"), in each case certified by\nPricewaterhouseCoopers LLP, or other independent accountants for the Sellers.\nThe Buyer shall provide the Sellers and their independent accountants access at\nall reasonable times to the relevant personnel, properties, books and records of\nthe Frontier LEC Business in the possession of the Buyer and its Affiliates\n(including, without limitation, the Companies and Company Subsidiaries) for such\npurposes and to assist the Sellers and their independent accountants in\npreparing the Closing Statement, the Probable Liabilities Statement and the\nProbable Assets Statement.  The Buyer's assistance shall include, without\nlimitation, the closing of the books of the Frontier LEC Business as of the\nClosing, the preparation of schedules supporting the amounts set forth in the\ngeneral ledger and other books and records of the Frontier LEC Business, and\nsuch other assistance as the Sellers or their independent accountants may\nreasonably request.\n\n          (b)   During the 75-day period following the delivery by the Sellers\nof the Closing Statement, the Proposed Adjustment, the Probable Liabilities\nStatement and the Probable Assets Statement referred to in Section 1.4(a) (or\nsuch longer period during which such statement and adjustment reasonably can be\nreviewed in light of the compliance of the Sellers with their obligations set\nforth in next two succeeding sentences), the Buyer and KPMG LLP, independent\n\n \n                                                                               4\n\naccountants for the Buyer (or another nationally recognized accounting firm\nselected by the Buyer that is not also retained by the Sellers), will be\npermitted to review the working papers of the Sellers and their independent\naccountants relating to the preparation of the Closing Statement, the Proposed\nAdjustment, the Probable Liabilities Statement and the Probable Assets\nStatement. The Sellers shall provide the Buyer and its independent accountants\naccess at all reasonable times to the relevant personnel, properties, books and\nrecords of the Frontier LEC Business in the possession of the Sellers and their\nAffiliates for such purposes and to assist the Buyer and its independent\naccountants in reviewing the Closing Statement, the Probable Liabilities\nStatement and the Probable Assets Statement. The Sellers' assistance shall\ninclude, without limitation, the preparation of schedules supporting the amounts\nset forth in the general ledger and other books and records of the Frontier LEC\nBusiness, and such other assistance as the Buyer or its independent accountants\nmay reasonably request.\n\n          (c)   Unless the Buyer delivers written notice to the Sellers of its\ndisagreement with the Closing Statement and the Proposed Adjustment, the\nProbable Liabilities Statement and\/or the Probable Assets Statement within 75\ndays following delivery by the Sellers of the Closing Statement, the Proposed\nAdjustment, the Probable Liabilities Statement and the Probable Assets\nStatement, the Buyer will be deemed to have accepted and agreed to the Closing\nStatement and Proposed Adjustment, the Probable Liabilities Statement and\/or the\nProbable Assets Statement, and such Adjustment, the Probable Liabilities List\nand\/or the Probable Assets List shall be final and binding. If, within such 75-\nday period, the Buyer notifies the Sellers that it disagrees with the Closing\nStatement and the Proposed Adjustment, the Probable Liabilities Statement and\/or\nthe Probable Assets Statement, and the Sellers and the Buyer cannot agree with\nrespect to the Closing Statement and the Proposed Adjustment, the Probable\nLiabilities Statement and\/or the Probable Assets Statement within 14 days of the\nnotice of disagreement provided by the Buyer to the Sellers, then the\ndetermination shall be submitted for resolution promptly to an independent\nnationally recognized accounting firm jointly selected by the Sellers and the\nBuyer (the \"Neutral Auditor\"), whose determination (the \"Neutral Auditor\nDetermination\") shall be instructed by the parties to be made within 30 days and\nbe final and binding upon all parties hereto. All fees and expenses relating to\nthe work, if any, to be performed by the Neutral Auditor will be borne (i) by\nthe Buyer in the same proportion that the aggregate amount of all of the\nobjections on the Closing Statement, the Probable Liabilities Statement and\/or\nthe Probable Assets Statement that are submitted by the Buyer to the Neutral\nAuditor and are unsuccessfully disputed by the Buyer, bear to the total amount\nof all of such objections and (ii) by the Sellers in the same proportion that\nthe aggregate amount of all of the objections on the Closing Statement, the\nProbable Liabilities Statement and\/or the Probable Assets Statement that are\nsubmitted by the Buyer to the Neutral Auditor and are successfully disputed by\nthe Buyer, bear to the total amount of all of such objections. The Buyer and the\nSellers shall reimburse the other to the extent the other pays more than the\namount so required pursuant to the preceding sentence. In the event of a Neutral\nAuditor Determination, the Neutral Auditor shall deliver a certificate to each\nof the Sellers and the Buyer setting forth the amount of the Adjustment, the\nProbable Liabilities List and\/or the Probable Assets List.\n\n          (d)  If the Adjustment provides that the Closing Cash Payment is\ngreater than the Purchase Price as finally determined, then the Purchase Price\nshall be reduced to the amount as so \n\n \n                                                                               5\n\ndetermined and GCNA shall pay to the Buyer an amount equal to the amount of the\nAdjustment. If the Adjustment provides that the Closing Cash Payment is less\nthan the Purchase Price as finally determined, then the Purchase Price shall be\nincreased to the amount as so determined and the Buyer shall pay to GCNA an\namount equal to the amount of the Adjustment. If the Adjustment provides that\nthe Closing Cash Payment was equal to the Purchase Price as finally determined,\nthen no further payments with respect to the Purchase Price shall be made. Any\npayment required to be made by GCNA or the Buyer pursuant to this Section 1.4(d)\nshall bear interest from the Closing Date through the date of payment at a rate\nof interest equal to the prime rate per annum publicly announced from time to\ntime by The Chase Manhattan Bank, N.A. at its principal office in New York City\nand shall be made by wire transfer in immediately available funds to an account\nor accounts designated by the party to receive such payment.\n\n          1.5   Resignations.  Prior to or at the Closing, the Sellers will,\n                ------------\nupon the request of the Buyer, obtain the removal or resignation, effective as\nof the Closing, of each of the directors and officers of the Companies and\nCompany Subsidiaries so requested.\n\n          1.6   Closing and Closing Date.  Unless this Agreement shall have been\n                ------------------------\nterminated and the transactions herein contemplated shall have been terminated\npursuant to Section 11.1 hereof, the closing (the \"Closing\") of the transactions\nherein contemplated shall take place ten days following the satisfaction of the\nconditions set forth in Sections 5.4(a) and 6.4(a) hereof, and the satisfaction\nor waiver of the other conditions set forth in Articles 5 and 6 hereof, other\nthan those that are satisfied on the Closing Date, or at such other time and\ndate as the Sellers and the Buyer shall agree (such time and date being referred\nto herein as the \"Closing Date\"), at the offices of Simpson Thacher &amp; Bartlett,\n425 Lexington Avenue, New York, New York, or at such other place as the Sellers\nand the Buyer shall agree. At the Closing, each of the parties hereto shall\ntake, or cause to be taken, all such actions and deliver, or cause to be\ndelivered, all such documents, instruments, certificates and other items as may\nbe required under this Agreement or otherwise, in order to perform or fulfill\nall covenants and agreements on its part to be performed at or prior to the\nClosing Date.\n\n          1.7   Taking of Necessary Action; Further Action.  Each of the parties\n                ------------------------------------------                      \nshall use its respective reasonable best efforts to take all such action as may\nbe necessary or appropriate in order to effectuate the Closing as promptly as\npossible. If, on or at any time after the Closing Date, any further reasonable\naction is necessary or desirable to carry out the purposes of this Agreement and\nto vest the Buyer with full right, title and possession to all assets, property,\nrights, privileges, powers, and franchises of the Frontier LEC Business, the\nSellers shall take, and shall ensure that the officers of the Companies are\nfully authorized, in the name of the Companies or otherwise, to take, and shall\ntake, all such lawful and necessary action.\n\n \n                                                                               6\n\n          Article 2.  Representations and Warranties Relating to the Sellers.\n                      ------------------------------------------------------ \n\n          Each of the Sellers represents and warrants to the Buyer as follows:\n\n          2.1   Organization and Standing.  (a) Each of the Sellers is a company\n                -------------------------\nor a corporation duly incorporated, validly existing, and in good standing under\nthe laws of the jurisdiction of its organization, and has all requisite\ncorporate power and authority to own, lease and operate its properties and\nassets and to conduct its business as it is now being conducted.\n\n          (b)   Each of the Companies and their respective Subsidiaries (the\n\"Company Subsidiaries\") is a corporation duly incorporated, validly existing,\nand in good standing under the laws of the state of its incorporation and has\nall requisite corporate power and authority to own, lease and operate its\nproperties and assets and to conduct its business as it is now being conducted.\nEach of the Companies and the Company Subsidiaries is duly qualified to do\nbusiness as a foreign corporation and is in good standing under the laws of each\nstate in which the operation of its business or ownership of its assets makes\nsuch qualification necessary, except where the failure to so qualify or be in\ngood standing would not reasonably be expected to have a Material Adverse\nEffect.\n\n          2.2   Binding Agreement.  Each of the Sellers has all requisite\n                -----------------                                        \ncorporate power and authority to enter into this Agreement, to execute and\ndeliver this Agreement, to carry out its obligations hereunder and to consummate\nthe transactions contemplated hereby. The execution and delivery of this\nAgreement by the Sellers and the consummation by the Sellers of their\nobligations hereunder have been duly and validly authorized by all necessary\ncorporate and stockholder action on the part of the Sellers. This Agreement has\nbeen duly executed and delivered on behalf of the Sellers and, assuming the due\nauthorization, execution and delivery by the Buyer, constitutes a legal, valid\nand binding obligation of each of the Sellers enforceable in accordance with its\nterms.\n\n          2.3   Absence of Violations or Required Consents.  Except as set forth\n                ------------------------------------------                      \nin Section 2.3 of the Disclosure Schedule and, in the case of clauses (b), (c)\nand (d), except for such violations, breaches, defaults, consents, approvals,\nauthorizations, orders, actions, registrations, filings, declarations,\nnotifications and Encumbrances that would not reasonably be expected to have a\nMaterial Adverse Effect or materially impair or delay the consummation of the\ntransactions contemplated hereby, the execution, delivery and performance by the\nSellers of this Agreement do not and will not (a) violate or result in the\nbreach or default of any provision of Global's memorandum of association or bye-\nlaws or the certificates of incorporation or by-laws of GCNA, the Companies or\nthe Company Subsidiaries, (b) violate any Law or Governmental Order applicable\nto either Seller or any of the Companies or the Company Subsidiaries or any of\ntheir respective properties or assets, (c) except for the Required Consents,\nrequire any consent, approval, authorization or other order of, action by,\nregistration or filing with or declaration or notification to any Governmental\nAuthority or any other Person or (d) result in any violation or breach of,\nconstitute a default (or event which with the giving of notice, or lapse of time\nor both, would become a default) under, require any consent under, or give to\nothers any rights of termination, amendment, acceleration, suspension,\nrevocation or cancellation of, or result in the \n\n \n                                                                               7\n\ncreation of any Encumbrance on any of the Sellers', the Companies' or the\nCompany Subsidiaries' respective assets, or result in the imposition or\nacceleration of any payment, time of payment, vesting or increase in the amount\nof compensation or benefit payable, pursuant to, any note, bond, mortgage or\nindenture, contract, agreement, lease, sublease, license or permit, or franchise\nto which either Seller or any Company or Company Subsidiary is a party or by\nwhich their respective assets are bound.\n\n          2.4   Ownership of Stock.  (a) GCNA is the record and beneficial owner\n                ------------------\nof all of the issued and outstanding shares of capital stock of each of the\nCompanies.\n\n          (b)   One of the Companies, Frontier Subsidiary Telco Inc. (\"FSTI\"),\nor one or more of the other Company Subsidiaries wholly owned by FSTI, is the\nrecord and beneficial owner of all of the issued and outstanding shares of\ncapital stock of each of the Company Subsidiaries. The issued and outstanding\nshares of capital stock of each of the Company Subsidiaries, and the record\nowners thereof, are set forth in Annex II hereto.\n\n          (c)   Other than this Agreement, the shares of capital stock\nidentified in Annex I and Annex II hereto, and rights or interests created by or\nsuffered to exist by the Buyer, there are no outstanding options, warrants or\nother rights of any kind relating to the sale, issuance or voting of any shares\nof capital stock or other ownership interests in any of the Companies or Company\nSubsidiaries or any securities convertible into or evidencing the right to\npurchase any shares of capital stock or other ownership interests in any of the\nCompanies or Company Subsidiaries.\n\n          (d)   Upon the consummation of the Sale at the Closing as contemplated\nby this Agreement, the Sellers will deliver to the Buyer good title to the\nShares free and clear of any security interests, pledges, liens, charges,\nencumbrances, adverse claims, restrictions or defects in title, other than (i)\nsecurity interests, pledges, liens, charges, encumbrances, claims or\nrestrictions created by or suffered to exist by the Buyer and (ii) requirements\nof federal and state securities Laws and utilities, telecommunications and other\nLaws respecting limitations on the subsequent transfer thereof.\n\n          (e)   Except as set forth in Section 2.4 of the Disclosure Schedule,\nother than the Company Subsidiaries, none of the Companies or Company\nSubsidiaries owns any shares of capital stock or other ownership interests in\nany other Person or any options, warrants or other securities, or other rights\nof any kind, convertible into or evidencing the right to purchase any shares of\ncapital stock or other ownership interests in any other Person.\n\n          2.5   Entire Business.  Except as disclosed in Section 2.5 of the\n                ---------------                                            \nDisclosure Schedule and except for such matters that are not material to the\nFrontier LEC Business (and, in each case, such exceptions being subject to (i)\nan obligation of the Sellers to use their reasonable best efforts to effect the\nactions required by Section 2.5 of the Disclosure Schedule prior to the Closing\nand (ii) the obligations of the Sellers pursuant to Section 1.7 to the extent\nthat any such required actions have not been effected prior to the Closing), the\nSellers' ownership of the Frontier LEC Business is evidenced solely by the\nShares and the sale, assignment, conveyance and delivery of the Shares to the\nBuyer or its permitted assignee pursuant to this Agreement will \n\n \n                                                                               8\n\ntransfer all of the Sellers' and their Affiliates' ownership interests\ncomprising the Frontier LEC Business.\n\n          2.6   Financial Information.  (a) The (i) business segment information\n                ---------------------\nfor the Frontier LEC Business (identified as \"Local Communications Services\")\n(x) for the three fiscal years ended December 31, 1996, 1997 and 1998 included\nin the audited consolidated financial statements of GCNA (formerly named\nFrontier Corporation) incorporated by reference in GCNA's Annual Report on Form\n10-K for the fiscal year ended December 31, 1998 and (y) for the three-month\nperiods and nine-month periods ended September 30, 1998 and 1999 included in the\nunaudited consolidated financial statements of GCNA included in GCNA's Quarterly\nReport on Form 10-Q for the quarterly period ended September 30, 1999; (ii)\nsegment financial data for the Frontier LEC Business (identified as \"Incumbent\nLocal Exchange Carrier Services\") set forth in Note 19 to the audited\nconsolidated financial statements of Global included in Global's Annual Report\non Form 10-K for the fiscal year ended December 31, 1999; and (iii) business\nsegment information for the Frontier LEC Business (identified as \"Incumbent\nLocal Exchange Carrier Services\") for the three-month period ended March 31,\n2000 included in the unaudited consolidated financial statements of Global\nincluded in Global's Quarterly Report on Form 10-Q for the quarterly period\nended March 31, 2000 (in each case subject to the information set forth in the\nnotes to such financial statements) fairly state in all material respects in\nrelation to the basic financial statements taken as a whole the financial\ninformation or data set forth therein (subject, in the case of unaudited interim\nfinancial statements, to normal year-end adjustments) and have been prepared in\nconformity with GAAP applied on a consistent basis (except as may be indicated\nin the notes to such financial statements).\n\n          (b)   The Sellers have furnished to the Buyer the financial statements\nof certain of the Companies and Company Subsidiaries contained in filings with\nPUCs under applicable regulatory Laws as listed in Section 2.6 of the Disclosure\nSchedule (the \"Regulatory Financial Statements\"). The Regulatory Financial\nStatements have been prepared based on the books and records of the relevant\nCompany or Company Subsidiary in all material respects. Such books and records\nhave been maintained in all material respects in accordance with the Uniform\nSystem of Accounts, GAAP and, where required by Law, the applicable regulations\nof the FCC and relevant PUCs; however, because each such Company or Company\nSubsidiary represents only a portion of a larger entity, the Regulatory\nFinancial Statements are based on the extensive use of estimates and\nallocations. The Sellers believe that these estimates and allocations have been\nperformed on a reasonable basis consistent in all material respects with the\nUniform System of Accounts, GAAP and, where required by Law, the applicable\nregulations of the FCC and relevant PUCs.\n\n          2.7   Title to Assets; Related Matters.  Except for Permitted\n                --------------------------------                       \nExceptions or as disclosed in Section 2.7 of the Disclosure Schedule and except\nfor such matters that would not reasonably be expected to have a Material\nAdverse Effect, (i) the Companies and the Company Subsidiaries have good, valid\nand marketable title (as measured in the context of their current uses) to, or,\nin the case of leased or subleased assets or other possessory interests, valid\nand subsisting leasehold or other possessory interests (as measured in the\ncontext of their current uses) in, or otherwise have the right to use, all of\nthe assets of the Frontier LEC Business, free and clear of all Encumbrances\n(except for any assets sold or otherwise disposed of, or with \n\n \n                                                                               9\n\nrespect to which the lease, sublease or other right to use such asset has\nexpired or has been terminated, in each case after the date hereof solely to the\nextent permitted under Section 4.1(a) hereof), (ii) such assets constitute all\nthe assets and rights necessary for the operation of the Frontier LEC Business\nas currently conducted, including, without limitation, all interoffice network\nfacilities and related electronic equipment used in the Frontier LEC Business,\n(iii) the Real Property and Equipment are in good operating condition and repair\nand maintained in accordance with customary procedures of the Frontier LEC\nBusiness taking into account the age thereof and (iv) to the knowledge of the\nSellers, there are no contractual or legal restrictions to which either Seller\nor any of the Companies or Company Subsidiaries is a party or by which the Real\nProperty is otherwise bound that preclude or restrict the Companies' or Company\nSubsidiaries' ability to use the Real Property for the purposes for which it is\ncurrently being used.\n\n          2.8   Absence of Certain Changes, Events and Conditions.  Since\n                -------------------------------------------------        \nDecember 31, 1999, except as otherwise provided in or contemplated by this\nAgreement or as disclosed in Section 2.8 of the Disclosure Schedule and, with\nrespect to clauses (a), (b), (d), (f), (g) and (h) (to the extent clause (h)\nrefers to clause (a), (b), (d), (f) or (g)), except for such matters that,\nindividually or in the aggregate, would not reasonably be expected to have a\nMaterial Adverse Effect:\n\n          (a)   other than in the ordinary course of business consistent with\n     past practice, neither Seller nor any Company or Company Subsidiary has\n     sold, transferred, leased, subleased, licensed, encumbered or otherwise\n     disposed of any assets of the Frontier LEC Business, other than the sale of\n     obsolete Equipment and transfers of cash;\n\n          (b)   (i)  neither Seller nor any Company or Company Subsidiary has\n     granted any increase, or announced any increase, in the wages, salaries,\n     compensation, bonuses, incentives, pension or other benefits payable to any\n     of the officers or employees of the Frontier LEC Business, including,\n     without limitation, any increase or change pursuant to any Employee Benefit\n     Plan, or (ii) established, increased or accelerated the payment or vesting\n     of any benefits under any Employee Benefit Plan with respect to officers or\n     employees, in either case except (A) as required by Law, (B) that involve\n     only increases consistent with the past practices of the Frontier LEC\n     Business, (C) that involve only increases in the ordinary course of\n     business, (D) as required under any existing agreement or arrangement or\n     (E) that involve increases related to promotions;\n\n          (c)   neither Seller nor any Company or Company Subsidiary has made\n     any material change in any method of accounting or accounting practice or\n     policy used by the Sellers, the Companies or the Company Subsidiaries with\n     respect to the Frontier LEC Business, including, without limitation,\n     material changes in assumptions underlying or methods of calculating bad\n     debt, contingency or other reserves, or notes or accounts receivable write-\n     offs, or in corporate allocation methodology, in each case other than\n     changes required by Law or under GAAP;\n\n \n                                                                              10\n\n          (d)   neither Seller nor any Company or Company Subsidiary has\n     suffered any casualty loss or damage with respect to any assets of the\n     Frontier LEC Business, whether or not covered by insurance;\n\n          (e)   there has not been any Material Adverse Effect;\n\n          (f)   the Frontier LEC Business has been conducted only in the\n     ordinary and usual course consistent with past practice;\n\n          (g)   neither Seller nor any Company or Company Subsidiary has\n     compromised, settled, granted any waiver or release relating to, or\n     otherwise adjusted any Action, Indebtedness or any other claims or rights\n     of the Frontier LEC Business; and\n\n          (h)   neither Seller nor any Company or Company Subsidiary has entered\n     into any agreement, contract, commitment or arrangement to do any of the\n     foregoing.\n\n          2.9   Litigation.  Except as disclosed in Section 2.9 of the\n                ----------\nDisclosure Schedule and except for such matters that would not reasonably be\nexpected to have a Material Adverse Effect, as of the date hereof, (i) there are\nno Actions against either Sellers or any Company or Company Subsidiary pending,\nor, to the knowledge of the Sellers, threatened to be brought by or before any\nGovernmental Authority, in each case with respect to the Frontier LEC Business,\n(ii) neither Seller nor any Company or Company Subsidiary is subject to any\nGovernmental Order (nor, to the knowledge of the Sellers, are there any such\nGovernmental Orders threatened to be imposed by any Governmental Authority), in\neach case with respect to the Frontier LEC Business and (iii) there is no Action\npending, or, to the knowledge of the Sellers, threatened to be brought before\nany Governmental Authority, that seeks to question, delay or prevent the\nconsummation of the transactions contemplated hereby.\n\n          2.10  Insurance.  Except as set forth in either Section 2.10 or\n                ---------                                                \nSection 2.14 of the Disclosure Schedule and except for such matters that would\nnot reasonably be expected to have a Material Adverse Effect, (i) all insurance\npolicies to which any Company or Company Subsidiary is a party or under which\nsuch Company or Company Subsidiary is covered as an additional named insured or\notherwise (or replacement policies therefor) are in full force and effect, and\nthe related Seller or such Company or Company Subsidiary has paid all premiums\ndue and is not in default, (ii) no notice of cancellation or non-renewal with\nrespect to, or disallowance of any claim under, any such policy has been\nreceived by the related Seller or such Company or Company Subsidiary and (iii)\nneither Seller nor any Company or Company Subsidiary has been refused insurance\nwith respect to the Frontier LEC Business, nor has coverage with respect to the\nFrontier LEC Business been previously canceled or materially limited, by an\ninsurer to which a Seller or such Company or Company Subsidiary has applied for\nsuch insurance, or with which a Seller or such Company or Company Subsidiary has\nheld insurance, within the last three years.\n\n          2.11  Material Contracts.  Except as set forth in Section 2.11 of the\n                ------------------                                             \nDisclosure Schedule and except for such matters which would not reasonably be\nexpected to have a Material Adverse Effect, (i) Section 2.11 of the Disclosure\nSchedule sets forth all Material Contracts as of \n\n \n                                                                              11\n\nthe date hereof, (ii) each agreement, contract, policy, plan, mortgage,\nunderstanding, arrangement or commitment of any Company or Company Subsidiary\nthat is intended to be binding upon the parties thereto is legal, valid and\nbinding on the Company or Company Subsidiary party thereto and, to the knowledge\nof the Sellers, the other parties thereto, enforceable in accordance with the\nterms thereof, (iii) no Company or Company Subsidiary is in default under any\nsuch agreement, contract, policy, plan, mortgage, understanding, arrangement or\ncommitment and (iv) to the knowledge of the Sellers, no other party to any such\nagreement, contract, policy, plan, mortgage, understanding, arrangement or\ncommitment has breached or is in default thereunder.\n\n          2.12  Permits and Licenses; Compliance with Law.  (a)  Except as\n                -----------------------------------------                 \ndisclosed in Section 2.12 of the Disclosure Schedule and except for such matters\nthat would not reasonably be expected to have a Material Adverse Effect, (i) the\nCompanies and Company Subsidiaries currently hold all the permits, licenses,\nauthorizations, certificates, exemptions and approvals of Governmental\nAuthorities or other Persons including, without limitation, Environmental\nPermits, necessary for the current operation and the conduct (as it is being\nconducted prior to the Closing Date) of the Frontier LEC Business (collectively,\n\"Permits\"), and all Permits are in full force and effect, (ii) neither Seller\nnor any Company or Company Subsidiary has received any written notice from any\nGovernmental Authority revoking, canceling, rescinding, materially modifying or\nrefusing to renew any Permit and (iii) the Sellers and the Companies and Company\nSubsidiaries are in compliance with the requirements of all Permits.\n\n          (b)   Except as disclosed in Section 2.12 of the Disclosure Schedule\nand except for such matters that would not reasonably be expected to have a\nMaterial Adverse Effect, (i) the Sellers, the Companies and the Company\nSubsidiaries are in compliance with all Laws (including, without limitation,\nwith respect to affiliate transactions) and Governmental Orders applicable, to\nthe knowledge of the Sellers, to the conduct of the Frontier LEC Business as it\nis being conducted prior to the Closing Date and (ii) neither Seller nor any\nCompany or Company Subsidiary has been charged since July 1, 1997 by any\nGovernmental Authority with a violation of any Law or any Governmental Order\nrelating to the conduct of the Frontier LEC Business which charge remains\nunresolved.\n\n          (c)   Except as disclosed in Section 2.12 of the Disclosure Schedule\nand except for such matters that would not reasonably be expected to have a\nMaterial Adverse Effect, (i) each of the Companies and Company Subsidiaries\nmaintains effective tariffs for services that they offer that are subject to\ntariff requirements, (ii) each of the Companies and Company Subsidiaries offers\nits tariffed services in a manner consistent with the filed tariff, (iii) other\nthan orders and other requirements of Law applicable generally to local exchange\ncarriers or another subset of carriers, no order or other requirement of Law has\nbeen received by a Company or Company Subsidiary concluding that its tariff is\nunlawful, (iv) other than orders and other requirements of Law applicable\ngenerally to local exchange carriers or another subset of carriers, no order or\nother requirement of Law has been received by a Company or Company Subsidiary\nsince December 31, 1999 suspending a tariff, which suspension remains in effect\nas of the date hereof and (v) each Company and Company Subsidiary with a tariff\nin effect has taken steps in the ordinary course of business to maintain the\neffectiveness of its tariffs and to enforce applicable terms and conditions in a\nmanner that is not unreasonably discriminatory.\n\n \n                                                                              12\n\n\n          2.13  Environmental Matters.  Except as disclosed in Section 2.13 of\n                ---------------------                                         \nthe Disclosure Schedule and except for such matters that would not reasonably be\nexpected to have a Material Adverse Effect, to the knowledge of the Sellers, (i)\nHazardous Materials have not been Released on any Real Property except in\ncompliance with applicable Law; (ii) there have been no events related to the\nCompanies, the Company Subsidiaries or the Real Property that would reasonably\nbe expected to give rise to liability under any Environmental Law; (iii) the\nSellers, the Companies and the Company Subsidiaries are now, and have for the\npast three years been, in compliance with all applicable Environmental Laws\nrelating to the Frontier LEC Business and there are no extant conditions that\nwould reasonably be expected to constitute an impediment to such compliance in\nthe future; (iv) the Sellers, the Companies and the Company Subsidiaries have\ndisposed of all wastes containing Hazardous Materials arising from or otherwise\nrelating to the Frontier LEC Business, in compliance with all applicable\nEnvironmental Laws (including the filing of any required reports with respect\nthereto) and Environmental Permits; (v) there are no pending or threatened\nEnvironmental Claims against the Sellers, the Companies or the Company\nSubsidiaries relating to the Real Property or the operations of the Frontier LEC\nBusiness; (vi) there is no environmental remediation or other environmental\nresponse occurring on any Real Property (including any easements, rights-of-way\nor other possessory interests in the real property of others) nor has any\nCompany or Company Subsidiary issued a request for proposal or otherwise\nrequested an environmental contractor to begin plans for any such environmental\nremediation or other environmental response; and (vii) no Company or Company\nSubsidiary has received any notice, or has knowledge of any circumstances\nrelated to liability, under CERCLA or any analogous state law.\n\n          2.14  Employee Benefit Matters.  The Sellers have delivered or made\n                ------------------------                                     \navailable to the Buyer copies of all Employee Benefit Plans, which plans are set\nforth in Section 2.14 of the Disclosure Schedule. Except as set forth in Section\n2.14 of the Disclosure Schedule, all such Employee Benefit Plans are in\ncompliance with the terms of the applicable plan and the requirements prescribed\nby applicable law currently in effect with respect thereto, and each Seller and\neach of the Companies and Company Subsidiaries has performed in all respects all\nobligations required to be performed by it under, where any such noncompliance\nor nonperformance would be reasonably expected to result in liability that would\nhave a Material Adverse Effect. The pool of Union Employees who are potentially\neligible to qualify for Post-Retirement Welfare Benefits is frozen. Neither\nSeller nor any Company or Company Subsidiary has incurred, and, to the knowledge\nof the Sellers, no event, transaction or condition has occurred or exists which\nis reasonably expected to result in the occurrence of, any liability to the\nPension Benefit Guaranty Corporation (other than contributions to the plan and\npremiums to the Pension Benefit Guaranty Corporation, which in either event are\nnot in default) or any \"withdrawal liability\" within the meaning of Section 4201\nof ERISA, or any other liability pursuant to Title I or IV of ERISA or the\npenalty, excise tax or joint and several liability provisions of the Code\nrelating to employee benefit plans, in any such case relating to any Employee\nBenefit Plan or any pension plan maintained by any company that would be treated\nas a single employer with the Sellers, the Companies or the Company Subsidiaries\nunder Section 4001 of ERISA or Section 414 of the Code (an \"ERISA affiliate\"),\nwhere individually or in the aggregate, in any of such events, any such\nliability would be reasonably expected to have a Material Adverse Effect. Except\nas set forth in Section 2.14 of the Disclosure Schedule, each Employee Benefit\nPlan intended to be\n\n \n                                                                              13\n\n\"qualified\" within the meaning of Section 401(a) of the Code has received a\nfavorable determination letter that such plan is so qualified and the trusts\nmaintained thereunder are exempt from taxation under Section 501(a) of the Code,\nthe Sellers have not received any notices from the Internal Revenue Service that\nany such plan is not so qualified, and, to the knowledge of the Sellers, each\nsuch plan is so qualified in form and in operation. Except as set forth in\nSection 2.14 of the Disclosure Schedule, the consummation of the transactions\ncontemplated by this Agreement will not (i) entitle any current or former\nemployee or officer of any Company or Company Subsidiary or any ERISA affiliate\nto severance pay, unemployment compensation or other payment, except as\nexpressly provided in this Agreement, or (ii) accelerate the time of payment or\nvesting, or increase the amount of compensation due any such employee or\nofficer. There are no pending, or, to the knowledge of the Sellers, threatened\nor anticipated claims by or on behalf of any Employee Benefit Plan, by any\nemployee or beneficiary covered under any such plan, or otherwise involving any\nsuch plan (other than routine claims for benefits) where any such pending,\nthreatened or anticipated claims would reasonably be expected to have a Material\nAdverse Effect. Except as specifically identified in Section 2.14, neither\nCompany nor any Company Subsidiary, nor Sellers contribute in any multiemployer\nplan (within the meaning of Section 3(37) of ERISA) for the benefit of Business\nEmployees; and to the extent that they do so contribute, all contributions that\nare required under the terms of any applicable collective bargaining agreement\nor plan to be contributed prior to the Closing Date will have been contributed\nas of the Closing Date. All contributions that are due on or before the Closing\nDate to any other Employee Benefit Plans, including without limitation salary\nreduction contributions and matching contributions, will have been contributed\nor accrued as of the Closing Date (to the extent such accrual is required under\nGAAP), except where the failure to do so would not be reasonably expected to\nhave a Material Adverse Effect. Neither Seller nor any Companies or Company\nSubsidiaries shall grant any additional equity-based awards to any current or\nformer directors of the Companies or Company Subsidiaries.\n\n          2.15  Labor Relations.  Section 2.15 of the Disclosure Schedule sets\n                ---------------                                               \nforth a list of all labor organizations recognized as representing the employees\nof the Frontier LEC Business. Complete and accurate copies of all collective\nbargaining agreements and other labor union contracts between either Sellers or\nany Company or Company Subsidiary and any such labor organizations have been\ndelivered or made available to the Buyer. Other than as set forth in Section\n2.15 of the Disclosure Schedule and except for such matters that would not\nreasonably be expected to have a Material Adverse Effect, (i) neither Seller nor\nany Company or Company Subsidiary is party to any collective bargaining\nagreement or other labor union contract applicable to employees of the Frontier\nLEC Business, (ii) there are no strikes, slowdowns or work stoppages pending or,\nto the knowledge of the Sellers, threatened between the Sellers or any Company\nor Company Subsidiary and any employees of the Frontier LEC Business, and the\nFrontier LEC Business has not experienced any such strike, slowdown, or work\nstoppage within the past two years, (iii) there are no unfair labor practice\ncomplaints pending against either Sellers or any Company or Company Subsidiary\nrelating to employees of the Frontier LEC Business before the National Labor\nRelations Board or any other Governmental Authority or, to the knowledge of the\nSellers, any current union representation questions involving employees of the\nFrontier LEC Business and (iv) to the knowledge of the Sellers, the Frontier LEC\nBusiness is in compliance in all respects with its obligations under all Laws\nand Governmental Orders governing\n\n \n                                                                              14\n\nits employment practices, including, without limitation, provisions relating to\nwages, hours and equal opportunity.\n\n          2.16  Intellectual Property.  Except as disclosed in Section 2.16 of\n                ---------------------                                         \nthe Disclosure Schedule and except for such matters that would not reasonably be\nexpected to have a Material Adverse Effect, (i) the rights of either Sellers or\nany Company or Company Subsidiary in or to the Intellectual Property do not\nconflict with or infringe on the rights of any other Person, and neither Seller\nnor any Company or Company Subsidiary has received any claim from any Person to\nsuch effect, (ii) the Companies and the Company Subsidiaries own, are licensed\nor otherwise have the right to use, and as of the Closing Date the Companies and\nthe Company Subsidiaries will own, be licensed or otherwise have the right to\nuse, all Intellectual Property and (iii) to the knowledge of the Sellers, no\nother Person is infringing or diluting the rights of the Sellers, the Companies\nor the Company Subsidiaries with respect to the Intellectual Property.\n\n          2.17  Taxes.  Except as disclosed in Section 2.17 of the Disclosure\n                -----                                                        \nSchedule and except for such matters that would not reasonably be expected to\nhave a Material Adverse Effect, (a) all Tax Returns required to be filed by the\nSellers, the Companies or the Company Subsidiaries with respect to the Frontier\nLEC Business have been timely filed; (b) all Taxes shown on such Tax Returns\nhave been timely paid other than such Taxes, if any, as are described in Section\n2.17 of the Disclosure Schedule and are being contested in good faith and as to\nwhich adequate reserves (determined in accordance with GAAP) have been provided\nin the financial statements of the Frontier LEC Business; (c) no audits with\nrespect to the Companies or Company Subsidiaries are in process, pending or\nthreatened in writing, no deficiencies or adjustments to Tax Returns exist or\nhave been asserted in writing with respect to Taxes of the Companies or Company\nSubsidiaries, no notice has been received in writing that any Tax Return or\nTaxes of the Companies or Company Subsidiaries required to be filed or paid has\nnot been filed or has not been paid; (d) there are no Tax liens on any of the\nassets of the Frontier LEC Business or shares of the Companies or Company\nSubsidiaries (other than liens for Taxes that are not yet due and payable); (e)\nall Taxes that the Frontier LEC Business is required to withhold or collect have\nbeen duly withheld or collected and, to the extent required, have been paid to\nthe proper Tax authority; (f) none of the Companies or Company Subsidiaries (i)\nis currently or has ever been a member of an affiliated group (other than a\ngroup the common parent of which is any of the Sellers) filing a consolidated\nfederal income tax return and (ii) has any liability for the Taxes of any person\nunder Treasury Regulations Section 1.1502-6 (or any similar provision of state,\nlocal or foreign law), or as transferee or successor, by contract or otherwise;\n(g) all Tax sharing or similar agreements shall be terminated as of the Closing\nDate and, after the Closing Date, the Companies and Company Subsidiaries shall\nnot be bound thereof or have any liability thereunder; and (h) no consent under\nSection 341(f) of the Code has been filed with respect to any of the Companies\nor Company Subsidiaries.\n\n          2.18  Commissions.  With the exception of any responsibility that the\n                -----------                                                    \nSellers have to Chase Securities Inc. and to Merrill Lynch &amp; Co., whose fees\nwill be paid by the Sellers, there is no broker or finder or other Person who\nhas any valid claim against any Company or Company Subsidiary, the Buyer, any of\ntheir respective Affiliates or any of their respective assets for a commission,\nfinders' fee, brokerage fee or other similar fee in connection with this\nAgreement, or \n\n \n                                                                              15\n\nthe transactions contemplated hereby, by virtue of any actions taken by on or\nbehalf of the Sellers, the Companies, the Company Subsidiaries or any of their\nrespective officers, employees or agents.\n\n          2.19  Affiliate Transactions.  Except as set forth in Section 2.19 of\n                ----------------------                                         \nthe Disclosure Schedule, except as otherwise provided or permitted in this\nAgreement or entered into in the ordinary course of business consistent with\npast practice, and except for such matters which would not reasonably be\nexpected to have a Material Adverse Effect, since September 29, 1999 neither the\nSellers nor any Affiliate thereof that is not one of the Companies or Company\nSubsidiaries has engaged in any transaction with any Company or Company\nSubsidiary, and neither Seller nor any Affiliate thereof that is not one of the\nCompanies or Company Subsidiaries is a party to any agreements or arrangements,\nincluding, without limitation, co-location or interconnection agreements, with\nany Company or Company Subsidiary that will continue in effect after the Closing\nDate for the Companies or Company Subsidiaries that are not terminable by the\nCompanies or Company Subsidiaries at will without cost, penalty or premium to\nthe Companies and Company Subsidiaries.\n\n          2.20  Telephone Operations.  Except as disclosed in Section 2.20 of\n                --------------------                                         \nthe Disclosure Schedule and except for such matters that, individually or in the\naggregate, would not reasonably be expected to have a Material Adverse Effect:\n\n          (a)  The financial information for the Frontier LEC Business set forth\n     in Annex A to Section 2.20 of the Disclosure Schedule (i) with respect to\n     the historical (actual) information as of December 31, 1995, 1996, 1997,\n     1998 and 1999 and each of the fiscal years then ended, fairly states the\n     financial information set forth therein and has been prepared in conformity\n     with GAAP applied on a consistent basis and (ii) with respect to the pro\n     forma information for the fiscal year ended December 31, 1999, has been\n     prepared in good faith by subjecting the historical (actual) information\n     for the fiscal year ended December 31, 1999 set forth in such Annex A to\n     the adjustments described in Section 2.20 of the Disclosure Schedule.\n\n          (b)  The schedule of corporate and information technology charges of\n     the Frontier LEC Business for the fiscal years ended December 31, 1998 and\n     1999 set forth in Annex B to Section 2.20 of the Disclosure Schedule fairly\n     states such information in relation to the basic financial information\n     based upon the cost allocation methodology described therein.\n\n          (c)  The information for the Frontier LEC Business set forth in Annex\n     C to Section 2.20 of the Disclosure Schedule (i) with respect to the pro\n     forma information for the fiscal year ended December 31, 1999, has been\n     prepared in good faith by subjecting the historical (actual) information\n     for the fiscal year ended December 31, 1999 to the adjustments described in\n     Section 2.20 of the Disclosure Schedule and (ii) with respect to the number\n     of Access Lines, is a true statement of the approximate number of such\n     Access Lines as of December 31, 1999.\n\n \n                                                                              16\n\n          (d)  The financial information for the Frontier LEC Business set forth\n     in Annex D to Section 2.20 of the Disclosure Schedule (i) with respect to\n     historical (actual) information as of December 31, 1995, 1996, 1997 and\n     1998 and each of the fiscal years then ended, has been prepared in good\n     faith based upon the books and records of the Frontier LEC Business and,\n     taken as a whole, fairly states such information in all material respects\n     in relation to the basic financial information and (ii) with respect to the\n     pro forma information as of December 31, 1999 and for the fiscal year then\n     ended, has been prepared in good faith based upon the books and records of\n     the Frontier LEC Business after subjecting the historical (actual)\n     information for such fiscal year to the adjustments described in Section\n     2.20 of the Disclosure Schedule and, taken as a whole, the historical\n     (actual) financial information set forth in such Annex fairly states such\n     information in all material respects in relation to the basic financial\n     information.\n\n          (e)  Except as required by Law or by pool requirements applied\n     generally to carriers or a subgroup of carriers, no Company or Company\n     Subsidiary has been given written notice by any regulatory authority or\n     pool administrator advising it that amounts paid to such Company or Company\n     Subsidiary are required to be repaid into a pool or that amounts payable to\n     such Company or Company Subsidiary are going to be reduced.\n\n          (f)  No Company or Company Subsidiary has received an order from any\n     regulatory authority requiring it to make refunds to its retail customer\n     base or any significant portion thereof.\n\n          (g)  No Company or Company Subsidiary has been made subject to any\n     order from any regulatory authority requiring it to make a reduction to\n     rates generally applicable to its retail customer base or any significant\n     portion thereof.\n\n          (h)  No Company or Company Subsidiary has been made subject to a\n     moratorium preventing it from seeking an increase in rates for basic\n     services.\n\n          (i)  No Company or Company Subsidiary is subject to any requirement of\n     Law solely applicable to it and not to any carrier or any subgroup of\n     carriers which requires it to make specific material network investments in\n     connection with the Frontier LEC Business.\n\n          (j)  No host or hub switch of a Company or a Subsidiary has exhausted\n     its capacity to serve the customers who are currently in the area for which\n     the switch is intended to be used, except switches scheduled for upgrade or\n     expansion during calendar year 2000 or 2001 (which upgrades and expansions\n     are included in the amounts of the relevant capital expenditure budgets set\n     forth in Section 4.4).\n\n          (k)  The switches of each Company and Company Subsidiary used in the\n     telephone service areas covered by the Frontier LEC Business are Class 5\n     compliant, can support the utilization of SS7 signaling and are equipped\n     for the provision of CLASS services.\n\n \n                                                                              17\n\n          (l)  The Companies and Company Subsidiaries operating in the\n     Rochester, New York area telephone service area utilize 20 main hub central\n     offices, each of which is interconnected directly or indirectly to the\n     other switches through SONET rings using Nortel OC-48 equipment. The\n     Companies and Company Subsidiaries operating in the Rochester, New York\n     area telephone service area have features in place that are available to\n     support local number portability, enhanced 911 services and cellular 911\n     services.\n\n          (m)  The Companies and Company Subsidiaries operating in telephone\n     service areas outside the Rochester, New York market utilize switches that\n     are Class 5 compliant, and are compatible with CLASS features and SS7\n     signaling. Where required by an order or other requirements of Law, such\n     Companies and Company Subsidiaries have installed features that support\n     local number portability, enhanced 911 services and cellular 911 services.\n\n          (n)  The regulatory books of account of the Companies and Company\n     Subsidiaries have been maintained in accordance with normal business\n     practices, and accurately and fairly reflect in all material respects all\n     of the properties, assets, liabilities, transactions and regulatorily\n     required appropriate accruals of each Company and Company Subsidiary. The\n     continuing property records (CPRs) and other regulatory records related to\n     the assets and properties of the Companies and Company Subsidiaries\n     maintained by the Companies and Company Subsidiaries conform in all\n     material respects with the applicable rules and regulations of the FCC and\n     applicable PUCs. The records of the Companies and Company Subsidiaries\n     relating to Telephone Plant (the assets used primarily in the local\n     exchange carrier operations that would be properly included in the fixed\n     assets referenced in Part 32 of the FCC Rules and Regulations (47 C.F.R.,\n     Part 32)) have been prepared in good faith and fairly reflect all such\n     Telephone Plant.\n\n          (o)  A true and complete list of the approximate number of Access\n     Lines of the Companies and Company Subsidiaries in service as of May 31,\n     2000, broken down by the categories specified therein, is set forth in\n     Section 2.20 of the Disclosure Schedule.\n\n          2.21  Long Distance Agreements.  On or prior to the date hereof,\n                ------------------------                                  \nSubsidiaries of Global have entered into the Carrier Services Agreement, dated\nas of June 19, 2000 (the \"Carrier Services Agreement\"), and the Asset Purchase\nAgreement, dated as of July 11, 2000 (the \"Asset Purchase Agreement\"), with one\nof the Company Subsidiaries. True and complete copies of the Carrier Services\nAgreement and the Asset Purchase Agreement have been provided to the Buyer,\ntogether with all amendments, modifications and side letter agreements relating\nthereto.\n\n\n          Article 3.  Representations and Warranties of the Buyer.\n                      ------------------------------------------- \n\n          The Buyer represents and warrants to the Seller as follows:\n\n          3.1  Organization and Standing.  The Buyer is a corporation duly\n               -------------------------                                  \nincorporated, validly existing, and in good standing under the laws of its\njurisdiction of incorporation and has all \n\n \n                                                                              18\n\nrequisite corporate power and authority to own, lease and operate its properties\nand assets and to conduct its business as it is now being conducted.\n\n          3.2  Binding Agreement.  The Buyer has all requisite corporate power\n               -----------------                                              \nand authority to enter into this Agreement, to execute and deliver this\nAgreement, to carry out its obligations hereunder and to consummate the\ntransactions contemplated hereby. The execution and delivery of this Agreement\nby the Buyer and the consummation by the Buyer of its obligations hereunder have\nbeen duly and validly authorized by all necessary corporate and stockholder\naction on the part of the Buyer. This Agreement has been duly executed and\ndelivered on behalf of the Buyer and, assuming the due authorization, execution\nand delivery by the Seller, constitutes a legal, valid and binding obligation of\nthe Buyer enforceable in accordance with its terms.\n\n          3.3  Absence of Violations or Required Consents.  Except as set forth\n               ------------------------------------------                      \nin Section 3.3 of the Disclosure Schedule and, in the case of clauses (b), (c)\nand (d), except for such violations, breaches, defaults, consents, approvals,\nauthorizations, orders, actions, registrations, filings, declarations,\nnotifications and Encumbrances that would not reasonably be expected to have a\nmaterial adverse effect on the business, results of operations or financial\ncondition of the Buyer and its Subsidiaries, taken as a whole, or materially\nimpair or delay the consummation of the transactions contemplated hereby, the\nexecution, delivery and performance by the Buyer of this Agreement does not and\nwill not (a) violate or result in the breach or default of any provision of the\ncertificate or articles of incorporation or by-laws of the Buyer, (b) violate\nany Law or Governmental Order applicable to the Buyer or any of its properties\nor assets, (c) except for the Required Consents, require any consent, approval,\nauthorization or other order of, action by, registration or filing with or\ndeclaration or notification to any Governmental Authority or any other Person or\n(d) result in any violation or breach of, constitute a default (or event which\nwith the giving of notice, or lapse of time or both, would become a default)\nunder, require any consent under, or give to others any rights of termination,\namendment, acceleration, suspension, revocation or cancellation of, or result in\nthe creation of any Encumbrance on any of the Buyer's assets pursuant to, any\nnote, bond, mortgage or indenture, contract, agreement, lease, sublease, license\nor permit, or franchise to which the Buyer is a party or by which its assets are\nbound.\n\n          3.4  Litigation.  Except as described in Section 3.4 of the Disclosure\n               ----------                                                       \nSchedule, there are no Actions pending or, to the Buyer's knowledge, any Action\nthreatened to be brought by or before any Governmental Authority, against the\nBuyer or any of its Affiliates that (i) seeks to question, delay or prevent the\nconsummation of the transactions contemplated hereby or (ii) would reasonably be\nexpected to affect adversely the ability of the Buyer to fulfill its obligations\nhereunder, including without limitation, the Buyer's obligations under Article 1\nhereof.\n\n          3.5  Commissions.  There is no broker or finder or other Person who\n               -----------                                                   \nhas any valid claim against the Sellers, any of their respective Affiliates or\nany of their respective assets for a commission, finders' fee, brokerage fee or\nother similar fee in connection with this Agreement, or the transactions\ncontemplated hereby, by virtue of any actions taken by on or behalf of the Buyer\nor its officers, employees or agents.\n\n \n                                                                              19\n\n          3.6  Financing.  The Buyer has delivered to the Sellers true and\n               ---------                                                  \ncomplete copies of all commitment letters from commercial banks or other\nfinancing sources setting forth their respective commitments to provide all\nnecessary financing in connection with the transactions contemplated by this\nAgreement (the \"Financing Commitments\"). The Buyer has on hand funds that,\ntogether with the proceeds of the Financing Commitments, are sufficient to pay\nthe Purchase Price pursuant to this Agreement and otherwise to satisfy its\nobligations hereunder. The Buyer has been advised by the parties providing the\nFinancing Commitments that none of such parties knows of any fact or\ncircumstance (including, without limitation, the obligations of the Buyer under\nthis Agreement) that is reasonably likely to result in any of the conditions to\nthe Financing Commitments not being satisfied or the funds contemplated by the\nFinancing Commitments not being available for the transactions contemplated by\nthis Agreement and the Buyer knows of no such fact or circumstance.\n\n          3.7  Acquisition of Shares for Investment.  The Buyer has such\n               ------------------------------------                     \nknowledge and experience in financial and business matters that it is capable of\nevaluating the merits and risks of its purchase of the Shares. The Buyer is\nacquiring the Shares for investment and not with a view toward the distribution\nthereof. The Buyer agrees that the Shares may not be sold or otherwise disposed\nof without registration under the Securities Act of 1933, as amended, except\npursuant to an exemption from registration available under such Act.\n\n\n          Article 4.  Covenants and Agreements.\n                      ------------------------ \n\n          4.1  Conduct of the Business Prior to Closing; Access.  The Sellers\n               ------------------------------------------------              \ncovenant as follows:\n\n          (a)  Between the date hereof and the Closing Date, except as\n     contemplated by this Agreement, except as described in either Section 2.8\n     or Section 4.1 of the Disclosure Schedule, or except with the consent of\n     the Buyer (which consent shall not be unreasonably withheld or delayed in\n     the case of clauses (i), (iii), (vi), (vii), (viii), (ix), (xi), (xii) and\n     (xiii) to the extent clause (xiii) refers to clauses (i), (iii), (vi),\n     (vii), (viii), (ix), (xi) or (xii)), the Sellers will cause the Frontier\n     LEC Business to be operated in the ordinary course of business consistent\n     with past practice (including, without limitation, with respect to\n     compliance with Laws and performance under contracts) and will not permit:\n\n                    (i)    any of the assets of the Frontier LEC Business to be\n          subjected to any Encumbrance, other than Permitted Exceptions, that\n          will not be released at or prior to the Closing Date;\n\n                    (ii)   any changes, including changes to connection,\n          disconnection and collection practices, to be made in the operations\n          of the Frontier LEC Business that are material to the Frontier LEC\n          Business as a whole;\n\n                    (iii)  other than, in each case, in the ordinary course of\n          business consistent with past practice, any assets of the Frontier LEC\n          Business to be sold,\n\n \n                                                                              20\n\n          transferred, leased, subleased, licensed, encumbered or otherwise\n          disposed of (including, without limitation, sales, transfers, leases,\n          subleases, licenses or dispositions of material assets to Sellers or\n          any of their Subsidiaries other than the Companies and Company\n          Subsidiaries), other than the sale of obsolete Equipment and transfers\n          of cash;\n\n                    (iv)     (A) any increase, or the announcement of any\n          increase, in the wages, salaries, compensation, bonuses, incentives,\n          pension or other benefits payable by any Company or Company Subsidiary\n          to any of the officers or key employees of the Frontier LEC Business\n          to be granted, including, without limitation, any increase or change\n          pursuant to any Employee Benefit Plan, or (B) any benefits under any\n          Employee Benefit Plan with respect to officers or key employees (or\n          material benefits with respect to any employees who are not officers\n          or key employees) of the Frontier LEC Business to be established or\n          increased or to be promised to be increased, or any payment or vesting\n          thereof to be accelerated, in either case except (I) as required by\n          Law, (II) that involve only increases in the ordinary course of\n          business consistent with the past practices of the Frontier LEC\n          Business or (III) as required under any existing agreement or\n          arrangement;\n\n                    (v)      any material change in any method of accounting or\n          accounting practice or policy used by the Frontier LEC Business to be\n          made, including, without limitation, material changes in assumptions\n          underlying or methods of calculating bad debt, contingency or other\n          reserves, or notes or accounts receivable write-offs, or in corporate\n          allocation methodology, in each case other than as required by Law or\n          under GAAP;\n\n                    (vi)     any commitments for any Company or Company\n          Subsidiary to make capital expenditures in excess of $20,000,000 in\n          the aggregate that are not contemplated in the capital improvements\n          budgets for 2000 or 2001 set forth in Section 4.1 of the Disclosure\n          Schedule;\n\n                    (vii)    any amendment of the certificate of incorporation\n          or bylaws of any Company or Company Subsidiary;\n\n                    (viii)   any material Action, Indebtedness or any other\n          claims or rights related to the Companies or Company Subsidiaries to\n          be compromised, settled or otherwise adjusted, or any waiver or\n          release relating thereto to be granted other than (unless such action\n          would impose material restrictions or obligations on the Frontier LEC\n          Business after the Closing) in the ordinary course of business;\n\n                    (ix)     any new agreement, contract, commitment or\n          arrangement, or any amendments or modifications to any existing such\n          agreement, contract, commitment or arrangement, to be entered into\n          with any Affiliate of any Company \n\n \n                                                                              21\n\n          or Company Subsidiary (other than with another Company or Company\n          Subsidiary) that is material to the Frontier LEC Business or that will\n          continue in effect after the Closing Date and not be terminable by\n          such Company or Company Subsidiary on not more than 60 days' written\n          notice without payment of premium or penalty;\n\n                    (x)      any change in the stock ownership of any Company or\n          Company Subsidiary to be made or any interest in any Company or\n          Company Subsidiary to be granted or assigned;\n\n                    (xi)     any Indebtedness in excess of a net amount of\n          $10,000,000 to be created, incurred, assumed or guaranteed by any\n          Company or Company Subsidiary that cannot be prepaid or terminated\n          without payment of premium or penalty, except for borrowings under\n          existing credit agreements (or replacements therefor on substantially\n          the same terms) or the creation of trade payables;\n\n                    (xii)    any new Material Contract (other than those covered\n          by clause (ii), (iii) or (ix) above), or any amendments or\n          modifications to any existing such Material Contract, to be entered\n          into that will continue in effect after the Closing Date and not be\n          terminable by the Company or Company Subsidiary on not more than 60\n          days' written notice without payment of premium or penalty;\n\n                    (xiii)   any agreement, contract, commitment or arrangement\n          to do any of the foregoing to be entered into.\n\n          (b)  Pending the Closing Date, the Sellers shall:\n\n               (1)  Ensure that the Buyer and its representatives are given\n          reasonable access during normal business hours to all of the employees\n          (including appropriate experts and other knowledgeable personnel),\n          properties, books and records of the Companies and Company\n          Subsidiaries and that the Buyer and its representatives are furnished\n          with such information concerning the Companies and Company\n          Subsidiaries as the Buyer may reasonably require, including such\n          access and cooperation as may be necessary to allow the Buyer and its\n          representatives to:\n\n               (A)  identify those contracts and Permits that require third\n          party consent to the transactions contemplated hereby, those that\n          expire prior to or soon after the Closing and those that may require\n          special documentation at the Closing;\n\n               (B)  review any arrangements with respect to those assets that\n          will not be transferred as part of the Frontier LEC Business that\n          Buyer may need to replicate or replace at the Closing;\n\n \n                                                                              22\n\n               (C)  determine what changes Buyer may need to make to various\n          assets, including information technology assets, to be owned by the\n          Companies and the Company Subsidiaries after the Closing;\n\n               (D)  arrange appropriate insurance coverage by the Closing with\n          respect to the Companies and the Company Subsidiaries;\n\n               (E)  become familiar with the location and organization of the\n          books and records, including any original cost documents and outside\n          plant maps;\n\n               (F)  make appropriate arrangements for the continuation of\n          ongoing maintenance, construction and plant upgrade activities of the\n          Companies and the Company Subsidiaries after the Closing;\n\n               (G)  identify various regulatory mandates applicable to the\n          Companies and the Company Subsidiaries and review compliance\n          therewith, including matters relating to the National Exchange Carrier\n          Association (including the Universal Service Fund and the Local\n          Switching Support and Telecommunications Relay Services funds);\n\n               (H)  perform Transaction Screens and\/or Phase I environmental\n          reviews with respect to each parcel of Real Property at Buyer's\n          expense; and\n\n               (I)  obtain title insurance policies and surveys covering Real\n          Property at Buyer's expense and provide the title company with such\n          instructions, authorizations and affidavits at no cost to the Sellers\n          or the Companies or Company Subsidiaries as may be reasonably\n          necessary for the title company to issue title policies (based upon\n          the most recent assessed value or market value of such parcels) to the\n          Buyer, dated as of the Closing Date, for all of the Real Property\n          owned by the Companies or Company Subsidiaries with so-called non-\n          imputation endorsements;\n\n          provided that this right of access shall not be exercised in any way\n          which would unreasonably interfere with the normal operations,\n          business or activities of the Sellers or any Company or Company\n          Subsidiary;\n\n               (2)  Furnish to the Buyer within 30 Business Days after the end\n          of each month ending between the date of this Agreement and the\n          Closing Date a statement of income for the Frontier LEC Business for\n          the month just ended, on a state by state basis to the extent\n          prepared, and within 30 Business Days after the end of each quarter\n          ending between the date of this Agreement and the Closing Date a\n          balance sheet for the Frontier LEC Business as of the end of such\n          quarter;\n\n               (3)  Make available for the Buyer all other routine management\n          and statistical reports of the Frontier LEC Business;\n\n \n                                                                              23\n\n\n               (4)  From time to time, furnish to the Buyer such additional\n          information (financial or otherwise) concerning the Frontier LEC\n          Business as the Buyer may reasonably request (which right to request\n          information shall not be exercised in any way which would unreasonably\n          interfere with the normal operations, business or activities of the\n          Sellers, the Companies or the Company Subsidiaries);\n\n               (5)  Use, to the extent the Buyer requires audited or reviewed\n          financial statements of the Frontier LEC Business in order to comply\n          with the reporting requirements of the Securities and Exchange\n          Commission (the \"SEC\") set forth in Regulations S-K and S-X,\n          reasonable best efforts to obtain (or, if Buyer proposes to have its\n          auditors audit any such financial statements, to permit the Buyer to\n          obtain by providing audited consolidating balance sheets as of the end\n          of the fiscal years hereinafter described and consolidating income\n          statements and statements of cash flows and changes in equity for such\n          periods, in each case, for the Companies and the Company Subsidiaries\n          in the form required by Regulations S-K and S-X), in either case at\n          the Buyer's expense, the required audited or reviewed combined\n          financial statements of the Frontier LEC Business covering the fiscal\n          years ended December 31, 1998 and 1999 (and each fiscal quarter\n          thereof), and to the extent the Closing shall not have occurred prior\n          to the end thereof, the fiscal year ending December 31, 2000 (and each\n          fiscal quarter thereof) and each subsequent fiscal quarter, reasonably\n          sufficient and timely enough to permit the Buyer reasonably to satisfy\n          such obligations, including, without limitation, providing reasonable\n          access as stated under clause (1) above to any auditors engaged by the\n          Buyer for such purpose and delivering one or more representation\n          letters from the Sellers to any such auditors as may be reasonably\n          requested by the Buyer to allow such auditors to complete any such\n          audit or review and to issue an opinion on such financial statements\n          acceptable to the SEC;\n\n               (6)  Consult with the Buyer with respect to taking, or permitting\n          the Companies and Subsidiaries to take, any material action with\n          respect with the Frontier LEC Business other than in the ordinary\n          course of business consistent with past business or other than as\n          contemplated by this Agreement (including, without limitation, the\n          Disclosure Schedule), including, without limitation, consultation\n          regarding the negotiation or renegotiation of any collective\n          bargaining agreements; provided, however, that, except as required by\n          Section 4.1(a), neither Seller nor any of the Companies or Company\n          Subsidiaries shall be obligated to accept or follow any advice\n          proffered by the Buyer with respect to any such prospective action and\n          that such right of consultation shall not entitle the Buyer to\n          participate in any such negotiations or renegotiations of collective\n          bargaining agreements; and\n\n               (7)  Endeavor with reasonable efforts to notify the Buyer within\n          a reasonable period of time after the Sellers have obtained knowledge\n          of the occurrence of any circumstance, change in, or effect on the\n          Companies or \n\n \n                                                                              24\n\n          Company Subsidiaries that Sellers believe had or would in the\n          reasonably foreseeable future have a Material Adverse Effect.\n\n          4.2  Financing Commitments.  The Buyer covenants as follows:\n               ---------------------                                  \n\n          (a)  The Buyer shall use its reasonable best efforts to obtain the\n     financing provided for by the Financing Commitments.  Without limiting the\n     generality of the foregoing, the Buyer shall not take or fail to take, and\n     shall cause its Subsidiaries not to take or fail to take, any action the\n     taking of which, or which the failure to take, would reasonably likely\n     result in any of the conditions to the Financing Commitments not being\n     satisfied or the funds contemplated by the Financing Commitments not being\n     available for the transactions contemplated by this Agreement, or that\n     would otherwise materially impair or delay the consummation of the\n     transactions contemplated hereby.  In the event that such financing or any\n     portion thereof becomes unavailable, the Buyer shall use its reasonable\n     best efforts promptly to obtain commitment letters for alternative\n     financing from other sources sufficient to enable the Buyer to pay the\n     Purchase Price pursuant to this Agreement and otherwise to satisfy its\n     obligations hereunder.  Any such alternative financing shall be deemed to\n     constitute (or to constitute a portion of, as the case may be) \"Financing\n     Commitments\" for purposes of this Agreement.  The Buyer shall furnish to\n     the Sellers promptly true and complete copies of any alternative commitment\n     letters from commercial banks or other financing sources, all definitive\n     loan agreements entered into pursuant to the Financing Commitments and all\n     other correspondence or notices from any party providing the Financing\n     Commitments relating to the financing.\n\n          (b)  The Buyer shall give prompt notice to the Sellers of the\n     occurrence, or non-occurrence, of any fact or circumstance, or of any\n     notice from any party providing the Financing Commitments, that is\n     reasonably likely to result in any of the conditions to the Financing\n     Commitments not being satisfied or the funds contemplated by the Financing\n     Commitments not being available for the transactions contemplated by this\n     Agreement.\n\n          4.3  Post-Closing Covenants and Agreements.  (a)  From and after the\n               -------------------------------------                          \nClosing Date, the Sellers shall, at all reasonable times, make available without\ncost, for inspection and\/or copying for reasonable business purposes by the\nBuyer or any of the Companies or Company Subsidiaries, or their representatives,\nany books and records of the Frontier LEC Business, whether in electronic or\nphysical form, that are not in the possession of the Companies and Company\nSubsidiaries after the Closing.  Any such books and records shall be preserved\nby the Sellers for so long as the Buyer or any Company or Company Subsidiary\nshall be obligated by Law to maintain the same.  After the period set forth\nabove, upon not less than 30 days written notice to the Buyer specifying in\nreasonable detail the books and records that neither Seller proposes to destroy,\nsuch Seller may destroy the books and records in its possession unless, before\nexpiration of such notice period, the Buyer or any of the Companies or Company\nSubsidiaries objects in writing to the destruction of any or all of such books\nand records, in which case such books and records shall be delivered to the\nobjecting Person at the expense of the objecting Person.\n\n \n                                                                              25\n\n          (b)   From and after the Closing Date, the Buyer shall, and shall\ncause the Companies and Company Subsidiaries to:\n\n          (i)   At all reasonable times, make available without cost, for\n     inspection and\/or copying for reasonable business purposes by the Sellers\n     or their representatives, the books and records of the Companies and\n     Company Subsidiaries, whether in electronic or physical form.  Such books\n     and records shall be preserved by the Buyer or the Companies and Company\n     Subsidiaries until the later of the closing by tax audit of, or the\n     expiration of the relevant statute of limitations (including any waiver\n     thereof) with respect to, all open tax periods of the Sellers prior to and\n     including the Closing Date.  After the period set forth above, upon not\n     less than 30 days written notice to the Sellers specifying in reasonable\n     detail the books and records that the Buyer or any Company or Company\n     Subsidiary proposes to destroy, the Buyer or such Company or Company\n     Subsidiary may destroy the books and records in their possession unless,\n     before expiration of such notice period, a Seller objects in writing to the\n     destruction of any or all of such books and records, in which case such\n     books and records shall be delivered to the objecting Person at the expense\n     of the objecting Person.  Notwithstanding the foregoing, the Buyer and the\n     Companies and Company Subsidiaries shall continue to preserve and, at all\n     reasonable times after the Closing Date, to make available without cost,\n     for inspection and\/or copying by any Person that was a trustee or other\n     fiduciary under the Employee Benefit Plans identified in Section 4.3 of the\n     Disclosure Schedule, the books and records of such Employee Benefit Plan\n     and the books and records of the Companies and Company Subsidiaries\n     relating thereto.\n\n          (ii)  (x)  Exculpate, indemnify and hold harmless all past and present\n     employees, officers, agents and directors of the Companies and Company\n     Subsidiaries to the full extent permitted by law for any acts or omissions\n     relating to, or arising out of, the Frontier LEC Business occurring on or\n     prior to the Closing Date; (y) cause to be maintained in effect through\n     September 28, 2005 the current provisions regarding elimination of\n     liability of directors and indemnification of officers and directors\n     contained in the certificate of incorporation and by-laws or other\n     organizational documents of the Companies and the Company Subsidiaries; and\n     (z) not take any action that would cause any directors', officers',\n     fiduciaries' or similar insurance and indemnification policies that may be\n     maintained by the Sellers for past and present directors and officers of\n     the Companies and Company Subsidiaries and trustees of the Employee Benefit\n     Plans providing coverage for acts and omissions and other events relating\n     to, or arising out of, the Frontier LEC Business occurring at or prior to\n     the Closing Date, including, without limitation, in respect of the\n     transactions contemplated by this Agreement, not to remain in full force\n     and effect.\n\n          (iii) Except for disputes in good faith, honor and comply in all\n     material respects with the terms and conditions contained in all contracts\n     to which any of the Companies or any of the Company Subsidiaries is a party\n     or by which it is bound.\n\n          (c)   Effective as of the Closing Date, the Sellers will have no\nobligation to provide insurance coverage for the Companies, the Company\nSubsidiaries and the Frontier LEC \n\n \n                                                                              26\n\nBusiness for occurrences after the Closing Date and the Buyer will become solely\nresponsible for all insurance coverage and related risk of loss based on events\noccurring on and after the Closing Date with respect to the Companies, the\nCompany Subsidiaries and the Frontier LEC Business. To the extent that (i) any\ninsurance policies controlled by the Sellers (the \"Sellers' Insurance\nPolicies\"), cover any loss, liability, claim, damage or expense relating to the\nCompanies, the Company Subsidiaries or the Frontier LEC Business (the \"Subject\nLiabilities\") and relating to or arising out of occurrences prior to the Closing\nDate, and (ii) the Sellers' Insurance Policies continue after the Closing to\npermit claims to be made thereunder with respect to the Subject Liabilities\nrelating to or arising out of occurrences prior to the Closing Date (\"Subject\nClaims\"), the Sellers shall cooperate with the Buyer in submitting Subject\nClaims on behalf of the Buyer or any Company or Company Subsidiary under the\nSellers' Insurance Policies and the Buyer shall reimburse, indemnify and hold\nthe Sellers harmless from all out-of-pocket, costs and expenses (including,\nwithout limitation, all retroactive or retrospective premiums related to the\nSubject Claims (but not any other present or future premiums), deductibles, out-\nof-pocket legal and administrative costs, net Tax costs to the Sellers resulting\nfrom the receipt and payment to the Buyer of any insurance proceeds relating to\nany Subject Claim and attorneys' fees under the Sellers' Insurance Policies) of\nany nature actually incurred by the Sellers as a result of Subject Claims made\nunder the Sellers' Insurance Policies. The Sellers shall exercise reasonable\nbest efforts (which efforts shall not require the Sellers to incur any out-of-\npocket costs or expenses not reimbursed by the Buyer or any other adverse\nconsequences) to cause the Sellers' Insurance Policies to be modified to allow\nfor the assignment to the Buyer of all benefits, rights and obligations\nthereunder in respect of any Subject Liabilities. To the extent any such\npolicies are not so assigned, upon receipt by the Sellers of any insurance\nproceeds relating to any Subject Claims made under the Sellers' Insurance\nPolicies, the Sellers will promptly pay such insurance proceeds to the Buyer,\nnet of any unreimbursed costs and expenses described above.\n\n          (d)   From and after the Closing Date,\n\n          (i)  The Buyer will not, for a period of two years following the\n     Closing Date, without the prior written consent of Global, directly or\n     indirectly, solicit to hire or hire (or cause or seek to cause to leave the\n     employ of Global or any Subsidiary of Global) any employee of Global or any\n     Subsidiary of Global with whom the Buyer has had contact or who (or whose\n     performance) became known to the Buyer in connection with this Agreement;\n     provided, however, that the foregoing provision will not prevent the Buyer\n     from hiring any such Person who contacts the Buyer on his or her own\n     initiative without any direct or indirect solicitation by or encouragement\n     from the Buyer or who contacted the Buyer in response to a general\n     advertisement; and.\n\n          (ii)  The Sellers will not, for the period from the date hereof\n     through the date that is two years following the Closing Date, without the\n     prior written consent of the Buyer, directly or indirectly, solicit to hire\n     or hire (or cause or seek to cause to leave the employ of the Companies or\n     Company Subsidiaries on the Buyer or any Subsidiary of the Buyer) any\n     employee of the Companies or Company Subsidiaries or the Buyer or any\n     Subsidiary of the Buyer with whom (other than with respect to the Companies\n     and the Company Subsidiaries) the Sellers have had contact or who (or whose\n     performance) became known \n\n \n                                                                              27\n\n     to the Sellers in connection with this Agreement; provided, however, that\n     the foregoing provision will not prevent the Sellers from hiring any such\n     Person who contacts the Sellers on his or her own initiative without any\n     direct or indirect solicitation by or encouragement from the Sellers or who\n     contacted the Sellers in response to a general advertisement.\n\n          4.4  Cooperation.  Following the execution of this Agreement, the\n               -----------                                                 \nBuyer and the Sellers agree as follows:\n\n          (a)  Subject to the terms and conditions of this Agreement, each party\n     will use its reasonable best efforts to take, or cause to be taken, all\n     actions and to do, or cause to be done, all things necessary, proper or\n     advisable, including under applicable Laws and regulations, to consummate\n     the Sale and the other transactions contemplated by this Agreement as soon\n     as practicable after the date hereof.  In furtherance and not in limitation\n     of the foregoing, each party hereto agrees (i) to make an appropriate\n     filing of a Notification and Report Form pursuant to the HSR Act with\n     respect to the transactions contemplated hereby as promptly as practicable\n     after the date hereof and to supply as promptly as practicable any\n     additional information and documentary material that may be requested\n     pursuant to the HSR Act and to take all other actions necessary to cause\n     the expiration or termination of the applicable waiting periods under the\n     HSR Act as soon as practicable, (ii) to file all necessary applications for\n     Required Consents at the FCC, PUCs and local franchising authorities with\n     respect to the transactions contemplated hereby as promptly as practical\n     after the date hereof and to supply as promptly as practicable any\n     additional information and documentary material that may be requested by\n     the FCC, PUCs and local franchising authorities and to take all other\n     actions necessary to cause the Required Consents to be obtained as soon as\n     practicable and (iii) to obtain all other required consents from third\n     parties.  The parties agree to file all necessary applications for Required\n     Consents with state PUCs jointly to the extent permitted under Applicable\n     Law, and to share counsel whenever feasible and where it does not pose a\n     conflict of interest.\n\n          (b)  The Sellers and the Buyer shall, in connection with the efforts\n     referenced in Section 4.5(a) to obtain all requisite approvals and\n     authorizations for the transactions contemplated by this Agreement under\n     the HSR Act or any other Regulatory Law, use its reasonable best efforts to\n     (i) cooperate in all respects with each other in connection with any filing\n     or submission and in connection with any investigation or other inquiry,\n     including any proceeding initiated by a private party, (ii) promptly inform\n     the other party of any communication received by such party from, or given\n     by such party to, the FCC, PUCs, the Antitrust Division of the Department\n     of Justice (the \"DOJ\") or any other Governmental Entity and of any material\n     communication received or given in connection with any proceeding by a\n     private party, in each case regarding any of the transactions contemplated\n     hereby, and (iii) permit the other party to review any communication (other\n     than filings pursuant to the HSR Act) given by it to, and consult with each\n     other in advance of any meeting or conference with, the FCC, PUCs, the DOJ\n     or any such other Governmental Authority or, in connection with any\n     proceeding by a private party, with any other Person, and to the extent\n     permitted by the FCC, PUCs, the DOJ or such other applicable Governmental\n     Authority or other Person, give the other party the opportunity\n\n \n                                                                              28\n\n     to attend and participate in such meetings and conferences. Neither party\n     shall take any action in connection with obtaining any Required Consent\n     that is intended to create, allocate, or shift to the other party any\n     liability arising from the obtaining of such Required Consent; provided\n     that this provision is not intended to limit the rights or obligations of\n     either party under this Section 4.4 or any other Section of this Agreement\n     or the right of any party to otherwise seek to reduce or eliminate any such\n     liability on itself. For purposes of this Agreement, \"Regulatory Law\" means\n     (i) the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act,\n     the Federal Trade Commission Act, as amended, the Communications Act, and\n     all other federal, state and foreign, if any, Laws that are designed or\n     intended to prohibit, restrict or regulate actions having the purpose or\n     effect of monopolization or restraint of trade or lessening of competition,\n     whether in the communications industry or otherwise, through merger or\n     acquisition and (ii) all federal, state and foreign, if any, Laws with\n     respect to the transfer, assignment, modification or granting of Permits,\n     whether in the public utility or communications industries or otherwise,\n     including, without limitation, certificates of public convenience and\n     necessity, public interests certificates and radio licenses.\n\n          (c)  In furtherance and not in limitation of the covenants of the\n     parties contained in Sections 4.4(a) and 4.4(b), if any administrative or\n     judicial action or proceeding, including any proceeding by a private party,\n     is instituted (or threatened to be instituted) challenging any transaction\n     contemplated by this Agreement as violative of any Regulatory Law, the\n     Sellers and Buyer shall cooperate in all respects with each other and use\n     their respective reasonable best efforts to contest and resist any such\n     action or proceeding and to have vacated, lifted, reversed or overturned\n     any decree, judgment, injunction or other order, whether temporary,\n     preliminary or permanent, that is in effect and that prohibits, prevents or\n     restricts consummation of the transactions contemplated by this Agreement.\n     Notwithstanding the foregoing or any other provision of this Agreement,\n     nothing in this Section 4.4 shall limit a party's right to terminate this\n     Agreement pursuant to Section 11.1 so long as such party has up to then\n     complied in all material respects with its obligations under this Section\n     4.4.\n\n          (d)  If any objections are asserted with respect to the transactions\n     contemplated hereby under any Regulatory Law or if any suit is instituted\n     by any Governmental Authority or any private party challenging any of the\n     transactions contemplated hereby as violative of any Regulatory Law, each\n     of the Sellers and the Buyer shall use its reasonable best efforts to\n     resolve any such objections or challenge as such Governmental Authority or\n     private party may have to such transactions under such Regulatory Law so as\n     to permit consummation of the transactions contemplated by this Agreement.\n\n          (e)  As used in this Section 4.4, \"reasonable best efforts\" shall not\n     require (i) the Buyer or any of its Affiliates to divest or hold separate\n     or otherwise take or commit to take any action that limits their freedom of\n     action with respect to, or their ability to retain, any of their assets or\n     businesses or any other action, in each case that would be reasonably\n     expected to have a Material Adverse Effect or Buyer Material Adverse\n     Effect, or (ii) either Seller or any of their Affiliates to divest or hold\n     separate or otherwise take or \n\n \n                                                                              29\n\n     commit to take any action that limits their freedom of action with respect\n     to, or their ability to retain, any of their assets or businesses or any\n     other action, in each case that would be reasonably expected to have a\n     Material Adverse Effect or an adverse effect (other than an immaterial\n     effect) on the business, results of operations or financial condition of\n     the Sellers or their Subsidiaries (other than the Companies and the Company\n     Subsidiaries).\n\n          4.5  Confidentiality.\n               --------------- \n\n          (a)  Prior to the Closing Date.  The terms of the Confidentiality\n               -------------------------                                   \nAgreement are herewith incorporated by reference and shall continue in full\nforce and effect until the Closing Date and shall remain in effect in accordance\nwith its terms even if this Agreement is terminated.\n\n          (b)  Financial and Tax Information.  (i)  Before and after the Closing\n               -----------------------------                                    \nDate, each of the parties shall maintain the confidentiality of the tax\ninformation of the Frontier LEC Business under terms similar to those set forth\nin the Confidentiality Agreement with respect to \"Evaluation Material\" as though\nsuch terms applied to the parties and continued after the Closing Date.\n\n          (ii)  After the Closing Date, the Sellers shall maintain the\nconfidentiality of the financial information of the Frontier LEC Business prior\nto the Closing under terms similar to those set forth in the Confidentiality\nAgreement with respect to \"Evaluation Material\" as though such terms applied to\nthe Sellers and continued after the Closing Date.\n\n          4.6  Public Announcements.  Except as otherwise required by law or the\n               --------------------                                             \nrules of any stock exchange or automated quotation system, the parties shall not\nissue any report, statement or press release or otherwise make any public\nannouncement with respect to this Agreement and the other transactions\ncontemplated hereby without prior consultation with and approval of the other\nparties hereto (which approval shall not be unreasonably withheld).\n\n          4.7  No Solicitation.  Other than as specified in this Agreement, the\n               ---------------                                                 \nSellers shall not, and shall use their best efforts to cause its officers,\ndirectors, representatives, affiliates or associates not to, (a) initiate\ncontact with, solicit, encourage or respond to any inquiries or proposals by, or\n(b) enter into any discussions or negotiations with, or disclose, directly or\nindirectly, any information concerning the Companies and Company Subsidiaries\nto, or afford any access to the properties, books and records of the Companies\nand Company Subsidiaries to, any Person in connection with any possible proposal\nfor the acquisition (directly or indirectly, whether by purchase, merger,\nconsolidation or otherwise) of all or substantially all of the assets, business\nor capital stock of the Companies and Company Subsidiaries.  The Seller agrees\nto terminate immediately any such discussions or negotiations.\n\n          4.8  No Additional Representations.  THE BUYER ACKNOWLEDGES THAT,\n               -----------------------------                               \nEXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS\nAGREEMENT, NEITHER THE SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION\nOR WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE FRONTIER LEC BUSINESS OR THE\nACCURACY OR COMPLETENESS OF ANY \n\n \n                                                                              30\n\nINFORMATION FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES,\nINCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR REPRESENTATION AS TO\nCONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY PROPERTIES OR ASSETS OF THE\nFRONTIER LEC BUSINESS. THE BUYER FURTHER ACKNOWLEDGES THAT ANY COST ESTIMATES,\nPROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE OFFERING\nMATERIALS THAT HAVE BEEN PROVIDED TO THE BUYER ARE NOT AND SHALL NOT BE DEEMED\nTO BE REPRESENTATIONS OR WARRANTIES OF THE SELLERS.\n\n          4.9  Use of Global Crossing and Frontier Names.  (a)  After the\n               -----------------------------------------                 \nClosing Date, neither the Buyer nor any of its Affiliates (including, without\nlimitation, the Companies and Company Subsidiaries) shall use \"Global Crossing\"\nor \"Global\" or any name or term confusingly similar to or \"Global Crossing\" or\n\"Global\" in any corporate name or in connection with the operation of any\nbusiness.  Notwithstanding the foregoing, the Companies and Company Subsidiaries\nshall have a period of time (which in no event is, except as set forth in\nSchedule 4.9(a), to exceed 120 days following the Closing Date) in which to, and\nthe Buyer shall cause the Companies and Company Subsidiaries to, remove or cover\nthe names \"Global Crossing\" or \"Global\" and any trademarks, tradenames,\nservicemarks, trade dress or logos relating to such names from all signs,\nbillboards, advertising materials, telephone listings, labels, stationery,\noffice forms and mastheads; provided, however, that during such period of time\n                            --------  -------                                 \nsuch names, trademarks, tradenames, servicemarks, trade dress and logos shall be\nused (i) only to the extent necessary to avoid financial hardship and (ii) only\nto the extent and in the manner that such names, trademarks, tradenames,\nservicemarks, trade dress and logos were used by the Companies and Company\nSubsidiaries as of immediately prior to the Closing.\n\n          (b)  After the Closing Date, except as set forth in Section 4.9 of the\nDisclosure Schedule, neither of the Sellers nor any of their Affiliates shall\nuse \"Frontier\" or any name or term confusingly similar to \"Frontier\" in any\ncorporate name or in connection with the operation of any business.\nNotwithstanding the foregoing, the Sellers and their Affiliates shall have a\nperiod of time (which in no event is, except as set forth in Schedule 4.9(b), to\nexceed 120 days following the Closing Date) in which to, and the Sellers shall\ncause their Affiliates to, remove or cover the name \"Frontier\" and any\ntrademarks, trade names, service marks, trade dress or logos relating to such\nnames from all signs, billboards, advertising materials, telephone listings,\nlabels, stationery, office forms and mastheads; provided, however, that during\n                                                --------  -------             \nsuch period of time such names, trademarks, trade names, service marks, trade\ndress and logos shall be used (i) only to the extent necessary to avoid\nfinancial hardship and (ii) only to the extent and in the manner that such\nnames, trademarks, trade names, service marks, trade dress and logos were used\nby the Sellers and their Affiliates as of immediately prior to the Closing.\nThis Section 4.9(b) shall not be construed to prohibit the Sellers and their\nAffiliates from using the name \"Frontier\" in connection with the filing of any\nTax Returns required by any Tax authority or jurisdiction for periods prior to\nthe Closing or the filing of any other documents required by any Governmental\nAuthority.\n\n          4.10  Long Distance Agreements.  (a) The closing under the Asset\n                ------------------------                                  \nPurchase Agreement shall occur in accordance with the terms thereof without\ncreating any liability or \n\n \n                                                                              31\n\nobligation of any Company or Company Subsidiary thereunder extending beyond the\nClosing Date. The Sellers shall use reasonable best efforts to obtain, as soon\nas practicable, all required consents necessary for consummation of the Asset\nPurchase Agreement.\n\n          (b) The Carrier Service Agreement shall be amended prior to the\nClosing as follows:\n\n          (i)   The initial term of the Carrier Service Agreement shall continue\n     in effect for a period of three years following the Closing Date.  The\n     Buyer may thereafter at its option renew the Carrier Service Agreement for\n     up to four consecutive two-year periods.  Renewal shall be automatic unless\n     the Carrier Service Agreement is canceled by the Buyer pursuant to Section\n     2.3 of the Carrier Service Agreement or is otherwise canceled in accordance\n     with the termination provisions of the Carrier Service Agreement.  Sections\n     2.2 and 2.3 of the Carrier Service Agreement shall be revised as\n     appropriate to eliminate Global's right to terminate the Carrier Service\n     Agreement except for breach by the Buyer.\n\n          (ii)  Section 3.9 of the Carrier Service Agreement shall be revised to\n     change \"then current standard wholesale pricing programs\" to \"the best\n     prices given to another carrier with the same or lower volume or term\n     commitments, and the same or substantially similar cost characteristics\n     with respect to traffic origination and termination\".\n\n          (iii) The Buyer may include at its option any of its present and\n     future Subsidiaries as parties to the Carrier Service Agreement, subject to\n     the pricing limitation specified immediately below.  Such election shall be\n     binding for each included Subsidiary for the remaining term of the Carrier\n     Service Agreement.\n\n          (iv)  Pursuant to the Exhibits to the Carrier Service Agreement one of\n     Global's Subsidiaries has the right under certain pricing arrangements to\n     surcharge an additional four cents per minute if more than a specified\n     percentage of traffic originates or terminates in non-RBOC\/GTE regions.\n     This four cent surcharge shall not be applied under the Carrier Service\n     Agreement with respect to long distance end-user customers located in the\n     franchise territories of the incumbent local exchange carrier operations of\n     the Frontier LEC Business.  This subparagraph does not apply to the Buyer's\n     other present or future Subsidiaries.\n\n          (v)   Sections 3.3 and 3.11 of the Carrier Service Agreement shall be\n     deleted.\n\n          4.11  Transition Services.  (a)  Following the Closing and for so long\n                -------------------                                             \nas a Company or Company Subsidiary remains a Subsidiary of the Buyer (but in no\nevent for a period longer than two years from the Closing Date), the Sellers\nagree to provide, or to cause their Affiliates to provide, to the Companies and\nCompany Subsidiaries, and the Buyer shall pay for, all of the administrative and\nsupport services provided to the Frontier LEC Business by the Sellers as of the\ndate hereof which are on Schedule 4.11 hereto, at a relative level of service\nconsistent with that provided by the Sellers to the Frontier LEC Business during\nthe 12 months preceding the date hereof, unless on or before the date that is\nfour months after the date hereof (which date may \n\n \n                                                                              32\n\nup to twice be extended for an additional 30 days at the Buyer's sole option),\nthe Buyer shall notify the Sellers of any or all of such services that should\nnot be so provided following the Closing. The services initially so provided\nfollowing the Closing shall continue to be provided as set forth in the previous\nsentence, and the Buyer shall continue to pay therefor, unless the Buyer shall\nhave given the Sellers at least three months advance written notice of any or\nall of such services the provision of which shall be terminated.\n\n          (b)  Following the Closing and for so long as the Company or Company\nSubsidiary currently providing such services remains a Subsidiary of the Buyer\n(but in no event for a period longer than two years from the Closing Date), the\nBuyer agrees to provide, or to cause its Affiliates to provide, to the Sellers\nand their Subsidiaries, and the Sellers shall pay for, all of the administrative\nand support services provided by the Frontier LEC Business to the Sellers and\ntheir Subsidiaries (other than the Companies and Company Subsidiaries) as of the\nClosing Date which are on Schedule 4.11 hereto, at a relative level of service\nconsistent with that provided to the Sellers and their Subsidiaries by the\nFrontier LEC Business during the 12 months preceding the date hereof, unless on\nor before the date that is four months after the date hereof (which date may up\nto twice be extended for an additional 30 days at the Sellers' sole option), the\nSellers shall notify the Buyer of any or all of such services that should not be\nso provided following the Closing.  The services initially so provided following\nthe Closing shall continue to be provided as set forth in the previous sentence,\nand the Sellers shall continue to pay therefor, unless the Sellers shall have\ngiven the Buyer at least three months advance written notice of any or all of\nsuch services the provision of which shall be terminated.\n\n          (c)  Such services will be provided for a charge equal to the then\ncurrent cost of such services (without mark-up) to the Sellers and their\nAffiliates or to the Buyer and its Affiliates, as the case may be, determined\nand allocated to the Buyer or the Sellers, as the case may be, in a manner\nconsistent with the determination and allocation of such costs to the Frontier\nLEC Business reflected in the financial data and information described in\nclauses (ii) and (iii) of Section 2.6(a).  The Buyer and the Sellers agree to\npay, promptly in accordance with their standard payment practices (but in no\nevent later than 45 days after presentation), any bills and invoices that it\nreceives from the other party for services provided under this Section 4.11,\nsubject to receiving, if requested, any reasonably appropriate support\ndocumentation for such bills and invoices.  Such charges shall be billed as of\nthe end of each calendar month.  Each party shall provide the other at least 60\ndays' notice of any material increase in the cost of such services prior to the\ndate such increase will take effect.\n\n          (d)  The parties hereto agree to negotiate in good faith a transition\nservices agreement with respect to services to be provided by the Sellers to the\nFrontier LEC Business, or by the Frontier LEC Business to the Sellers, following\nthe Closing consistent with the terms of this Section 4.11.\n\n          (e)  Section 2.5 (by reference to Section 2.7) of the Disclosure\nSchedule identifies the proposed \"Future Allocation\" of certain shared or\ndisplaced assets or services relating to the Frontier LEC Business between the\nCompanies and Company Subsidiaries, on the one hand, and the Sellers, on the\nother (the \"Scheduled Allocation\").  Each of the Buyer and the Sellers agrees to\n\n \n                                                                              33\n\nnegotiate in good faith such proposed allocations prior to the Closing with a\nview to creating a final allocation which (A) to the extent there exists an\noverwhelmingly dominant user or beneficiary of such assets or services,\nallocates such asset or service to such user or beneficiary, and (B) otherwise\nequitably allocates such assets and services between the Companies and Company\nSubsidiaries and the Sellers taking into account the criticality of the function\nto each, the cost and burden on the party to whom the asset or service is not\nallocated to replace such function in light of such party's other resources, and\nthe related disruption, and the overall burdens and benefits of the overall\nallocation.  If the Buyer and the Sellers are unable to agree on a negotiated\nfinal allocation, the  Scheduled Allocation shall be deemed to constitute the\nfinal allocation and the party to whom such asset or service is allocated (which\nshall be the Sellers if no allocation is provided for in the Scheduled\nAllocation) will provide the other party access to such asset or service as a\nTransition Service under the provisions of this Section 4.11 on the cost basis\ndescribed in Section 4.11(c).\n\n          (f)  Consistent with its notice requirements in this Section 4.11, the\nBuyer at its sole discretion may choose to migrate any or all of the billing,\nordering, provisioning and other operations support systems being provided under\nthe transition services arrangement in accordance with Schedule 4.11 to the\nBuyer's own platforms.  The Sellers will use its reasonable best efforts to\ncomply with reasonable data requests (including requests for electronic source\ndata) for information that is necessary to map, convert and integrate such\nsystems into the Buyer's or its vendor's platforms.  The Sellers also agree to\nuse its reasonable best efforts to provide the applicable information required\nto migrate all other transition services to the Buyer's or its vendor's systems.\nThe Buyer agrees that its requests may not impose a material burden on the\noperation of the Sellers and their Subsidiaries (including, prior to the\nClosing, the Companies and Company Subsidiaries).\n\n          4.12  Sublease of Premises in GCNA Building.  At the Buyer's request,\n                -------------------------------------                          \nGCNA and the Buyer agree to exercise reasonable good faith efforts after the\nexecution of this Agreement to negotiate and finalize a Sublease Agreement\npursuant to which GCNA will agree to sublease to Buyer or one of its\nSubsidiaries for a period of not less than two years following the Closing Date\n(with an option to extend the term thereof to the end of the term of GCNA's\ncurrent lease of such premises), a portion of the building located at 180 South\nClinton Avenue, Rochester, New York not to exceed the number of square feet\ncurrently allocated to the Frontier LEC Business and for a rent based on the pro\nrata cost allocable to the square feet so subleased, in each case, determined on\na basis consistent with the basis used in preparing the financial data and\ninformation described in clauses (ii) and (iii) of Section 2.6(a) and containing\nsuch other terms and conditions as are customary in such a sublease agreement\n(including an indemnity for failure of the Buyer to perform its obligations\nunder the sublease); provided that, if the consent of the landlord under the\nlease is not obtained within three months of the date hereof, then the Buyer\nshall have no obligation under this Section so long as the Buyer has complied\nwith its obligation to exercise reasonable good faith efforts to obtain such\nconsent in accordance with this Section 4.12.\n\n          4.13  Intercompany Accounts and Guaranties.  (a)  As of the calendar\n                ------------------------------------                          \nday immediately prior to the Closing Date, except for amounts identified as\n\"Affiliate Advance Receivables\" on the books and records of the Companies and\nCompany Subsidiaries and any other \n\n \n                                                                              34\n\naccounts that may not be so canceled under applicable Law, all amounts (x) owed\nto any of the Companies or Company Subsidiaries by the Sellers and their\nAffiliates (other than the Companies and the Company Subsidiaries) or (y) owed\nto the Sellers and their Affiliates (other than the Companies and the Company\nSubsidiaries) by any of the Companies or Company Subsidiaries shall be canceled\nand extinguished.\n\n          (b)  With respect to all intercompany accounts not so canceled, upon\nthe Closing the Buyer shall assume responsibility for and shall release the\nSellers and their Affiliates (other than the Companies and the Company\nSubsidiaries) from, and indemnify and hold harmless the Sellers and their\nAffiliates (other than the Companies and the Company Subsidiaries) from and\nagainst, all liability for, and (to the extent permitted under applicable Law)\nshall cause the relevant Companies and Company Subsidiaries to enter into\nnovation agreements (in form and substance satisfactory to the parties hereto)\nwith respect to, all amounts owed to any of the Companies or Company\nSubsidiaries by the Sellers and their Affiliates (other than the Companies and\nthe Company Subsidiaries); provided that no such action shall be taken if such\naction would be in violation of any Law or would, without the consent of the\nSellers, otherwise result in an adverse effect on either Seller, in which case\nthe parties hereto shall negotiate in good faith suitable alternative\narrangements that would not be in violation of any Law or result in any adverse\neffects.\n \n          (c)  The Buyer shall use its best efforts to obtain the release prior\nto the Closing of the Sellers and any Affiliate of the Sellers other than the\nCompanies and the Company Subsidiaries from any and all guarantees of such\nPersons of any indebtedness or other obligations of the Frontier LEC Business\nand shall indemnify and hold harmless such Persons against any payment that any\nof them must make under any of such guarantees and its reasonable costs and\nexpenses thereunder including, without limitation, reasonable attorney's fees\nand costs.\n\n          4.14 Capital Expenditures.  If the aggregate amount of capital\n               --------------------                                     \nexpenditures incurred for assets of the Frontier LEC Business from and including\nJanuary 1, 2000 through and including the Closing Date shall not equal or exceed\n(i) if the Closing were to occur during the year 2000, a pro rata portion (based\nupon the number of elapsed days in such year prior to the Closing) of the\n$212,287,000 aggregate 2000 capital expenditures budget or (ii) if the Closing\nwere to occur after December 31, 2000, the sum of  (x) $212,287,000 and (y) a\npro rata portion (based upon the number of elapsed days in such year prior to\nthe Closing) of the aggregate $222,800,000 2001 capital expenditures budget,\nthen the Sellers shall cause an aggregate amount of cash equal to any such\nshortfall, not restricted under applicable regulatory Laws as to its use, to pay\nfor capital expenditures of such Company or Company Subsidiary (the \"Capital\nExpenditure Cash Fund\") to be retained in the accounts of one or more of the\nCompanies and Company Subsidiaries at the Closing.  The Capital Expenditure Cash\nFund shall not be counted as \"Working Capital\" for purposes of the adjustment to\nPurchase Price pursuant to Sections 1.3 and 1.4.\n\n          4.15 Non-Compete.  (a)  The Sellers covenant and agree that the\n               -----------                                               \nSellers and their Subsidiaries, for a period of three years from the Closing\nDate, will not, without the Buyer's prior consent, directly or indirectly\ncompete with the Companies or Company Subsidiaries by engaging \n\n \n                                                                              35\n\nin local exchange carrier operations, by providing retail long distance services\n(other than calling card, toll free and terminating long distance) or by\nproviding retail data services (other than Internet services and Webhosting\nservices) in a Restricted Area, except as stated herein.\n\n     (b)   For the purposes of this Section 4.15, a \"Restricted Area\" means the\ntelephone service area on the Closing Date of any Company or Company Subsidiary\nthat is an incumbent local exchange carrier, and in addition any territory\nadjacent to such telephone service area and within 20 miles of such telephone\nservice area, but a Restricted Area shall not include any such adjacent\nterritory that is within the CMSAs (or equivalent Census Office classification\nfor an equal or larger populated area) covering the New York City metropolitan\narea or covering the Minneapolis-St. Paul metropolitan area.\n\n     (c)   For the purposes of this Section 4.15, a Seller or a Subsidiary shall\nnot be deemed to compete with a Company or Company Subsidiary if it is engaged\nin the provision of local exchange carrier operations, retail long distance\nservices, or any prohibited retail data services in a Restricted Area by using\nservices of a Company or Company Subsidiary other than on a reseller or\ncompetitive local exchange carrier basis, or if it is providing as of the\nClosing Date any of such services to a customer that is simultaneously being\nprovided service to multiple locations outside a Restricted Area by a Seller or\nits Subsidiary as of the Closing Date.\n\n     (d)   For purposes of this Section 4.15, a Seller or a Subsidiary shall not\nbe deemed to compete with a Company or Company Subsidiary if it provides any\nretail long distance service or retail data service to a customer when: (i) it\nhas engaged in seeking to win a bid or otherwise to establish the terms and\nconditions for the provision of services on a regional, national or global basis\nto a customer or prospective customer that is not headquartered in a Restricted\nArea, (ii) it has sought from a Company or Company Subsidiary all of such\nservices that are offered by the Company within a Restricted Area on terms and\nconditions, including price and assurance of service quality for such services\nthat it reasonably deems necessary to provide such services to such customer and\n(iii) such Company or Company Subsidiary has failed to timely commit to the\nprovision of such services on the reasonable terms and conditions sought by such\nSeller or Subsidiary or, if it has made such commitment, has failed to timely\nprovide such services on the terms and conditions to which it has committed.\n\n     (e)   For purposes of this Section 4.15, a Seller or a Subsidiary shall not\nbe deemed to compete with a Company or Company Subsidiary if it provides any\nretail long distance service or retail data service to a customer when: (i) it\nhas expressed in writing to a Company or Company Subsidiary a firm interest in\nseeking to win a bid or otherwise to establish the terms and conditions for the\nprovision of services on a regional, national, or global basis to a customer or\nprospective customer that is headquartered in a Restricted Area, (ii) it has\nsought from a Company or Company Subsidiary a commitment to team to win the bid\nor otherwise to provide services offered by the Company or Company Subsidiary to\nsuch customer and (iii) such Company or Company Subsidiary has failed to timely\nprovide to the Seller or Subsidiary the right to include such services in a bid\non a right of first refusal basis.\n\n \n                                                                              36\n\n     (f)  This Section 4.15 shall not be deemed to prohibit the provision by\nSeller or a Subsidiary of any wireless service licensed on a multistate basis by\nthe FCC.\n\n     (g)  This Section 4.15 shall not be construed to prohibit any activity by\nan entity in which a Seller or one of its Subsidiaries has an equity ownership\nof not more than 15%, or the preexisting operations of any entity that may\nacquire a Seller or any of its Affiliates.\n\n     (h)  This Section shall not be construed to prohibit the acquisition by\nSeller or one of its Subsidiaries of any business if, upon such acquisition by a\nSeller or any of its Subsidiaries, such Seller or Subsidiary uses its reasonable\nbest efforts to divest or dispose as promptly as practicable on commercially\nreasonable terms that portion of such acquired business that may otherwise cause\na breach under this Section 4.15, and the Buyer shall not commence, or if\ncommenced, will immediately discontinue, any efforts to enforce the foregoing\ncovenants with respect to such acquisition by suit, petition for injunction or\notherwise, so long as such divestiture or disposal is being pursued in good\nfaith by such Seller or Subsidiary.\n\n     (i)  The Sellers and the Buyer agree that this covenant not to compete and\nits specific limitations constitute a reasonable covenant under the\ncircumstances and is supported by adequate consideration.\n\n          4.16  Transition Plan.  Within 30 days after the date hereof, the\n                ---------------                                            \nBuyer shall deliver to the Sellers a list of five proposed representatives to a\njoint transition team, which shall include expertise from various functional\nspecialties associated or involved in providing billing, payroll and other\nsupport services to be provided to the Frontier LEC Business after the Closing.\nThe Sellers will add their five representatives to such team within 15 days\nafter receipt of the Buyer's list.  Such team will be responsible for preparing\nas soon as reasonably practicable after the date hereof but at least 60 days\nprior to the Closing Date a transition plan which will identify and describe\nsubstantially all of the various transition activities that the parties plan to\ncomplete before and after the Closing and any other transfer of control matters\nthat any party reasonably believes should be addressed in such transition plan.\nThe Buyer and the Sellers shall use reasonable efforts to cause their\nrepresentatives on such transition team to cooperate in good faith and take all\nreasonable steps necessary to develop a mutually acceptable transition plan\nduring such period.\n\n          Article 5.  Conditions to Obligations of the Buyer.\n                      -------------------------------------- \n\n          The obligations of the Buyer to consummate the transactions\ncontemplated by this Agreement are, at its option, subject to satisfaction of\neach of the following conditions:\n\n          5.1  Representations and Warranties.  (a) The representations and\n               ------------------------------                              \n     warranties of the Sellers contained herein (other than the Special\n     Representations) shall be true and correct in all material respects (other\n     than those representations and warranties that are qualified by Material\n     Adverse Effect, which shall be true and correct in all respects) at and as\n     of the Closing Date as though each such representation and warranty were\n     made at and as of such time, other than such representations and warranties\n     as are made as of a specific date, in each case except for changes that are\n     expressly contemplated by this Agreement, and \n\n \n                                                                              37\n\n     except for such failures to be true and correct that (without regard to\n     materiality concepts therein once such failure is established) would not,\n     individually or in the aggregate, reasonably be expected to have a Material\n     Adverse Effect.\n\n          (b)  The representations and warranties of the Sellers contained in\n     Sections 2.4(a), 2.4(c), 2.4(d), 2.5 and 2.6 and the first sentence of\n     Section 2.4(b) (collectively, the \"Special Representations\") shall be true\n     and correct in all respects at and as of the Closing Date.\n\n          5.2  Performance by the Sellers.  All of the covenants and agreements\n               --------------------------                                      \n     to be complied with and performed by the Sellers on or before the Closing\n     Date shall have been complied with or performed in all material respects.\n\n          5.3  Certificate.  The Sellers shall have delivered to the Buyer a\n               -----------                                                  \n     certificate, dated as of the Closing Date, executed on behalf of the\n     Sellers by their duly authorized officers to the effect of Sections 5.1 and\n     5.2.\n\n          5.4  Consents; No Objections.  (a)  The applicable waiting periods\n               -----------------------                                      \n     (and any extension thereof) under the HSR Act shall have expired or been\n     terminated; and\n\n          (b)  All approvals for the Sale from the FCC and PUCs, and all\n     material consents from third parties, shall have been obtained and become\n     final and non-appealable (provided that if any appeal or a petition for\n     reconsideration is filed after any such approval has been obtained, such\n     approval shall be deemed to be final and non-appealable unless the Buyer\n     shall have delivered to the Sellers an opinion of counsel rendered in good\n     faith that it is probable that such approval will be reversed and\/or\n     vacated upon any such appeal or petition for reconsideration) (i) other\n     than those the failure of which to be obtained would not reasonably be\n     expected to have, individually or in the aggregate, a Material Adverse\n     Effect, and (ii) without the imposition of conditions that would\n     individually or in the aggregate, reasonably be expected to have a Material\n     Adverse Effect or a Buyer Material Adverse Effect.\n\n          5.5  No Proceedings or Litigation.  No preliminary or permanent\n               ----------------------------                              \n     injunction or other order issued by any United States federal or state\n     Governmental Authority, nor any Law promulgated or enacted by any United\n     States federal or state Governmental Authority, that restrains, enjoins or\n     otherwise prohibits the transactions contemplated hereby or limits the\n     ability in any respect of the rights of any Company or Company Subsidiary\n     to hold its assets and conduct the Frontier LEC Business as it is being\n     conducted as of the Closing Date such as to have a Material Adverse Effect\n     or a Buyer Material Adverse Effect, or imposes civil or criminal penalties\n     on any stockholder, director or officer of the Buyer if such transactions\n     are consummated, shall be in effect; provided, however, that the provisions\n                                          --------  -------                     \n     of this Section 5.5 shall not be available to any party whose failure to\n     fulfill its obligations pursuant to Section 4.4 shall have been the cause\n     of, or shall have resulted in, such order or injunction.\n\n \n                                                                              38\n\n          5.6  No Material Events.  Since the date hereof, there have not been\n               ------------------                                             \n     any circumstances, changes in or effects on the Frontier LEC Business that,\n     individually or in the aggregate, had or would in the reasonably\n     foreseeable future have a Material Adverse Effect.\n\n          Article 6.  Conditions to Obligations of the Seller.\n                      --------------------------------------- \n\n          The obligations of the Seller to consummate the transactions\ncontemplated by this Agreement are, at its option, subject to satisfaction of\neach of the following conditions:\n \n          6.1  Representations and Warranties.  The representations and\n               ------------------------------                          \n     warranties of the Buyer contained herein shall be true and correct in all\n     material respects (other than those representations and warranties that are\n     qualified by Material Adverse Effect, which shall be true and correct in\n     all respects) at and as of the Closing Date as though each such\n     representation and warranty were made at and as of such time, other than\n     such representations and warranties as are made as of a specific date, in\n     each case except for changes that are expressly contemplated by this\n     Agreement, and except for such failures to be true and correct that\n     (without regard to materiality concepts therein once such failure is\n     established) would not, individually or in the aggregate, reasonably be\n     expected to have a Material Adverse Effect on the business, results of\n     operations or financial condition of the Buyer and its Subsidiaries, taken\n     as a whole.\n\n          6.2  Performance by the Buyer.  All of the covenants and agreements to\n               ------------------------                                         \n     be complied with and performed by the Buyer on or prior to the Closing Date\n     shall have been complied with or performed in all material respects.\n\n          6.3  Certificate.  The Buyer shall have delivered to the Sellers a\n               -----------                                                  \n     certificate, dated as of the Closing Date, executed on behalf of the Buyer\n     by its duly authorized officers to the effect of Sections 6.1 and 6.2.\n\n          6.4  Consents; No Objections.  (a)  The applicable waiting periods\n               -----------------------                                      \n     (and any extension thereof) under the HSR Act shall have expired or been\n     terminated; and\n\n          (b)  All approvals for the Sale from the FCC and PUCs, and all\n     material consents from third parties, shall have been obtained and become\n     final and non-appealable (provided that if any appeal or a petition for\n     reconsideration is filed after any such approval has been obtained, such\n     approval shall be deemed to be final and non-appealable unless the Seller\n     shall have delivered to the Buyer an opinion of counsel rendered in good\n     faith that it is probable that such approval will be reversed and\/or\n     vacated upon any such appeal or petition for reconsideration) (i) other\n     than those the failure of which to be obtained would not reasonably be\n     expected to have, individually or in the aggregate, a Material Adverse\n     Effect and (ii) without the imposition of conditions that would\n     individually or in the aggregate, reasonably be expected to have a Material\n     Adverse Effect or an adverse effect (other than an immaterial effect) in\n     the business, results of operations \n\n \n                                                                              39\n\n     or financial condition of the Sellers or their Subsidiaries (other than the\n     Companies and the Company Subsidiaries).\n\n          6.5  No Proceedings or Litigation.  No preliminary or permanent\n               ----------------------------                              \n     injunction or other order issued by any United States federal or state\n     Governmental Authority, nor any Law promulgated or enacted by any United\n     States federal or state Governmental Authority, that restrains, enjoins or\n     otherwise prohibits the transactions contemplated hereby or limits the\n     ability in any respect of the rights of any Company to hold its assets and\n     conduct the Frontier LEC Business as it is being conducted as of the\n     Closing Date such as to have a Material Adverse Effect or an adverse effect\n     (other than an immaterial effect) in the business, results of operations or\n     financial condition of the Sellers or their Subsidiaries (other than the\n     Companies and the Company Subsidiaries), or imposes civil or criminal\n     penalties on any stockholder, director or officer of the Buyer if such\n     transactions are consummated, shall be in effect; provided, however, that\n                                                       --------  -------      \n     the provisions of this Section 5.5 shall not be available to any party\n     whose failure to fulfill its obligations pursuant to Section 4.4 shall have\n     been the cause of, or shall have resulted in, such order or injunction.\n\n          6.6  Purchase Price Adjustment Limitation.  The Performance Adjustment\n               ------------------------------------                             \n     component of the Estimated Adjustment, if any, shall not exceed\n     $200,000,000.\n\n          Article 7.  Tax Matters.\n                      ----------- \n\n          7.1  Liability for Taxes.  (a)  The Sellers shall be liable for and\n               -------------------                                           \nshall indemnify the Buyer as the case may be, for (i) all Taxes (as defined\nbelow) imposed on the Companies or Company Subsidiaries, or for which the\nCompanies or Company Subsidiaries may otherwise be liable, for any taxable year\nor period that ends on or before the Closing Date (\"Pre-Closing Tax Periods\")\nand, with respect to any portion of a taxable year or period beginning before\nand ending after the Closing Date (\"Straddle Period\"), the portion of such\nStraddle Period ending on and including the Closing Date, and (ii) all\nliabilities imposed on the Companies or Company Subsidiaries on or before the\nClosing Date under Treasury Regulations Section 1.1502-6 (or any similar\nprovision of state, local or foreign law) for Taxes of the Sellers or any other\ncorporation which is affiliated with Sellers (other than the Companies and\nCompany Subsidiaries).\n\n          (b)  The Buyer shall be liable for, and shall indemnify the Sellers\nand their Affiliates for, all Taxes imposed on the Sellers or any of their\nAffiliates with respect to the Companies and Company Subsidiaries for any\ntaxable year or period that begins after the Closing Date and, with respect to a\nStraddle Period, the portion of such Straddle Period beginning after the Closing\nDate.\n\n          (c)  For purposes of this Section 7.1, whenever it is necessary to\ndetermine the liability for Taxes of the Companies and Company Subsidiaries for\na portion of a Straddle Period:\n\n                    (i)   real, personal and intangible property Taxes\n          (\"property Taxes\") for the Pre-Closing Tax Period shall equal to the\n          amount of such property \n\n \n                                                                              40\n\n          Taxes for the entire Straddle Period multiplied by a fraction, the\n          numerator of which is the number of days during the Straddle Period\n          that are in the Pre-Closing Tax Period and the denominator of which is\n          the number of days in the Straddle Period; and\n\n                    (ii)   all other Taxes for the Pre-Closing Tax Period shall\n          be determined by assuming that the Companies and Company Subsidiaries\n          had a taxable year or period that ended at the close of the Closing\n          Date.\n\n          (d)  The Buyer covenants that it will not cause or permit any Company\n     or Company Subsidiary or any Affiliate of the Buyer (i) to take any action\n     on the Closing Date other than in the ordinary course of business,\n     including but not limited to the distribution of any dividend or the\n     effectuation of any redemption, that could give rise to any Tax liability\n     or reduce any Tax attribute of the Sellers or any affiliated group of which\n     the Sellers are members or (ii) to make or change any Tax election, amend\n     any Tax Return or take any Tax position on any Tax Return, take any action,\n     omit to take any action or enter into any transaction that results in any\n     increased Tax liability or reduction or any Tax attribute of the Sellers or\n     any affiliated group of which the Sellers are members in respect of any\n     Pre-Closing Tax Period. The Buyer agrees that the Sellers or any affiliated\n     group of which the Sellers are members shall have no Tax liability or\n     reduction of any Tax attribute resulting from any action referred to in the\n     preceding sentence and agrees to indemnify and hold harmless the Sellers or\n     any affiliated group of which the Sellers are members against any such Tax\n     and any loss, liability, claim, damage, expense or Tax in connection\n     therewith.\n\n          7.2  Tax Refunds. The Sellers shall be entitled to any refund or\n               -----------                                                \ncredit of any Taxes of the Companies and Company Subsidiaries, including\ninterest paid thereon, with respect to Pre-Closing Tax Periods or the portion of\nany Straddle Periods ending on and including the Closing Date. The Sellers shall\nhave the right to determine whether any claim for refund for such Taxes shall be\nmade on behalf of the Sellers by the Companies or Company Subsidiaries.  If the\nSellers elect to make a claim for refund, the Buyer, the Companies and the\nCompany Subsidiaries shall cooperate fully in connection therewith.\nNotwithstanding the foregoing, the Sellers shall not be entitled to make any\nclaim for refund of Taxes which would materially adversely affect the liability\nfor Taxes of the Buyer, the Companies or the Company Subsidiaries for any period\nafter the Closing Date without the prior written consent of the Buyer; provided,\nhowever, that such consent shall not be unreasonably withheld and such consent\nshall not be necessary to the extent that the Sellers have indemnified the Buyer\nagainst the effects of any such settlement. The Sellers shall reimburse the\nBuyer, the Companies and the Company Subsidiaries for reasonable out-of-pocket\nexpenses incurred in providing such cooperation.\n\n          7.3  Adjustment to Purchase Price. The Buyer and the Sellers agree to\n               ----------------------------                                    \nreport any indemnification payment made by the Sellers under Section 7.1 as an\nadjustment to purchase price, contribution to capital, or other non-taxable\namount to the extent that there is substantial authority for such reporting\nposition under applicable law.\n\n \n                                                                              41\n\n          7.4  Amended Returns.  The Sellers shall be responsible for filing any\n               ---------------                                                  \namended consolidated, combined or unitary Tax Returns for any Pre-Closing Tax\nPeriod or Straddle Period of the Company and Company Subsidiaries which are\nrequired as a result of examination adjustments made by the Internal Revenue\nService or by the applicable state, local or foreign taxing authorities for such\ntaxable years or periods as finally determined; provided, however, that such Tax\nReturns, to the extent they relate to the Companies or Company Subsidiaries\nshall be prepared in a manner consistent with past practices to the extent that\npreparing them in such a manner is permissible by the Internal Revenue Service\nor by the applicable state, local or foreign taxing authorities.  The Sellers\nshall provide notice to the Buyer of all such provided returns to the extent\nthey relate to the Companies or Company Subsidiaries.  For those jurisdictions\nin which separate Tax Returns are filed by the Company or Company Subsidiaries\nfor any Pre-Closing Tax Period or Straddle Period, any required amended returns\nresulting from such examination adjustments, as finally determined, shall be\nprepared by the Sellers and furnished to the Buyer for review and comment ten\ndays prior to the due date for filing such returns and the Sellers shall\nincorporate all reasonable comments of the Buyer.  Buyer shall cause to be\nexecuted all waivers of statute of limitations or powers of attorney as may be\nnecessary for Sellers to exercise their rights under this Section.\n\n          7.5  Tax Returns.  The Sellers shall prepare, or cause to be prepared,\n               -----------                                                      \nand file or cause to be filed when due, including extensions thereof, all Tax\nReturns that are required to be filed with respect to the Companies and Company\nSubsidiaries for Pre-Closing Tax Periods and shall pay any Taxes due in respect\nof such Tax Returns, and the Buyer shall file or cause to be filed when due all\nTax Returns that are required to be filed subsequent to the Closing with respect\nto the Companies and Company Subsidiaries for taxable years or periods beginning\nand ending after the Closing Date and shall timely pay any Taxes due in respect\nof such Tax Returns. The Sellers shall have the right to prepare or cause to be\nprepared all unitary, combined, or consolidated Tax Returns that are required to\nbe filed with respect to the Companies and Company Subsidiaries for any Straddle\nPeriod. Buyer shall prepare or cause to be prepared any other Straddle Period\nTax Returns. Any such Straddle Period Tax Return (regardless of which party\nprepares it) shall be prepared in a manner consistent with past practices and\nwithout a change of any election or accounting method and shall be submitted by\nthe preparing party to the other party (together with schedules, statements and\nsupporting documentation) at least 30 days prior to the due date (including\nextension of such Tax Return), provided, however, that with respect to sales tax\nreturns, such returns shall be submitted by the preparing party to the other\nparty at least five days prior to the due date. Such other party shall have the\nright to review all work papers and procedures used to prepare any such Tax\nReturn solely to the extent that such work papers and procedures relate to the\nCompanies and the Company Subsidiaries. If such other party, within ten Business\nDays after delivery of any such Tax Return, notifies the preparing party in\nwriting that it objects to any of the items in such Tax Return solely to the\nextent that such items relate to the Companies or the Company Subsidiaries, the\npreparing party shall attempt in good faith to resolve the dispute and, if they\nare unable to do so, the disputed items shall be resolved (within a reasonable\ntime, taking into account the deadline for filing such Tax Return) by an\ninternationally recognized independent accounting firm chosen by and mutually\nacceptable to both the Buyer and the Sellers. Upon resolution of all such items,\nthe relevant Tax Return shall be adjusted to reflect such resolution and shall\nbe binding upon the parties without further \n\n \n                                                                              42\n\nadjustment. The costs, fees and expenses of such accounting firm shall be born\nequally by the Buyer and the Sellers.\n\n          7.6  Tax Contest Provisions.  Whenever the Buyer receives a notice of\n               ----------------------                                          \nany pending or threatened Tax audit or assessment for any Pre-Closing Tax Period\nor Straddle Period, the Buyer shall promptly inform the Sellers in writing. The\nSellers shall have the right to control, at their own cost, any resulting\nproceedings respect to any Pre-Closing Tax Period and to determine whether and\nwhen to settle any such claim, assessment or dispute. The Buyers and the Sellers\nshall jointly control any resulting proceedings with respect to any Straddle\nPeriod and shall jointly determine whether and when to settle any such claim,\nassessment or dispute. Notwithstanding the foregoing, the Sellers shall not be\nentitled to settle, either administratively or after the commencement of\nlitigation, any claim for Taxes which would materially adversely affect the\nliability for Taxes of the Buyer, the Companies or the Company Subsidiaries for\nany period after the Closing Date without the prior written consent of the\nBuyer. Such consent shall not be unreasonably withheld, and shall not be\nnecessary to the extent that the Sellers have indemnified the Buyer against the\neffects of any such settlement. Whenever any taxing authority sends a notice of\nan audit, initiates an examination of any Company or Company Subsidiary or\notherwise asserts a claim, makes an assessment or disputes the amount of Taxes\nfor any taxable period beginning after the Closing Date, the Sellers shall\npromptly inform the Buyer in writing, and the Buyer shall have the right to\ncontrol, at its cost, any resulting proceedings and to determine whether and\nwhen to settle any such claim, assessment or dispute. Notwithstanding the\nforegoing, the Buyer shall not be entitled to settle, either administratively or\nafter the commencement of litigation, any claim for Taxes which would materially\nadversely affect the liability for Taxes of the Sellers without the prior\nwritten consent of the Sellers, provided that such consent shall not be\nunreasonably withheld. The Buyer shall cause to be executed all waivers of\nstatute of limitations or power of attorneys as may be necessary for the Sellers\nto exercise their rights under this Section. The Buyer shall not execute any\nwaivers of the statute of limitations for the Companies or Company Subsidiaries\nfor any Pre-Closing Period without the consent of the Sellers.\n\n          7.7  Termination of Tax Allocation Agreements.  Any and all tax\n               ----------------------------------------                  \nallocation or sharing agreements or arrangements, whether or not written, that\nmay have been entered into by and between the Sellers and its affiliates, on the\none hand, and the Companies and Company Subsidiaries, on the other hand, shall\nbe terminated as to the Companies and Company Subsidiaries as of the Closing\nDate, and no payments which are owed by or to the Companies or Company\nSubsidiaries pursuant thereto shall be made thereunder. After the Closing Date,\nthis Agreement shall be the sole Tax sharing agreement relating to the Companies\nand Company Subsidiaries for all Pre-Closing Tax Periods.\n\n          7.8  Assistance and Cooperation.  Each of the Buyer and the Sellers\n               --------------------------                                    \nwill provide the other with such assistance as may reasonably be requested by\neach of them in connection with the preparation of any Tax Return, any audit or\nother examination by any taxing authority, or any judicial or administrative\nproceedings relating to liability for Taxes, and each provide the other with any\nrecords or information which may be relevant to such Tax Return, audit or\nexamination, proceedings or determination.  Such assistance shall include making\nemployees available on a \n\n \n                                                                              43\n\nmutually convenient basis to provide additional information and explanation of\nany material provided hereunder and shall include providing copies of any\nrelevant Tax Return and supporting work schedules. The party requesting\nassistance hereunder shall reimburse the other for reasonable expense incurred\nin providing such assistance.\n\n          7.9   Transfer and Conveyance Taxes. The Sellers, on the one hand, and\n                -----------------------------                               \nthe Buyer, on the other hand, shall each be liable for and shall pay one-half of\nall applicable sales, transfer, recording, deed, stamp and other similar taxes,\nincluding, without limitation, any real property transfer or gains taxes (if\nany), resulting from the consummation of the transactions contemplated by this\nAgreement.\n\n          7.10  Global Crossing Options.  (a)  The Sellers shall be entitled to\n                -----------------------                                        \nclaim any and all deductions (the \"Option Deductions\"), for all federal, state,\nlocal and foreign purposes, attributable to the exercise by any of the employees\nof the Frontier LEC Business of any Global stock options, and the Buyer shall\nnot take, nor permit the Companies or Company Subsidiaries to take, any position\nor action (including, without limitation, the filing of any Tax Returns) which\nwould interfere with, or be inconsistent with, the Sellers claiming the Option\nDeductions.\n\n          (b)   If, pursuant to a final determination (within the meaning of\nSection 1313 of the Code), the Sellers are not entitled to claim all or any\nportion of the Option Deductions, then (i) the Buyer shall, at the Sellers'\nexpense, take all actions, including without limitation, promptly filing, or\ncausing the Companies or Company Subsidiaries to file, amended Tax Returns, as\nare necessary to allow the Companies or Company Subsidiaries to claim the Option\nDeductions, and (ii) shall pay, or cause the Companies or Company Subsidiaries\nto pay, to the Sellers all refunds or credits received by the Sellers or the\nCompanies or Company Subsidiaries attributable to the Option Deductions within\nten days after receipt of such refund (or, in the case of a credit, within ten\ndays after the credit is allowed or applied against any other Tax liability).\n\n          7.11  Carryback of Net Operating Losses.  The Buyer, the Companies and\n                ---------------------------------                               \nthe Company Subsidiaries shall make any and all elections under Section\n172(b)(3) of the Code and any corresponding provisions of state, local or\nforeign law to relinquish the entire carryback period with respect to any net\noperating loss attributable to the Companies or the Company Subsidiaries in any\ntaxable period beginning after the Closing Date that could be carried back to a\ntaxable year of the Companies or the Company Subsidiaries ending on or before\nthe Closing Date.\n\n          7.12  Survival.  Claims for indemnification under Section 7.1 shall\n                --------                                                     \nsurvive until the expiration of the applicable statute of the limitations\n(including any extensions or waivers of such statutes).\n\n          Article 8.  Employee Benefit and Labor Matters.\n                      ---------------------------------- \n\n          8.1  Continuation of Employee Benefits.  From and after the Closing\n               ---------------------------------                             \nDate and except as otherwise expressly provided in this Article 8, the Buyer\nshall, and shall cause the Companies and Company Subsidiaries to:\n\n \n                                                                              44\n\n          (a)  Provide, until three years after the Closing Date (the \"Benefit\n     Continuation Period\"), benefits that in the aggregate are no less favorable\n     than the benefits provided, in the aggregate, under the Employee Benefit\n     Plans to the current employees of the Frontier LEC Business (the \"Business\n     Employees\") immediately prior to the Closing.  For purposes of this\n     Agreement, \"Business Employees\" shall refer only to those individuals who\n     are actively employed by the Frontier LEC Business on the Closing Date, or\n     who are on vacation, disability, family leave, layoff or other leaves of\n     absence which have been agreed or consented to (or protected by applicable\n     law) on such Closing Date and who in any case where they are not actively\n     employed on the Closing Date actually return to active service with the\n     Surviving Corporation of the Buyer within 12 months (or such longer period\n     protected by applicable law) after the Closing Date.  Not in limitation of\n     the foregoing but for clarification, during the Benefit Continuation Period\n     the Buyer shall, or shall cause the Companies and Company Subsidiaries, to\n     maintain a severance program that provides payments and benefits to\n     Business Employees whose employment terminates during such period that are\n     not less than the payments and benefits provided for under the Change in\n     Control Severance Plan for Salary Band Levels 25 and above, as maintained\n     by GCNA (the \"Severance Plan\") (assuming, for purposes of such plan, that a\n                   --------------                                               \n     change of control has already occurred) for the same type of termination.\n     Notwithstanding the foregoing, nothing herein shall require (i) the\n     continuation of any particular employee benefit plan or contribution levels\n     or prevent any amendment or termination thereof (subject to the\n     maintenance, in the aggregate, of the benefits as provided in the preceding\n     sentence) or (ii) require the Buyer to continue or maintain any stock\n     purchase or other equity plan related to the equity of Global or the Buyer.\n     Notwithstanding the foregoing, until September 29, 2001, the Buyer shall,\n     or shall cause the Company and the Company Subsidiaries to, maintain\n     benefits that are equivalent to the benefits provided under the Employee\n     Telecommunications Benefit program, the Educational Assistance Fund, the\n     Educational Assistance Program and the Executive Perquisite program;\n     provided, however, that Sellers shall assume or retain all liabilities with\n     --------  -------                                                          \n     respect to benefits accrued or payable under the foregoing four programs to\n     the extent incurred as of the Closing Date (which for purposes of the\n     Educational Assistance Fund shall mean that any four-year scholarship\n     awarded prior to the Closing Date shall be deemed incurred with respect to\n     all four years of such scholarship so long as the student remains eligible\n     for such scholarship under the terms of such Fund).  In the event of any\n     sale, transfer or other disposition by the Buyer of all or any part of the\n     Frontier LEC Business or of the Companies and\/or the Company Subsidiaries\n     (whether by merger, sale of stock or assets or otherwise) (any such event,\n     a \"Sale\") prior to the end of the Benefit Continuation Period, the Buyer\n     shall cause any such purchaser to assume and perform all obligations of the\n     Buyer under this Section 8.1(a) for not less than the balance of the\n     Benefit Continuation Period.\n\n          (b)  (i) Waive any limitations to pre-existing conditions, exclusions\n     and waiting periods with respect to participation and coverage requirements\n     applicable to the Business Employees under any welfare benefit plan in\n     which such employees may be eligible to participate after the Closing to\n     the extent that such limitations did not apply or had been \n\n \n                                                                              45\n\n     satisfied by such Business Employees and their covered dependents, (ii)\n     provide each Business Employee with credit for any co-payments and\n     deductibles paid prior to the Closing for the year in which the Closing\n     occurs in satisfying any applicable deductible or out-of- pocket\n     requirements under any welfare benefit plan in which such employees may be\n     eligible to participate after the Closing, and (iii) recognize all service\n     of the Business Employees rendered as employees of the Sellers, and during\n     the period that the Companies and the Company Subsidiaries were\n     Subsidiaries of the Sellers, for all purposes (including, without\n     limitation, purposes of eligibility to participate, vesting credit,\n     entitlement for benefits, and benefit accrual (except for purposes of\n     benefit accrual under any defined benefit cash balance pension plan) in any\n     benefit plan in which such employees may be eligible to participate after\n     the Closing, to the same extent taken into account under a comparable\n     Employee Benefit Plan immediately prior to the Closing Date.\n\n          8.2  Termination of Participation in Employee Benefit Plans; Defined\n               ---------------------------------------------------------------\nBenefit Pension Plans.  Except as set forth herein, the Buyer shall not, and\n---------------------                                                       \nshall cause the Companies and Company Subsidiaries not to, assume any Employee\nBenefit Plans maintained or sponsored by the Sellers.  Effective as of the\nClosing Date, the Business Employees shall cease to participate in any of the\nEmployee Benefit Plans maintained or sponsored by the Sellers, and the Companies\nand Company Subsidiaries shall cease to be contributing employers under any\nEmployee Benefit Plan.  In addition, with respect to any Employee Benefit Plan\nthat is a defined benefit pension plan (collectively, the \"Sellers' Pension\n                                                           ----------------\nPlans\"), the Sellers shall not transfer any assets or liabilities with respect\n-----                                                                         \nto any Business Employees who participated in any such plans immediately prior\nto the Closing Date; provided, however, that the Sellers shall cause the\n                     --------  -------                                  \napplicable Sellers' Pension Plans to recognize all service provided by the\nBusiness Employees after the Closing Date to the Buyer, the Companies and the\nCompany Subsidiaries (collectively, the \"Buyer Group\") for purposes of\n                                         -----------                  \neligibility for the commencement of benefits thereunder; and provided, further,\n                                                             --------  ------- \nin connection with the foregoing, (i) Buyer shall, or shall cause the applicable\nmember of the Buyer Group, to provide the Sellers with written notice of the\ntermination of employment occurring after the Closing Date of any Business\nEmployee who participated in the Sellers' Pension Plan prior to the Closing Date\n(a \"Termination Notice\") and (ii) in the event of any Sale whereby the Business\n    ------------------                                                         \nEmployees are transferred from Buyer or otherwise outside of the Buyer Group,\n(x) Buyer shall, or shall cause the applicable member of the Buyer Group to\ncontinue to provide such Termination Notice even after such Sale or (y) Buyer\nshall cause the acquiring entity to agree to provide such Termination Notice\nafter such Sale.\n\n          8.3  Defined Contribution Plan.  (a) As soon as reasonably practicable\n               -------------------------                                        \nafter the Closing Date, the Buyer shall, or shall cause the Buyer Group to,\nprovide a defined contribution plan for the benefit of the Business Employees\n(which plan may be an existing plan or plans of the Buyer) (the \"Successor\n401(k) Plan\"), that has those features that are provided for in the Sellers'\n401(k) Plan, which are required by Section 411(d)(6) of the Code to be provided\nby the Successor 401(k) Plan (the \"Protected Benefits\").  In addition, the Buyer\nshall, or shall cause the Buyer Group to, take all necessary actions, if any, to\nqualify such plan under the applicable provisions of the Code and shall make any\nand all filings and submissions to the appropriate governmental agencies\nrequired to be made by it in connection with the transfer of assets described\nbelow.  As soon as reasonably practicable following the delivery to the Sellers\nof a \n\n \n                                                                              46\n\nfavorable determination letter from the Internal Revenue Service regarding the\nqualified status of the Successor 401(k) Plan (or, if earlier, the delivery of\nan opinion of the Buyer's counsel, reasonably satisfactory to the Sellers, to\nsuch effect), the Sellers shall cause the trustee of the Sellers' 401(k) Plan to\ntransfer, in the form of cash and marketable securities (or such other form as\nmay be agreed by the Buyer and the Sellers) (the \"Assets\"), the full account\nbalances of the Business Employees (which account balances shall be fully\nvested) under the Sellers' 401(k) Plan (which account balances will have been\ncredited with appropriate earnings attributable to the period from the Closing\nDate to the date of transfer described herein), reduced by any necessary benefit\nor withdrawal payments to or in respect of Business Employees occurring during\nthe period from the Closing Date to the date of transfer described herein, to\nthe appropriate trustee as designated by the Buyer under the trust agreement\nforming a part of the Successor 401(k) Plan. With respect to that portion of the\nAssets that is comprised of shares of capital stock of Global (\"Global Stock\"),\nBuyer shall cause the trustee of the Successor 401(k) Plan to hold such shares\nin trust for the benefit of the Business Employees until such time as any such\nemployee elects to dispose of his or her shares; and provided, further, that in\nno event shall the Successor 401(k) Plan be required to permit participants to\notherwise invest in Global Stock, whether with additional contributions made\ninto such plan, reallocation of other Assets of a participant's account, or\notherwise. In consideration for the transfer of assets described herein, the\nBuyer shall, or shall cause the Buyer Group to, effective as of the date of\ntransfer described herein, assume all of the obligations of the Sellers in\nrespect of the account balances accumulated by Business Employees under the\nSellers' 401(k) Plans on or after the Closing Date.\n\n     (b)  Notwithstanding anything provided in Section 8.3(a) to the\ncontrary, in the event that the provision of the Protected Benefits would impose\nupon the Buyer or the Buyer Group material costs and expenses of administration\nthat the parties reasonably agree would impose an unreasonable and substantial\nburden on the Buyer (or the Buyer Group, as applicable), the trustee of the\nSuccessor 401(k) Plan shall not be required to accept the transfer of account\nbalances from the Sellers' 401(k) Plan pursuant to Section 8.3(a); provided,\n                                                                   -------- \nhowever, the parties agree that it would constitute an unreasonable and\n-------                                                                \nsubstantial burden on Buyer or the Buyer Group if the Buyer were required,\nsolely for the purposes of accepting the trustee-to-trustee transfer of Assets\n(pursuant to Section 8.3(a), above), to establish a new and separate defined\ncontribution plan.  In lieu of such trustee-to-trustee transfer, the Sellers\nshall take any actions reasonably necessary to provide for a distribution to the\nBusiness Employees of their vested account balances pursuant to Section\n401(k)(10) of the Code, to the extent that such employees elect to receive such\ndistributions, and the Buyer shall, or shall cause the Buyer Group to, take any\nactions reasonably necessary to cause the Successor 401(k) Plan to receive any\nsuch distributions (in cash and in shares of Global Stock, as applicable) which\nany such Business Employee may elect to roll over into such 401(k) plan.  In\naddition, in the event any such Business Employee elects to roll over his or her\nvested account balances into the Successor 401(k) Plan, the Buyer shall take all\nactions necessary to permit such Business Employee to roll over any loan balance\noutstanding under the Sellers 401(k) Plan prior to the Closing Date, to the\nextent permitted by applicable Law.\n\n     (c)  Notwithstanding anything in this Agreement to the contrary, in no\nevent shall the Sellers transfer, or cause to be transferred, the assets, if\nany, of, or liabilities with respect to the \n\n \n                                                                              47\n\nBusiness Employees under, either the Supplemental Management Pension Plan or the\nSupplemental Retirement Savings Plan.\n\n          8.4  Post-Retirement Benefits.  (a)  Sellers shall retain or assume\n               ------------------------                                      \nthe liability for all post-retirement medical and\/or life insurance benefits\n(the \"Post Retirement Welfare Benefits\") for (i) any former employee of the\nFrontier LEC Business who, as of the Closing Date, was either retired or\notherwise terminated employment with the Sellers prior to the Closing Date and\nwas entitled to Post-Retirement Welfare Benefits from the Sellers at such time,\nor (ii) is a non-Union Employee, whether or not eligible for post-retirement\nwelfare benefits as of the Closing Date (even if they continue their employment\nwith the Buyer or the Buyer Group after the Closing Date); provided, however,\n                                                           --------  ------- \nthat the foregoing benefits shall be secondary to any medical or life insurance\nbenefit coverage that such a person described in clauses (i) or (ii), above may\notherwise be eligible to receive under any plan, program or arrangement provided\nby the Buyer or any member of the Buyer Group or pursuant to any Assumed CBAs.\n\n          (b)  With respect to any Business Employee who is a Union Employee as\nof the Closing Date, the Buyer shall assume all liabilities, obligations and\nresponsibilities with respect to providing Post-Retirement Welfare Benefits, if\nany, to such employees under any Assumed CBAs or any Post-Retirement Welfare\nBenefits programs which the Buyer or the Buyer Group maintain for such employees\nafter the Closing Date.\n\n          (c)  As soon as practicable on or after the Closing Date, the Sellers\nshall transfer any assets that are dedicated or otherwise allocated exclusively\nfor the purpose of funding and determining the accrued liability with respect to\nthe Post-Retirement Welfare Benefits of the Union Employees assumed by the Buyer\npursuant to Section 8.4(b), above.  To the extent such transfer occurs after the\nClosing Date, the amount of the transfer shall equal the assets as of the\nClosing Date plus the interest on such assets accrued from the Closing Date to\n             ----                                                             \nthe date the assets are transferred hereunder, at a rate equal to the assumed\ndiscount rate used to value the foregoing liability as of the Closing Date (as\nset forth in the Buck Consulting Report), adjusted by any contributions made by,\n                                          -------- --                           \nor payments made to, the Union Employees in respect of the Post-Retirement\nWelfare Benefits prior to the date the foregoing assets are transferred.\n\n          8.5  Collective Bargaining Agreements.  Effective on and after the\n               --------------------------------                             \nClosing Date, the Buyer shall assume all of the collective bargaining agreements\n(including, without limitation, pursuant to the specified provisions of the\ncollective bargaining agreements set forth in Section 8.5 of the Disclosure\nSchedule) (all such agreements, the \"Assumed CBAs\") and other labor contracts\nwith respect to any Business Employees existing immediately prior to the Closing\nDate (including, without limitation, the obligation, if any, to contribute to\nany multiemployer pension or welfare plans) and to continue, to the extent\nrequired under such agreements and other contracts, to employ all of the\nBusiness Employees covered by such agreements, whether or not then actively at\nwork, including, without limitation, any Business Employees who are on vacation\nleave, leave of absence, sick leave or disability leave for the periods set\nforth therein.  The Buyer shall also honor any reemployment rights of any\ncurrent or former Business Employees including, but not limited to, any such\npersons who are receiving long-term disability benefits as of the Closing Date.\n\n \n                                                                              48\n\n\n          8.6  WARN.  On and for 90 days after the Closing Date, the Buyer shall\n               ----                                                             \nnot, and shall cause the Companies and Company Subsidiaries not to, implement\nany employment terminations, layoffs or hours reductions or take any other\naction which could result in a \"plant closing\" or \"mass layoff\", as those terms\nare defined in the Worker Adjustment and Retraining Notification Act of 1988\n(\"WARN\") or similar events under applicable state law, affecting in whole or in\npart any facility, site of employment or operating unit, or any employee\nemployed by any Company or Company Subsidiary, or which could require either\nSeller, any Company or Company Subsidiary or the Buyer to give notice or take\nany other action required by WARN or applicable state law.\n\n          8.7  Annual Incentive Compensation.  On the Closing Date, the Sellers\n               -----------------------------                                   \nshall pay, or cause to be paid, to all Business Employees a pro rata portion of\nany bonuses otherwise payable in respect of the fiscal year in which the Closing\nDate occurs (the \"Bonuses\") pursuant to the Sellers' annual incentive\ncompensation plans.  The amount of such Bonuses shall be calculated based on the\namounts accrued in respect of such Bonuses on the books and records of the\nFrontier LEC Business as of the end of the month immediately preceding the month\nin which the Closing Date occurs, which Bonuses would otherwise be payable after\nthe end of the applicable fiscal year.\n\n\n          Article 9.  Indemnification.\n                      --------------- \n\n          9.1  Indemnification by the Sellers.  Subject in all respects to the\n               ------------------------------                                 \nprovisions of this Article 8, the Sellers hereby agree jointly and severally to\nindemnify and hold harmless the Buyer and its Affiliates, officers, directors,\nemployees, agents and representatives after the Closing Date from and against\nany Claims and Damages incurred by them arising out of or resulting from\n\n          (a)  any breach on the part of the Sellers of (i) any representation\n     or warranty made by the Sellers in Article 2 hereof (other than those set\n     forth in Section 2.17) or in any certificate delivered pursuant to this\n     Agreement or (ii) any covenant or agreement made by the Sellers in this\n     Agreement; or\n\n          (b)  any matter on the Probable Liabilities List to the extent that\n     the amount of the  expense and\/or loss for such matter becomes capable of\n     being \"reasonably estimated\" (within the meaning of such term under GAAP\n     and determined on a basis consistent with that used to determine the\n     Probable Liabilities List) within 18 months after the Closing Date (a\n     \"Liability Claim\").\n\n          9.2  Indemnification by the Buyer.  Subject in all respects to the\n               ----------------------------                                 \nprovisions of this Article 8, the Buyer hereby agrees, and shall cause the\nCompanies and Company Subsidiaries, jointly and severally to indemnify and hold\nharmless the Sellers and their respective Affiliates, officers, directors,\nemployees, agents and representatives after the Closing Date from and against\nany Claims and Damages incurred by them arising out of or resulting from\n\n \n                                                                              49\n\n          (a)  any breach on the part of the Buyer of (i) any representation or\n     warranty made by the Buyer in Article 3 hereof or in any certificate\n     delivered pursuant to this Agreement or (ii) any covenant or agreement made\n     by the Buyer in this Agreement; or\n\n          (b)  any obligation or liability reflected in the Combined Liabilities\n     or Combined Working Capital used to adjust the Purchase Price pursuant to\n     Section 1.3 to the extent so reflected.\n\n          9.3  Limitations on Indemnification Claims and Liability.  (a)  The\n               ---------------------------------------------------           \nrespective representations and warranties of the Sellers and the Buyer set forth\nin this Agreement or in any certificate delivered pursuant to this Agreement,\nand the opportunity to make a claim for indemnification, or otherwise be\nindemnified or held harmless, under this Article 9 with respect thereto or with\nrespect to (i) any covenant or agreement relating to any action required by this\nAgreement to be taken prior to or at the Closing or (ii) any Liability Claim\nshall survive until, and expire with, and be terminated and extinguished upon,\nthe date that is 18 months after the Closing Date.  Any and all covenants and\nagreements relating to any action required by this Agreement to be taken after\nthe Closing and the obligation of the Buyer with respect to Section 9.2(b) shall\nsurvive the Closing forever and shall not expire with, and be terminated and\nextinguished upon, the Closing.\n\n          (b)  The Sellers shall not be obligated to indemnify or hold harmless\nany Indemnified Party under Section 9.1 (i) for any Claims or Damages incurred\nby such Indemnified Party in connection with any individual occurrence or\nrelated series of occurrences that do not exceed $25,000 or (ii) unless and\nuntil Claims or Damages in respect of the indemnification obligations of the\nSellers under Section 9.1 exceed in the aggregate $50,000,000, following which\n(subject to the provisions of this Article 9) the Sellers shall be obligated to\nindemnify or hold harmless an Indemnified Party only for such Claims or Damages\nwhich, when aggregated with all other Claims and Damages indemnified under\nSection 9.1, exceed such threshold amount or (iii) to the extent that Claims or\nDamages, when aggregated with all other Claims and Damages indemnified under\nSection 9.1, exceed $200,000,000 or (iv) for any matter reflected in the\nCombined Liabilities or Combined Working Capital to the extent used to adjust\nthe Purchase Price pursuant to Section 1.3.  For purposes of this Section\n9.3(b), the amount of any Claims and Damages shall be computed as set forth in\nSection 9.4.\n\n          (c)  In addition to the foregoing limitations and any other\nlimitations under this Agreement, the Sellers shall not be obligated to\nindemnify or hold harmless any Indemnified Party under Section 9.1(b) unless and\nuntil Claims or Damages in respect of Liability Claims exceed in the aggregate\nthe aggregate amount of all matters on the Probable Assets List for which the\nasset values of such matters have become capable of being \"reasonably estimated\"\n(within the meaning of such term under GAAP and determined on a basis consistent\nwith that used to determine the Probable Assets Lists) within 18 months after\nthe Closing Date. To the extent that any matter or any additional matter on the\nProbable Asset List becomes so capable of being \"reasonably estimated\" after an\nindemnification payment has been made with respect to a Liability Claim, the\nBuyer or its Affiliate shall promptly repay to the GCNA such amount of the\nindemnification payment as would not have been paid had the asset value of such\nmatter reduced the original \n\n \n                                                                              50\n\npayment (and any such repayment shall be a credit against any applicable\nindemnification threshold or limitation set forth in Section 9.3(b) hereof) at\nsuch time or times and to the extent such matters become so estimable.\n\n          (d)  Notwithstanding anything to the contrary in this Agreement, the\nindemnifications in Sections 9.1 and 9.2 hereof will be the sole and exclusive\nremedies available to the Buyer or the Sellers, or any of their respective\nAffiliates, officers, directors, employees, agents or representatives, after the\nClosing for breaches of any representations or warranties in this Agreement, or\nany certificate delivered pursuant to this Agreement, or any covenants or\nagreements contained in this Agreement (other than with respect to any covenant\nor agreement relating to any action required by this Agreement to be taken after\nthe Closing or to obligations or liabilities reflected in Combined Liabilities\nor Combined Working Capital), or otherwise in connection with this Agreement\n(other than as provided by Articles 1, 7 and 8).  Any claim for indemnification\nmust be made as provided in Sections 9.5, 9.6 and 9.7 hereof.\n\n          9.4  Computation of Claims and Damages.  Whenever an Indemnifying\n               ---------------------------------                           \nParty is required to indemnify and hold harmless an Indemnified Party from and\nagainst and hold the Indemnified Party harmless from, or to reimburse the\nIndemnified Party for, any item of Claim or Damage under this Agreement, the\nIndemnifying Party will, subject to the provisions of this Article 9, pay the\nIndemnified Party the amount of the Claim or Damage (i) reduced by any amounts\nto which the Indemnified Party actually recovers from third parties in\nconnection with such Claim or Damage (\"Reimbursements\"), (ii) reduced by the Net\nProceeds of any insurance policy payable to the Indemnified Party with respect\nto such Claim or Damage and (iii) reduced appropriately to take into account any\nTax Benefit to the Indemnified Party with respect to such Claim or Damage, net\nof all income Taxes resulting from the indemnification payment.  For purposes of\nthis Section 9.4, (x) \"Net Proceeds\" shall mean the insurance proceeds actually\npaid, less any deductibles, co-payments, premium increases, retroactive premiums\nor other payment obligations (including attorneys' fees and other costs of\ncollection) that relates to or arises from the making of the claim for\nindemnification and (y) \"Tax Benefit\" shall mean any benefit actually realized\nby the Indemnified Party in connection with the Claim or Damage.  The\nIndemnified Party shall use reasonable best efforts to pursue Reimbursements or\nNet Proceeds that may reduce or eliminate Claims and Damages and otherwise to\nmitigate Claims and Damages.  If any Indemnified Party receives any\nReimbursement or Net Proceeds, or realizes a Tax Benefit, after an\nindemnification payment is made which relates thereto, the Indemnified Party\nshall promptly repay to the Indemnifying Party such amount of the\nindemnification payment as would not have been paid had the Reimbursement, Net\nProceeds or Tax Benefit reduced the original payment (and any such repayment\nshall be a credit against any applicable indemnification threshold or limitation\nset forth in Section 9.3(b) hereof) at such time or times as and to the extent\nthat such Reimbursement or Net Proceeds is actually received or such Tax Benefit\nis actually realized.  The Indemnified Party shall make available to the\nIndemnifying Party and its agents and representatives all pertinent records,\nmaterials and information, and provide reasonable access during normal business\nhours to the Indemnified Party's employees, properties, books and records, and\nshall otherwise cooperate with and assist the Indemnifying Party and its agents\nand representatives in reviewing the propriety and the amount of any Claims or\nDamages, including, \n\n \n                                                                              51\n\nwithout limitation, the availability and\/or amounts of Reimbursements, Net\nProceeds and Tax Benefits.\n\n          9.5  Notice of Claims.  Upon obtaining actual knowledge of any Claim\n               ----------------                                               \nor Damage which has given rise to, or could reasonably give rise to, a claim for\nindemnification hereunder, the party seeking indemnification (the \"Indemnified\nParty\") shall, as promptly as reasonably practicable (but in no event later than\n30 days) following the date the Indemnified Party has obtained such knowledge,\ngive written notice (a \"Notice of Claim\") of such claim to the  party or parties\nfrom which indemnification is or will be sought under this Article 9 (the\n\"Indemnifying Party\").  The Indemnified Party shall furnish to the Indemnifying\nParty in good faith and in reasonable detail such information as the Indemnified\nParty may have with respect to such indemnification claim (including copies of\nany summons, complaint or other pleading which may have been served on it and\nany written claim, demand, invoice, billing or other document evidencing or\nasserting the same).  No failure or delay by the Indemnified Party in the\nperformance of the foregoing shall reduce or otherwise affect the obligation of\nthe Indemnifying Party to indemnify and hold the Indemnified Party harmless,\nexcept to the extent that such failure or delay shall have materially adversely\naffected the Indemnifying Party's ability to defend against, settle or satisfy\nany liability, damage, loss, claim or demand for which such Indemnified Party is\nentitled to indemnification hereunder.  For purposes of this Section 9.5, (i) a\nNotice of Claim given in good faith must include to the extent then practicable\na good faith estimate of the amount of the claim and (ii) a Notice of Claim\nshall be deemed to have been given as of the date the Probable Liabilities List\nis agreed upon or otherwise determined with respect to Liability Claims.\nNotwithstanding anything to the contrary in this Agreement, no identification of\nany party as an \"Indemnifying Party\" for purposes of any of the provisions of\nthis Agreement shall constitute any acknowledgment by such party that it is\nliable to any Person under this Article 9.\n\n          9.6  Defense of Third Party Claims.  If any claim set forth in the\n               -----------------------------                                \nNotice of Claim given by an Indemnified Party pursuant to Section 9.5 hereof is\na claim asserted by a third party, the Indemnifying Party shall have 30 days\nafter the date that the Notice of Claim is given or deemed given by the\nIndemnified Party to notify the Indemnified Party in writing of the Indemnifying\nParty's election to defend such third party claim on behalf of the Indemnified\nParty.  If the Indemnifying Party elects to defend such third party claim, the\nIndemnified Party shall make available to the Indemnifying Party and its agents\nand representatives all witnesses, pertinent records, materials and information\nin the Indemnified Party's possession or under the Indemnified Party's control\nas is reasonably required by the Indemnifying Party and shall otherwise\ncooperate with and assist the Indemnifying Party in the defense of such third\nparty claim.  Regardless of which party is defending such third party claim, the\nIndemnified Party shall not pay, settle or compromise such third party claim\nwithout the consent of the Indemnifying Party.  If the Indemnifying Party elects\nto defend such third party claim, the Indemnified Party shall have the right to\nparticipate in the defense of such third party claim, at the Indemnified Party's\nown expense.  In the event, however, that the Indemnified Party reasonably\ndetermines that representation by counsel to the Indemnifying Party of both the\nIndemnifying Party and the Indemnified Party may present such counsel with a\nconflict of interest, then such Indemnified Party may employ separate counsel to\nrepresent or defend it in any such action or proceeding and the Indemnifying\nParty will, subject to the provisions of this Article 9, pay the reasonable fees\nand \n\n \n                                                                              52\n\ndisbursements of such counsel when due under such counsel's customary billing\npractices. If the Indemnifying Party does not elect to defend such third party\nclaim or does not defend such third party claim in good faith, the Indemnified\nParty shall have the right, in addition to any other right or remedy it may have\nhereunder, at the Indemnifying Party's expense, to defend such third party\nclaim; provided, however, that such Indemnified Party's defense of or its\nparticipation in the defense of any such third party claim shall not in any way\ndiminish or lessen the indemnification obligations of the Indemnifying Party\nunder this Article 9. If the Indemnifying Party subsequently reasonably\ndetermines that the Indemnified Party is not defending such third party claim in\ngood faith, the Indemnifying Party shall have the right, in addition to any\nother right or remedy it may have hereunder, to elect to assume the defense of\nsuch third party claim and, to the extent that the Indemnified Party has not\ndefended such third party claim in good faith, and whether or not the\nIndemnifying Party shall have subsequently assumed the defense thereof, the\nindemnification obligations of the Indemnifying Party under this Article 9 shall\nbe reduced or eliminated to the extent that such failure to defend in good faith\nshall have materially adversely affected the Indemnifying Party's ability to\ndefend against, settle or satisfy any liability, damage, loss, claim or demand\nfor which such Indemnified Party is otherwise entitled to indemnification\nhereunder.\n\n          9.7  Special Indemnification Procedures with Respect to Environmental\n               ----------------------------------------------------------------\nMatters.  (a)  Notwithstanding anything to the contrary in this Agreement, with\n-------                                                                        \nrespect to any potential claim for indemnification in connection with, arising\nout of or resulting from any breach on the part of the Sellers of (i) any\nrepresentation or warranty made by the Sellers in Section 2.13 hereof, or in any\nother section of this Agreement or in any certificate delivered pursuant to this\nAgreement relating to matters relating to Environmental Laws or Hazardous\nMaterials, (ii) any covenant or agreement made by the Sellers in this Agreement\nrelating to matters relating to Environmental Laws or Hazardous Materials or\n(iii) any Liability Claim relating to matters relating to Environmental Laws or\nHazardous Materials, which claim relates to the costs of remediation of\nenvironmental conditions (each, a \"Remediation Claim\"), the Notice of Claim\ngiven to the Sellers pursuant to Section 9.5 hereof shall be required to set\nforth the condition requiring such remediation, the proposed remedial actions\n(including the scope of work to be performed) (each, a \"Remediation Action\") and\nan estimate of the cost of such remediation.  The Sellers shall be given the\nright to consult with the Buyer of the Remediation Action covered under this\nSection 9.7. The Indemnified Party shall consult in good faith with the Sellers\nand their representatives with respect to all aspects of the proposed\nRemediation Claim specified in the Notice of Claim, including, without\nlimitation, the form and substance of any communications plan, report or\nsubmission to be given to any Governmental Authority with respect to any\nRemediation Action.  The costs of any environmental surveys or testing, geologic\ntesting or engineering tests conducted in connection with any potential or\nproposed Environmental Claim (other than those required by a Governmental\nAuthority in connection with an identified potential or proposed Environmental\nClaim), including laboratory and analytical fees, or any consultants or\nengineers engaged to assist in any review related thereto, shall be paid for by\nthe party conducting such surveys, testing or tests or engaging such consultants\nor engineers.\n\n          (b)  With respect to any Remediation Actions in excess of $500,000 in\nthe aggregate, the Indemnified Party shall, to the fullest extent practicable,\nseek in good faith competitive written bids from at least three qualified\nsources prior to having any of such \n\n \n                                                                              53\n\nRemediation Actions performed. To the extent that any Indemnified Party will be\nseeking indemnification under the provisions of this Article 9, with respect to\na Remediation Action, indemnification with respect to such Remediation Action\nshall be limited to that required to comply with Environmental Laws and the\nIndemnified Party shall use its reasonable best efforts to minimize the amount\nof any Remediation Claim in connection therewith.\n\n          (c)  The procedures specified in Sections 9.7(a) and 9.7(b) above are\nprovided solely for the purpose of determining the amount of the indemnification\nto which an Indemnified Party is entitled under Section 9.1 hereof with respect\nto a Remediation Claim.  Nothing herein shall be construed to restrict or limit\nin any way the remedial actions actually undertaken or costs of remediation\nactually incurred with respect thereto.\n\n          9.8  Probable Liabilities and Assets Lists.  (a)  Pursuant to the\n               -------------------------------------                       \nprocedures and in accordance with the time schedules set forth in Section 1.4,\nthe parties shall agree upon (or in the case of a Neutral Auditor Determination,\nthere shall be determined for the parties pursuant to Section 1.4) a list (the\n\"Probable Liabilities List\") of matters (the \"Probable Liabilities\") that both\n(i) with respect to which, as of the Closing Date, it is \"probable\" (within the\nmeaning of such term under GAAP consistently applied and on a basis consistent\nwith the basis used in preparing the financial data and information described in\nclauses (ii) and (iii) of Section 2.6(a) and as set forth in Schedule 1.3\nhereto) that a liability has been incurred and (ii) would have been reflected in\nthe Combined Liabilities for purposes of determining the Liabilities Adjustment\nor in Combined Working Capital for purposes of determining the Working Capital\nAdjustment, in each case pursuant to Section 1.3(a) in conformity with GAAP\n(including, without limitation, the materiality concepts thereof) consistently\napplied and on a basis consistent with the basis used in preparing the financial\ndata and information described in clauses (ii) and (iii) of Section 2.6(a) and\nas set forth in Schedule 1.3 hereto, but for the fact that, as of the Closing\nDate, the amount of the  expense and\/or loss for such matter cannot be\n\"reasonably estimated\" (within the meaning of such term under GAAP).\n\n          (b)  Pursuant to the procedures and in accordance with the time\nschedules set forth in Section 1.4, the parties shall agree upon (or in the case\nof a Neutral Auditor Determination, there shall be determined for the parties\npursuant to Section 1.4) a list (the \"Probable Assets List\") of matters (the\n\"Probable Assets\") that both (i) with respect to which, as of the Closing Date,\nit is \"probable\" (within the meaning of such term under GAAP consistently\napplied and on a basis consistent with the basis used in preparing the financial\ndata and information described in clauses (ii) and (iii) of Section 2.6(a) and\nas set forth in Schedule 1.3 hereto) that a current or long-term receivable of\nthe Companies or Company Subsidiaries exists and (ii) would have been reflected\nin the books and records of the Frontier LEC in conformity with GAAP (including,\nwithout limitation, the materiality concepts thereof) consistently applied and\non the basis consistent with the basis used in preparing the financial data and\ninformation described in clauses (ii) and (iii) of section 2.6(a) and as set\nforth in Schedule 1.3 hereto, but for the fact that, as of the Closing Date, the\nvalue of such asset cannot be \"reasonably estimated\" (within the meaning of such\nterm under GAAP).\n\n \n                                                                              54\n\n          Article 10.  Definitions.\n                       ----------- \n\n          Unless otherwise stated in this Agreement, the following capitalized\nterms have the following meanings:\n\n          Access Line means a physical circuit over which calls are switched in\n          -----------                                                          \n     the telephone central offices, and over which calls can be directed to\n     other Access Lines on the Public Switched Network or received from other\n     Access Lines connected to the Public Switched Network.  In counting the\n     number of Access Lines, (i) each digital T1 circuit (which can be\n     channelized into 24 separate voice-grade equivalent lines) is counted as 24\n     Access Lines by the Companies and Company Subsidiaries in Rochester, New\n     York; Illinois; Michigan; and Wisconsin, (ii) each PRI circuit (a T1\n     circuit used to provision ISDN service) is counted as 23 Access Lines,\n     (iii) both retail and wholesale market segments are included in the Access\n     Line counts in the Rochester, New York market and (v) telephone lines used\n     for internal business purposes (\"official\" lines) are excluded from Access\n     Line counts.\n\n          Action means any action, suit, claim, arbitration, or proceeding or\n          ------                                                             \n     investigation (of which the Sellers or the Buyer, as the case may be, have\n     knowledge) commenced by or pending before any Governmental Authority.\n\n          Adjustment has the meaning set forth in Section 1.4 hereof.\n          ----------                                                 \n\n          Affiliate means, with respect to any specified Person, any other\n          ---------                                                       \n     Person that directly, or indirectly through one or more intermediaries,\n     controls, is controlled by, or is under common control with such specified\n     Person.\n\n          Agreement or this Agreement means this Purchase Agreement dated as of\n          ---------    --------------                                          \n     the date first above written (including the Annexes and Exhibits hereto and\n     the Disclosure Schedule) and all amendments hereto made in accordance with\n     the provisions of Section 11.7 hereof.\n\n          Asset Purchase Agreement has the meaning set forth in Section 2.21\n          ------------------------                                          \n     hereof.\n\n          Buck Consulting Report means the report dated March 23, 2000 by Buck\n          ----------------------                                              \n     Consulting relating to the January 1, 1999 valuation of the post-retirement\n     non-pension benefits of Global Crossing Telecommunications.\n\n          Business Day means any day that is not a Saturday, a Sunday or other\n          ------------                                                        \n     day on which banks are required or authorized by law to be closed in the\n     City of New York.\n\n          Business Employee has the meaning set forth in Section 8.1 hereof.\n          -----------------                                                 \n\n          Buyer has the meaning specified in the introductory paragraph to this\n          -----                                                                \n     Agreement.\n\n \n                                                                              55\n\n          Buyer Material Adverse Effect means a material adverse effect on the\n          -----------------------------                                       \n     business, results of operations or financial condition of the Buyer and its\n     Subsidiaries (not including the Companies and the Company Subsidiaries),\n     taken as a whole; provided that, for such purpose, \"material adverse\n     effect\" shall be determined on the basis of the same magnitude of effect as\n     that used to determine a Material Adverse Effect.\n\n          Buyer Group has the meaning set forth in Section 8.2 hereof.\n          -----------                                                 \n\n          Capital Expenditure Cash Fund has the meaning set forth in Section\n          -----------------------------                                     \n     4.13 hereof.\n\n          Carrier Services Agreement has the meaning set forth in Section 2.21\n          --------------------------                                          \n     hereof.\n\n          CERCLA means the Comprehensive Environmental Response, Compensation,\n          ------                                                              \n     and Liability Act of 1980.\n\n          Claims and Damages means, except as otherwise expressly provided in\n          ------------------                                                 \n     this Agreement, any and all losses, claims, demands, liabilities,\n     obligations, actions, suits, orders, statutory or regulatory compliance\n     requirements, or proceedings asserted by any Person (including, without\n     limitation, Governmental Authorities), and all damages, costs, expenses,\n     assessments, judgments, recoveries and deficiencies, including, to the\n     extent required pursuant to Article 8, reasonable attorneys' fees and\n     costs, incurred by or awarded against a party to the extent indemnified in\n     accordance with Article 8 hereof, but shall not include any consequential,\n     special, multiple, punitive or exemplary damages, except to the extent such\n     damages have been recovered by a third party and are the subject of a third\n     party claim for which indemnification is available under the express terms\n     of Article 8 hereof.\n\n          Closing has the meaning set forth in Section 1.6 hereof.\n          -------                                                 \n\n          Closing Cash Payment has the meaning set forth in Section 1.3 hereof.\n          --------------------                                                 \n\n          Closing Date has the meaning set forth in Section 1.6 hereof.\n          ------------                                                 \n\n          Closing Statement has the meaning set forth in Section 1.4 hereof.\n          -----------------                                                 \n\n          Code means the Internal Revenue Code of 1986, as amended.\n          ----                                                     \n\n          Combined Liabilities means all long-term liabilities (which does not\n          --------------------                                                \n     include contra asset accounts including, but not limited to, accumulated\n     deprecation or allowance for uncollectible accounts) properly recorded on a\n     combined balance sheet for the Company and the Company Subsidiaries\n     excluding the following:  (i) deferred taxes to the extent they reflect\n     timing differences, (ii) deferred investment tax credits, (iii) minority\n     interests (to the extent they are non-cash in nature and permitted under\n     this Agreement), (iv) deferred revenues, (v) any amount included in the\n     definition of \"Working Capital,\" (vi) all accrued employee benefit or\n     pension obligations (A) with respect to which assets will be \n\n \n                                                                              56\n\n     transferred to the Buyer or Buyer Group, or obligations are assumed by the\n     Sellers, pursuant to Article 8 or (B) which have been established by or at\n     the direction of the Buyer, (vii) liabilities created from or in connection\n     with the obtaining of any Required Consents or other consents or approvals\n     for the Sale from third parties or under Regulatory Law (provided that one-\n     half of any liabilities accrued as of the date of the combined balance\n     sheet in conformity with GAAP consistently applied that were created from\n     or in connection with the obtaining of Required Consents from PUCs (other\n     than where the Companies or Company Subsidiary receive a corresponding\n     asset) shall be included in Combined Liabilities up to a maximum, when\n     aggregated together with any current liabilities created from or in\n     connection with the obtaining of such Required Consents from PUCs included\n     in the calculation of Combined Working Capital, of $15,000,000), (viii) any\n     other \"non-cash\" liabilities, (ix) Taxes to the extent they are subject to\n     Article 7 and (x) all intercompany liabilities (other than those that are\n     not canceled pursuant to Section 4.13(a)), all of the foregoing as\n     determined on a combined basis for the Companies or Company Subsidiaries in\n     conformity with GAAP consistently applied and on a basis consistent with\n     the basis used in preparing the financial data and information described in\n     clauses (ii) and (iii) of Section 2.6(a) or as expressly required in this\n     definition. For purposes of determining Combined Liabilities, the liability\n     attributable to the long-term portion of the Post-Retirement Welfare\n     Benefits of Union Employees shall be calculated using the same actuarial\n     assumptions that were used to determine the financial statement disclosures\n     as of December 31, 1999 in the Buck Consulting Report. To the extent that,\n     due to tax timing differences, any Tax deduction relating to any liability\n     included in Combined Liabilities will not be available in a Pre-Closing Tax\n     Period, Combined Liabilities shall be reduced appropriately to take into\n     account any Tax Benefit (as defined in Section 9.4) actually realized at or\n     prior to the time of calculation of the Adjustment to the Buyer with\n     respect to such liability; and if the Buyer actually realizes a Tax Benefit\n     after the Adjustment has been determined, the Buyer shall promptly pay to\n     GCNA such additional amount as would have been paid as Purchase Price had\n     the Tax Benefit reduced the original calculation of Combined Liabilities,\n     at such time or times as and to the extent that such Tax Benefit is\n     actually realized.\n\n          Combined Working Capital means, without duplication, the aggregate of\n          ------------------------                                             \n     (i) all cash and cash equivalents (other than the Capital Expenditure Cash\n     Fund), accounts receivables and other receivables (less the reserve for\n     uncollectible accounts), prepaid expenses (including prepaid Taxes),\n     security deposits, inventories, supplies, any other current assets and\n     deferred income Taxes recorded as a current asset (but excluding any\n     intercompany accounts) less (ii) all accounts payable, accrued expenses and\n     current liabilities, other accruals, salaries, bonuses and commissions\n     payable, the current portion of long-term Indebtedness and deferred income\n     Taxes recorded as a current liability (but  excluding (1) any intercompany\n     accounts (other than intercompany payables that are not canceled pursuant\n     to Section 4.13(a)), (2) all accrued employee benefit obligations (A) with\n     respect to which assets will be transferred to the Buyer or Buyer Group, or\n     obligations are assumed by the Sellers, pursuant to Article 8 or (B) which\n     have been established by or at the direction of the Buyer, (3) Taxes to the\n     extent they are subject to Article 7 and (4) liabilities created from or in\n     connection with the obtaining of any \n\n \n                                                                              57\n\n     Required Consent or other consents or approvals for the Sale of third\n     parties or under any Regulatory Law (provided that one-half of any current\n     liabilities accrued as of the date of the combined balance sheet in\n     conformity with GAAP consistently applied that were created from or in\n     connection with the obtaining of Required Consents from PUCs (other than\n     where the Companies or Company Subsidiaries receive a corresponding asset)\n     shall be included in the calculation of Combined Working Capital up to a\n     maximum, when aggregated together with any long-term liabilities created\n     from or in connection with the obtaining of such Required Consents from\n     PUCs included in the calculation of Combined Liabilities, of $15,000,000)),\n     all as determined on a combined basis for the Companies and Company\n     Subsidiaries in conformity with GAAP consistently applied and on a basis\n     consistent with the basis used in preparing the financial data and\n     information described in clauses (ii) and (iii) of Section 2.6(a) or as\n     expressly required by this definition. For purposes of determining Combined\n     Working Capital, the liability, if any, attributable to the current portion\n     of the Post-Retirement Welfare Benefits of Union Employees shall be\n     calculated using the same actuarial assumptions that were used in preparing\n     the Buck Consulting Report. To the extent that, due to tax timing\n     differences, any Tax deduction relating to any liability included in the\n     calculation of Combined Working Capital will not be available in a Pre-\n     Closing Tax Period, Combined Working Capital shall be increased\n     appropriately to take into account any Tax Benefit (as defined in Section\n     9.4) actually realized at or prior to the time of calculation of the\n     Adjustment to the Buyer with respect to such liability; and if the Buyer\n     actually realizes a Tax Benefit after the Adjustment has been determined,\n     the Buyer shall promptly pay to GCNA such additional amount as would have\n     been paid as Purchase Price had the Tax Benefit increased the original\n     calculation of Combined Working Capital, at such time or times as and to\n     the extent that such Tax Benefit is actually realized.\n\n          Confidentiality Agreement means the confidentiality agreement dated\n          -------------------------                                          \n     June 7, 2000 between the Buyer and Global.\n\n          control (including the terms \"controlled by\" and \"under common control\n          -------                       -------------       --------------------\n     with\"), with respect to the relationship between or among two or more\n     ----                                                                 \n     Persons, means the possession, directly or indirectly, of the power to\n     direct or to cause the direction of the affairs or management of a Person,\n     whether through the ownership of voting securities, by contract or\n     otherwise, including, without limitation, the ownership, directly or\n     indirectly, of securities having the power to elect a majority of the board\n     of directors or similar body governing the affairs of such Person.\n\n          Debt Adjustment has the meaning set forth in Section 1.3 hereof.\n          ---------------                                                 \n\n          Disclosure Schedule means the Disclosure Schedule, dated as of the\n          -------------------                                               \n     date hereof, delivered to the Buyer by the Seller in connection with this\n     Agreement.\n\n          DOJ has the meaning set forth in Section 4.4 hereof.\n          ---                                                 \n\n \n                                                                              58\n\n          Employee Benefit Plans means all \"employee benefit plans\" within the\n          ----------------------                                              \n     meaning of Section 3(3) of ERISA, all bonus, stock option, stock purchase,\n     incentive, deferred compensation, retirement, supplemental retirement,\n     severance and other employee benefit plans, programs, policies or\n     arrangements, and all employment, retention, change of control or\n     compensation agreements, in each case for the benefit of, or relating to,\n     any current employee or former employee of any of the Companies or Company\n     Subsidiaries, other than any de minimis, fringe or unwritten benefit plans,\n     programs, policies or arrangements, the costs of which, to the Sellers, are\n     not material.\n\n          Encumbrance means any security interest, pledge, mortgage, lien\n          -----------                                                    \n     (including, without limitation, tax liens), charge, encumbrance, easement,\n     adverse claim, preferential arrangement, restriction or defect in title\n     that adversely affects the use of the property in the manner it is being\n     used prior to the Closing Date or the value of the property as measured in\n     the context of the current uses thereof.\n\n          Environmental Claims means any and all actions, suits, demands, demand\n          --------------------                                                  \n     letters, claims, liens, notices of non-compliance or violation,\n     investigations, proceedings, consent orders or consent agreements relating\n     in any way to any Environmental Law, any Environmental Permit, Hazardous\n     Materials or arising from alleged injury or threat of injury to health,\n     safety or the environment, including, without limitation (a) by\n     Governmental Authorities for enforcement, cleanup, removal, response,\n     remedial or other actions or damages and (b) by any Person for damages,\n     contributions, indemnification, cost recovery, compensation or injunctive\n     relief.\n\n          Environmental Law means any Law relating to the environment, health,\n          -----------------                                                   \n     safety or Hazardous Materials, in force and effect on the date hereof or,\n     in the case of the Sellers' certificate to be delivered in accordance with\n     the provisions of Section 5.3 hereof, on the Closing Date (exclusive of any\n     amendments or changes to such Law or any regulations promulgated thereunder\n     or orders, decrees or judgments issued pursuant thereto which are enacted,\n     promulgated or issued after the date hereof, or in the case of such\n     certificate, on or after the Closing Date), including but not limited to,\n     CERCLA; the Resource Conservation and Recovery Act of 1986 and Hazardous\n     and Solid Waste Amendments of 1984, 42 U.S.C. (S)(S)6901 et seq.; the \n                                                              ------ \n     Hazardous Materials Transportation Act, 49 U.S.C. (S)(S)6901 et seq.; the \n                                                                  ------ \n     Clean Water Act, 33 U.S.C. (S)(S)1251 et seq.; the Toxic Substances Control\n                                           ------\n     Act of 1976, 15 U.S.C. (S)(S)2601 et seq.; the Clean Air Act of 1966, as\n                                       ------\n     amended, 42 U.S.C. (S)(S)7401 et seq.; the Safe Drinking Water Act, 42\n                                   ------ \n     U.S.C. (S)(S)300f et seq.; the Atomic Energy Act, 42 U.S.C. (S)(S)2011 et\n                       ------                                               --  \n     seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.\n     ---\n     (S)(S)136 et seq.; and the Emergency Planning and Community Right-to-Know\n               ------  \n     Act of 1986, 42 U.S.C. (S)(S)1101 et seq.\n                                       ------\n\n          Environmental Permits means all permits, approvals, identification\n          ---------------------                                             \n     numbers, licenses and other authorizations required under any applicable\n     Environmental Law.\n\n          Equipment means all of the tangible personal property, machinery,\n          ---------                                                        \n     equipment, vehicles, rolling stock, furniture, and fixtures of the Frontier\n     LEC Business in which any \n\n \n                                                                              59\n\n     Company or Company Subsidiary has an interest, by ownership or lease,\n     together with any replacements thereof, or additions thereto made in the\n     ordinary course of business between the date hereof and the Closing Date.\n\n          ERISA means the Employee Retirement Income Security Act of 1974, as\n          -----                                                              \n     amended.\n\n          Estimated Adjustment has the meaning set forth in Section 1.3 hereof.\n          --------------------                                                 \n\n          FCC means the Federal Communications Commission.\n          ---                                             \n\n          Financing Commitments has the meaning set forth in Section 3.6 hereof.\n          ---------------------                                                 \n\n          Frontier LEC Business means the local exchange carrier operations of\n          ---------------------                                               \n     Global and its Subsidiaries, and the cable television operations and\n     wireless and cellular telephone operations of the Companies and Company\n     Subsidiaries, including, without limitation, the incumbent and competitive\n     local exchange carrier operations of Frontier Telephone of Rochester, Inc.,\n     the rural local exchange carrier operations of the other Companies and the\n     Company Subsidiaries and the retail Internet access, Web hosting, data\n     services (IP frame relay and asynchronous transfer mode) and directory\n     services operations currently provided by the Companies and Company\n     Subsidiaries, but excluding (i) competitive local exchange carrier and\n     resold cellular and other wireless operations other than those conducted by\n     the Companies or the Company Subsidiaries immediately prior to the Closing,\n     (ii) long distance service operations other than (x) the retail long\n     distance customer base purchased by the Companies and the Company\n     Subsidiaries and\/or (y) marketing, sales, customer service, and billing and\n     collection services performed by the Companies and the Company Subsidiaries\n     on an agency or contract basis relating to long distance services not\n     purchased by the Companies and Company Subsidiaries, (iii) the assets and\n     services identified in Section 2.5 of the Disclosure Schedule as excluded\n     from the Frontier LEC Business and (iv) Sellers' non-LEC marketed long\n     distance services (such as 800 services marketed nationally to families\n     with college students).  For purposes for this definition, \"local exchange\n     carrier operations\" means the provision in the relevant geographic area of\n     (A) wireline local exchange, digital subscriber line, exchange access and\n     (to the extent not provided by Subsidiaries of the Sellers other than the\n     Companies and Company Subsidiaries) intra-LATA toll telecommunications\n     services to end users,  (B) wireline exchange access telecommunications\n     services to interexchange carriers and other local exchange carriers, (C)\n     retail sales of telephone equipment and products (subject to the non-\n     compete agreement disclosed in Section 2.11 of the Disclosure Schedule)\n     and (D) non-tariffed public communications (pay telephones), commercial\n     telecommunications services facilities leasing and certain other non-\n     regulated services and products.\n\n          GAAP means United States generally accepted accounting principles and\n          ----                                                                 \n     practices as in effect from time to time.\n\n \n                                                                              60\n\n          GCNA has the meaning set forth in the introductory paragraph to this\n          ----                                                                \n     Agreement.\n\n          Global has the meaning set forth in the introductory paragraph to this\n          ------                                                                \n     Agreement.\n\n          Governmental Authority means any United States federal, state or local\n          ----------------------                                                \n     government or any foreign government, any governmental, regulatory,\n     legislative, executive or administrative authority, agency or commission or\n     any court, tribunal, or judicial body.\n\n          Governmental Order means any order, writ, judgment, injunction,\n          ------------------                                             \n     decree, stipulation, determination or award entered by or with any\n     Governmental Authority.  Governmental Orders shall not include Permits.\n\n          Hazardous Materials means petroleum and petroleum products, byproducts\n          -------------------                                                   \n     or breakdown products, radioactive materials, and any other chemicals,\n     materials, or substances designated, classified or regulated as being\n     \"hazardous\" or \"toxic\", or words of similar import, under any Environmental\n     Law.\n\n          HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of\n          -------                                                          \n     1976, as amended, and the rules and regulations promulgated thereunder.\n\n          Indebtedness means obligations with regard to borrowed money and\n          ------------                                                    \n     leases classified or accounted for as capital or financing leases on\n     financial statements, but shall expressly not include either accounts\n     payable or accrued liabilities that are incurred in the ordinary course of\n     business or obligations under operating leases classified or accounted for\n     as such on financial statements.\n\n          Indemnified Party has the meaning set forth in Section 9.5 hereof.\n          -----------------                                                 \n\n          Indemnifying Party has the meaning set forth in Section 9.5 hereof.\n          ------------------                                                 \n\n          Intellectual Property means all patents, trademarks, trade names,\n          ---------------------                                            \n     domain names, service marks and copyrights, and applications for any of the\n     foregoing, and other intellectual property, including, without limitation,\n     computer software and programs, of the Frontier LEC Business, whether owned\n     or used by, or licensed to, any Company or Company Subsidiary.\n\n          knowledge with respect to the Sellers means, exclusively, information\n          ---------                                                            \n     of which the Chief Executive Officer, the Chief Financial Officer or any\n     other employee of a Seller of Salary Band Level 35 or above in GCNA's pay\n     scale has knowledge after reasonable inquiry of the appropriate managerial\n     employee of the Frontier LEC Business having supervisory responsibility for\n     the matter concerned.\n\n          Law means any federal, state, local or foreign statute, law,\n          ---                                                         \n     ordinance, regulation, rule, code, order or other requirement or rule of\n     law.\n\n \n                                                                              61\n\n          Liability Claim has the meaning set forth in Section 9.1 hereof.\n          ---------------                                                 \n\n          Material Adverse Effect means any circumstance, change in, or effect\n          -----------------------                                             \n     on the Companies or Company Subsidiaries that has a material adverse effect\n     on the business, results of operations or financial condition of the\n     Frontier LEC Business taken as a whole; provided, however, that Material\n                                             --------  -------               \n     Adverse Effect shall not include adverse effects relating to or resulting\n     from (or, in the case of effects that have not yet occurred, reasonably\n     likely to result from) (i) the execution of this Agreement or the\n     announcement of agreement among the parties with respect to the\n     transactions contemplated by this Agreement, (ii) general economic or\n     industry conditions that have a similar effect on other participants in the\n     industry or (ii) regional economic or industry conditions that have a\n     similar effect on other participants in the industry in such region.\n\n          Material Contracts means the written agreements, contracts, policies,\n          ------------------                                                   \n     plans, mortgages, understandings, arrangements or commitments primarily\n     relating to the Frontier LEC Business to which any Company or Company\n     Subsidiary is a party or by which any of the assets of the Frontier LEC\n     Business are bound as described below:\n\n                    (i)   any agreement or contract providing for payments by\n          the Companies or Company Subsidiaries to any Person in excess of\n          $10,000,000 per year or $30,000,000 in the aggregate over the five-\n          year period commencing on the date hereof;\n\n                    (ii)  any employment agreement or consulting agreement or\n          similar  contract providing for payments to any Person in excess of\n          $350,000 per year or $1,500,000 in the aggregate over the five-year\n          period commencing on the date hereof;\n\n                    (iii) any retention or severance agreement or contract\n          with respect to any officer of the Frontier LEC Business who is to be\n          employed by any Company or Company Subsidiary following the Closing\n          Date;\n\n                    (iv)  any lease of Equipment or Real Property or license\n          with respect to Intellectual Property (other than licenses granted in\n          connection with the purchase of equipment or other assets) by the\n          Frontier LEC Business from another Person providing for payments to\n          another Person in excess of $10,000,000 per year or $30,000,000 in the\n          aggregate over the five-year period commencing on the date hereof;\n\n                    (v)   any lease of Equipment or Real Property or license\n          with respect to Intellectual Property (other than licenses granted in\n          connection with the purchase of equipment or other assets) by the\n          Frontier LEC Business to another Person providing for payments to the\n          Seller or any Company or Company \n\n \n                                                                              62\n\n          Subsidiary in excess of $10,000,000 per year or $30,000,000 in the\n          aggregate over the five-year period commencing on the date hereof;\n\n                    (vi)   any joint venture, partnership or similar agreement\n          or contract of the Frontier LEC Business;\n\n                    (vii)  any agreement or contract under which any Company or\n          Company Subsidiary, or a Seller in connection with the Frontier LEC\n          Business, has borrowed or loaned any money in excess of $25,000,000 or\n          issued or received any note, bond, indenture or other evidence of\n          indebtedness in excess of $25,000,000 or directly or indirectly\n          guaranteed indebtedness, liabilities or obligations of others in an\n          amount in excess of $25,000,000;\n\n                    (viii) any covenant not to compete or contract or agreement,\n          understanding, arrangement or any restriction whatsoever limiting in\n          any respect the ability of any Company or Company Subsidiary to\n          compete in any line of business or with any Person or in any area;\n\n                    (ix)   any agreement or contract with any officer, director\n          or employee of either Seller or any Company or Company Subsidiary\n          (other than employment agreements covered in clause (i) or agreements\n          or contracts containing terms substantially similar to terms available\n          to employees generally) or agreement or contract with either Seller or\n          any Subsidiary of Global that is neither a Company or Company\n          Subsidiary providing for payments in excess of $10,000,000 per year or\n          $30,000,000 in the aggregate over the five-year period commencing on\n          the date hereof; and\n\n                    (x)    any resale, co-location or interconnection agreement.\n\n     Material Contracts shall not include any and all (w) contracts, purchase\n     orders, purchase commitments, leases and agreements entered into in the\n     ordinary course of business and relating to the Frontier LEC Business\n     (other than those described in clauses (iii), (iv), (v) or (vi) above) that\n     (A) are terminable at will without payment of premium or penalty by any\n     Company or Company Subsidiary or (B) are terminable on not more than 60\n     days' written notice without payment of premium or penalty and do not\n     involve the obligation of any Company or Company Subsidiary to make\n     payments in excess of $25,000,000 during the 60-day period commencing on\n     the Closing Date; (x) contracts, sales orders, purchase orders, purchase\n     commitments and agreements entered into in the ordinary course of business\n     and relating to integrated marketing services or related services of the\n     Frontier LEC Business.\n\n          Neutral Auditor has the meaning set forth in Section 1.4 hereof.\n          ---------------                                                 \n\n          Neutral Auditor Determination has the meaning set forth in Section 1.4\n          -----------------------------                                         \n     hereof.\n\n \n                                                                              63\n\n          Notice of Claim has the meaning set forth in Section 9.5 hereof.\n          ---------------                                                 \n\n          Option Deductions has the meaning set forth in Section 7.10 hereof.\n          -----------------                                                  \n\n          Performance Adjustment has the meaning set forth in Section 1.3\n          ----------------------                                         \n     hereof.\n\n          Permits has the meaning set forth in Section 2.12 hereof.\n          -------                                                  \n\n          Permitted Exceptions means each of the following:\n          --------------------                             \n\n               (a)  mortgages, security interests or other Encumbrances\n          described in Section 2.11 of the Disclosure Schedule;\n\n               (b)  liens for taxes, assessments and governmental charges or\n          levies not yet due and payable or the validity of which is being\n          contested in good faith by appropriate proceedings;\n\n               (c)  Encumbrances imposed by law, such as materialmen's,\n          mechanics', carriers', workmen's and repairmen's liens and other\n          similar liens, arising in the ordinary course of business;\n\n               (d)  pledges or deposits to secure obligations under workers'\n          compensation laws or similar legislation or to secure public or\n          statutory obligations;\n\n               (e)  survey exceptions, rights of way, easements, reciprocal\n          easement agreements and other Encumbrances on title to real property\n          that do not, individually or in the aggregate, materially adversely\n          affect the use of such property in the conduct of the Frontier LEC\n          Business as it is being conducted prior to the Closing Date;\n\n               (f)  zoning laws and other land use restrictions that do not\n          materially detract from the value or impair the use of the property\n          subject thereto, or materially impair the operation of the Frontier\n          LEC Business;\n\n               (g)  security interests in favor of suppliers of goods for which\n          payment has not been made in the ordinary course of business\n          consistent with past practice;\n\n               (h)  Encumbrances on the interests of the lessors of properties\n          in which the Frontier LEC Business holds a leasehold interest; and\n\n               (i)  any and all other Encumbrances that would be immaterial to\n          the Frontier LEC Business.\n\n          Person means any individual, partnership, firm, corporation, limited\n          ------                                                              \n     liability company, association, trust, unincorporated organization or other\n     entity, as well as any \n\n \n                                                                              64\n\n     syndicate or group that would be deemed to be a person under Section\n     13(d)(3) of the Securities Exchange Act of 1934, as amended.\n\n          Pre-Closing Tax Period has the meaning set forth in Section 7.1\n          ----------------------                                         \n     hereof.\n\n          Probable Assets has the meaning set forth in Section 9.8.\n          ---------------                                          \n\n          Probable Assets List has the meaning set forth in Section 9.8.\n          --------------------                                          \n\n          Probable Assets Statement has the meaning set forth in Section 1.4.\n          -------------------------                                          \n\n          Probable Liabilities has the meaning set forth in Section 9.8.\n          --------------------                                          \n\n          Probable Liabilities List has the meaning set forth in Section 9.8.\n          -------------------------                                          \n\n          Probable Liabilities Statement has the meaning set forth in Section\n          ------------------------------                                     \n     1.4.\n\n          Proposed Adjustment has the meaning set forth in Section 1.4 hereof.\n          -------------------                                                 \n\n          PUC means any state public service commission or similar regulatory\n          ---                                                                \n     body.\n\n          Purchase Price has the meaning set forth in Section 1.3 hereof.\n          --------------                                                 \n\n          Real Property means the real property and related mineral rights owned\n          -------------                                                         \n     by, and all easements, rights-of-way and other possessory interests in real\n     estate of, the Frontier LEC Business, together with all buildings and other\n     structures, facilities or improvements currently or hereafter located\n     thereon, all fixtures, systems, equipment and items of personal property of\n     the Frontier LEC Business attached or appurtenant thereto, and all\n     easements, licenses, rights and appurtenances relating to the foregoing.\n\n          Regulatory Law has the meaning set forth in Section 4.4(b).\n          --------------                                             \n\n          Release means disposing, discharging, injecting, spilling, leaking,\n          -------                                                            \n     leaching, dumping, emitting, escaping, emptying, seeping, placing and the\n     like into or upon any land or water or air or otherwise entering into the\n     environment.\n\n          Required Consents means any consents, approvals, orders,\n          -----------------                                       \n     authorizations, registrations, declarations and filings required under or\n     in relation to (a) the HSR Act, (b) the Communications Act of 1934, as\n     amended, and any rules and regulations promulgated by the FCC, (c) state\n     securities or \"blue sky\" laws, (d) the Securities Act of 1933, as amended,\n     (e) the Securities Exchange Act of 1934, as amended, (f) laws, rules,\n     regulations, practices and orders of any state or PUCs, local franchising\n     authorities, foreign telecommunications regulatory agencies or similar\n     state or foreign regulatory bodies, or the Federal Energy Regulatory\n     Commission, (g) rules and regulations of The \n\n \n                                                                              65\n\n     Nasdaq Stock Market and The New York Stock Exchange, Inc. and (h) antitrust\n     or other competition Laws of other jurisdictions.\n\n          S&amp;P means Standard &amp; Poor's Corporation.\n          ---                                     \n\n          Sale has the meaning set forth in the recitals hereto.\n          ----                                                  \n\n          Sellers has the meaning set forth in the introductory paragraph to\n          -------                                                           \n     this Agreement.\n\n          Shares has the meaning set forth in Section 1.1 hereof.\n          ------                                                 \n\n          Special Representations has the meaning set forth in Section 5.1\n          -----------------------                                         \n     hereof.\n\n          Straddle Period has the meaning set forth in Section 7.1 hereof.\n          ---------------                                                 \n\n          Subsidiary of any Person means (i) any corporation more than 50% of\n          ----------                                                         \n     whose stock of any class or classes having by the terms thereof ordinary\n     voting power to elect a majority of the directors of such corporation is\n     owned by such Person directly or indirectly through Subsidiaries and (ii)\n     any partnership, limited partnership, limited liability company,\n     associates, joint venture or other entity in which such Person directly or\n     indirectly through Subsidiaries has more than a 50% equity interest.\n\n          Tax or Taxes means any and all taxes, fees, withholdings, levies,\n          ------------                                                     \n     duties, tariffs, imposts, and other charges of any kind (together with any\n     and all interest, penalties, additions to tax and additional amounts\n     imposed with respect thereto) imposed by any government or taxing\n     authority, including, without limitation, taxes or other charges on or with\n     respect to income, franchises, windfall or other profits, gross receipts,\n     property, sales, use, capital stock, payroll, employment, social security,\n     workers' compensation, unemployment compensation, or net worth, taxes or\n     other charges in the nature of excise, withholding, ad valorem, stamp,\n     transfer, value added or gains taxes, license, registration and\n     documentation fees, and customs duties, tariffs and similar charges.\n\n          Tax Return means any report, return, document, declaration or other\n          ----------                                                         \n     information or filing required to be supplied to any Tax authority or\n     jurisdiction (foreign or domestic) with respect to Taxes, including,\n     without limitation, information returns, any documents with respect to or\n     accompanying payments of estimated Taxes, or with respect to or\n     accompanying requests for the extension of time in which to file any such\n     report, return, document, declaration or other information.\n\n          Union Employee means a Business Employee whose terms and conditions of\n          --------------                                                        \n     employment are governed by the terms of any Assumed CBA (as defined in\n     Section 8.5).\n\n          Working Capital Adjustment has the meaning set forth in Section 1.3\n          --------------------------                                         \n     hereof.\n\n \n                                                                              66\n\n          Article 11.  Miscellaneous Provisions.\n                       ------------------------ \n\n          11.1  Termination Rights.  (a)  Grounds for Termination.  This\n                ------------------        -----------------------       \nAgreement may be terminated:\n\n          (1)  by mutual consent of the parties;\n\n          (2)  by either the Sellers or the Buyer, provided such party or\n     parties are not then in material default hereunder, upon written notice to\n     the other party or parties, if the Closing hereunder has not occurred on or\n     before December 31, 2001; provided that if all Required Consents have been\n     obtained but have not become final and non-appealable as of such date, then\n     such date shall be extended to March 31, 2002; or\n\n          (3)  by either the Sellers or the Buyer, upon written notice to the\n     other party or parties, if any Governmental Authority shall have issued a\n     statute, rule, regulation, order, decree or injunction or taken any other\n     action permanently restraining, enjoining or otherwise prohibiting the\n     purchase and sale contemplated by this Agreement and such statute, rule,\n     regulation, order, decree or injunction or other action shall have become\n     final and nonappealable.\n\n          (b)  Post-Termination Liability.  If this Agreement is terminated\n               --------------------------                                  \npursuant to Subsection 11.1(a) hereof, this Agreement shall thereupon become\nvoid and of no further effect whatsoever, and the parties shall be released and\ndischarged of all obligations under this Agreement, except (i) to the extent of\na party's liability for willful material breaches of this Agreement prior to the\ntime of such termination, (ii) as set forth in Section 4.5 hereof and (iii) the\nobligations of each party for its own expenses incurred in connection with the\ntransactions contemplated by this Agreement as provided herein.\n\n          11.2 Expenses.  Except as otherwise specifically provided in this\n               --------                                                    \nAgreement, all out-of-pocket costs and expenses, including, without limitation,\nfees and disbursements of counsel, financial advisors and accountants, incurred\nin connection with this Agreement and the transactions contemplated hereby shall\nbe paid by the party incurring such costs and expenses, whether or not the\nClosing shall have occurred.\n\n          11.3 Notices.  Any notice, demand, claim, notice of claim, request or\n               -------                                                         \ncommunication required or permitted to be given under the provisions of this\nAgreement shall be in writing and shall be deemed to have been duly given (i)\nupon delivery if delivered in person, (ii) on the date of mailing if mailed by\nregistered or certified mail, postage prepaid and return receipt requested,\n(iii) on the date of delivery to a national overnight courier service, or (iv)\nupon transmission by facsimile (if such transmission is confirmed by the\naddressee) if delivered through such services to the following addresses, or to\nsuch other address as any party may request by notifying in writing all of the\nother parties to this Agreement in accordance with this Section 11.3.\n\n          If to the Sellers:\n \n\n \n                                                                              67\n\n                    Global Crossing Ltd.\n                    360 North Crescent Drive\n                    Beverly Hills, California 90210\n                    Attention:     James Gorton, Esq.\n                                   Senior Vice President and General Counsel\n                    Facsimile No.: (310) 281-5820\n\n                            and\n\n                    Global Crossing North America, Inc.    \n                    180 South Clinton Avenue               \n                    Rochester, New York 14646             \n                    Attention:     Joseph P. Clayton         \n                                   Chief Executive Officer         \n                    Facsimile No.: (716) 325-7639          \n\n             with copies to:\n\n                    Global Crossing North America, Inc.               \n                    180 South Clinton Avenue                          \n                    Rochester, New York 14646                        \n                    Attention:     Martin T. McCue, Esq.                \n                                   Senior Vice President and General Counsel  \n                    Facsimile No.: (716) 546-7823                    \n\n                            and\n\n                    Robert E. Spatt, Esq.\n                    Simpson Thacher &amp; Bartlett\n                    425 Lexington Avenue\n                    New York, New York 10017-3954\n                    Facsimile No.:  (212) 455-2502\n\n\n     If to the Buyer:\n\n                    Citizens Communications Company\n                    High Ridge Park\n                    Stamford, Connecticut 06905\n                    Attention:     Scott N. Schneider\n                                   Executive Vice President\n                    Facsimile No.: (203) 614-5201\n\n \n                                                                              68\n\nwith copies to:\n\n     Citizens Communications Company\n     High Ridge Park\n     Stamford, Connecticut 06905\n     Attention:     L. Russell Mitten, Esq.\n                    Vice President and General Counsel\n     Facsimile No.: (203) 614-4651\n\n                    and\n\n     Jeffrey L. Hardin, Esq.\n     Fleischman and Walsh, L.L.P.\n     1400 Sixteenth Street, N.W.\n     Suite 600\n     Washington, D.C. 20036\n     Facsimile No.: (202) 387-3467\n\n\nAny such notice shall be deemed to have been received on the date of personal\ndelivery, the date set forth on the Postal Service return receipt, or the date\nof delivery shown on the records of the overnight courier, as applicable.\n\n          11.4  Benefit and Assignment.  This Agreement will be binding upon and\n                ----------------------                                          \ninure to the benefit of the parties hereto and their respective successors and\npermitted assigns.  There shall be no assignment of any interest under this\nAgreement by any party except that the Buyer may assign its rights hereunder to\nany wholly owned subsidiary of the Buyer; provided, however, that no such\n                                          --------  -------              \nassignment shall relieve the assignor of its obligations under this Agreement.\nNothing herein, express or implied, is intended to or shall confer upon any\nother Person any legal or equitable right, benefit or remedy of any nature\nwhatsoever under or by reason of this Agreement.\n\n          11.5  Waiver.  Any party to this Agreement may (a) extend the time for\n                ------                                                          \nthe performance of any of the obligations or other acts of any other party, (b)\nwaive any inaccuracies in the representations and warranties of any other party\ncontained herein or in any document delivered by any other party pursuant hereto\nor (c) waive compliance with any of the agreements or conditions of any other\nparty contained herein.  Any such extension or waiver shall be valid only if set\nforth in an instrument in writing signed by the party to be bound thereby.  Any\nwaiver of any term or condition shall not be construed as a waiver of any\nsubsequent breach or a subsequent waiver of the same term or condition, or a\nwaiver of any other term or condition, of this Agreement.  The failure of any\nparty to assert any of its rights hereunder shall not constitute a waiver of any\nsuch rights.\n\n          11.6  Severability.  If any term or other provision of this Agreement\n                ------------                                                   \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 \n\n \n                                                                              69\n\nlegal substance of the transactions contemplated hereby is not affected in any\nmanner materially adverse to any party. Upon such determination that any term or\nother provision is invalid, illegal or incapable of being enforced, the parties\nhereto shall negotiate in good faith to modify this Agreement so as to effect\nthe original intent of the parties as closely as possible in an acceptable\nmanner in order that the transactions contemplated hereby are consummated as\noriginally contemplated to the greatest extent possible.\n\n          11.7  Amendment.  This Agreement may not be amended or modified except\n                ---------                                                       \n(a) by an instrument in writing signed by, or on behalf of, the Seller and the\nBuyer or (b) by a waiver in accordance with Section 11.5 hereof.\n\n          11.8  Effect and Construction of this Agreement.  This Agreement\n                -----------------------------------------                 \nembodies the entire agreement and understanding of the parties with respect to\nthe subject matter hereof and supersedes any and all prior agreements,\narrangements and understandings, whether written or oral, relating to matters\nprovided for herein; provided, however, that the Confidentiality Agreement shall\n                     --------  -------                                          \nremain in effect until the Closing.  The language used in this Agreement shall\nbe deemed to be the language chosen by the parties hereto to express their\nmutual agreement, and this Agreement shall not be deemed to have been prepared\nby any single party hereto.  Disclosure of any fact or item in the Disclosure\nSchedule referenced by a particular paragraph or section in this Agreement\nshall, should the existence of the fact or item be relevant to any other\nparagraph or section, be deemed to be disclosed with respect to that other\nparagraph or section whether or not a specific cross reference appears to the\nextent that the fact or item disclosed is reasonably clearly applicable to such\nother paragraph or section.  Disclosure of any fact or item in the Disclosure\nSchedule shall not necessarily mean that such item or fact, individually or in\nthe aggregate, is material to the business, results of operations or financial\ncondition of the Frontier LEC Business or that it is probable that any\nimpairment or liability will result therefrom.  The headings of the sections and\nsubsections of this Agreement are inserted as a matter of convenience and for\nreference purposes only and in no respect define, limit or describe the scope of\nthis Agreement or the intent of any section or subsection.  This Agreement may\nbe executed in one or more counterparts and by the different parties hereto in\nseparate counterparts, each of which when executed shall be deemed to be an\noriginal but all of which taken together shall constitute one and the same\nagreement.  This Agreement shall be governed by, and construed in accordance\nwith, the laws of the State of New York, applicable to contracts executed in and\nto be performed entirely within that State.\n\n          11.9  Specific Performance.  Each of the parties hereto acknowledges\n                --------------------                                          \nand agrees that in the event of any breach of this Agreement, each non-breaching\nparty would be irreparably and immediately harmed and could not be made whole by\nmonetary damages.  It is accordingly agreed that the parties hereto (i) waive,\nin any action for specific performance, the defense of adequacy of a remedy at\nlaw and (ii) shall be entitled, in addition to any other remedy to which they\nmay be entitled at law or in equity, to compel specific performance of this\nAgreement in any action instituted in any state or federal court sitting in New\nYork, New York.\n\n \n                                                                              70\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                                        GLOBAL CROSSING LTD.\n\n\n\n                                        By:  \/s\/ Thomas J. Casey\n                                           ---------------------------------\n                                             Name: Thomas J. Casey\n                                             Title:  Vice Chairman\n\n\n                                        GLOBAL CROSSING NORTH AMERICA, INC.\n\n\n\n                                        By:  \/s\/ Martin T. McCue\n                                           ---------------------------------\n                                             Name: Martin T. McCue\n                                             Title:  Senior Vice President\n\n\n                                        CITIZENS COMMUNICATIONS COMPANY\n\n\n\n                                        By:  \/s\/ Scott N. Schneider\n                                           ---------------------------------\n                                             Name: Scott N. Schneider\n                                             Title:  Executive Vice President\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":[9622,9627],"class_list":["post-43677","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__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43677","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=43677"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43677"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43677"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43677"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}