-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3I8hH8g50UozwK28Z5O09RPu+JnjJt3+EKZ7GCKtTEBv3kagKswrPR4a8G2SCuB /jantED0RN/Cd1b8U9c8YQ== 0000893750-99-000485.txt : 19990906 0000893750-99-000485.hdr.sgml : 19990906 ACCESSION NUMBER: 0000893750-99-000485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990902 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER CORP /NY/ CENTRAL INDEX KEY: 0000084567 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 160613330 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04166 FILM NUMBER: 99705963 BUSINESS ADDRESS: STREET 1: ROCHESTER TEL CENTER STREET 2: 180 S CLINTON AVE CITY: ROCHESTER STATE: NY ZIP: 14646-0995 BUSINESS PHONE: 7167771000 FORMER COMPANY: FORMER CONFORMED NAME: ROCHESTER TELEPHONE CORP DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 1999 Frontier Corporation (Exact name of registrant as specified in its charter) New York 1-4166 16-0613330 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 180 South Clinton Avenue 14646-0700 Rochester, New York (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (716) 777-1000 Item 5. Other Events On September 2, 1999, Frontier Corporation, a New York corporation ("Frontier"), Global Crossing Ltd., a Bermuda company ("Global Crossing"), and GCF Acquisition Corp., a New York corporation and a wholly owned subsidiary of Global Crossing ("Merger Sub"), entered into Amendment No. 2 (the "Second Amendment") to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 16, 1999, as amended, among Global Crossing, Merger Sub and Frontier. A copy of the Second Amendment is attached hereto as Exhibit 2 to this Form 8-K and is incorporated herein by reference. Also on September 2, 1999, certain shareholders of Global Crossing, Frontier and Global Crossing entered into the Second Reaffirmation of Voting Agreement and Share Transfer Restriction Agreement (the "Second Reaffirmation Agreement"). A copy of the Second Reaffirmation Agreement is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. In addition, on September 2, 1999, certain shareholders of Global Crossing, certain shareholders of Frontier and Global Crossing entered into a Share Transfer Restriction Agreement (the "Share Transfer Restriction Agreement"). A copy of the Share Transfer Restriction Agreement is attached hereto as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference. A copy of the joint press release of Frontier and Global Crossing, dated September 2, 1999, is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statement and Exhibits. (c) Exhibits. 2 Amendment No. 2, dated as of September 2, 1999, among Global Crossing Ltd., GCF Acquisition Corp. and Frontier Corporation. 99.1 Second Reaffirmation of Voting Agreement and Share Transfer Restriction Agreement, dated as of September 2, 1999, among Frontier Corporation, Global Crossing Ltd. and the shareholders of Global Crossing Ltd. parties thereto. 99.2 Share Transfer Restriction Agreement, dated as of September 2, 1999, among Global Crossing Ltd., the shareholders of Frontier Corporation parties thereto and the shareholders of Global Crossing Ltd. parties thereto. 99.3 Joint Press Release of Frontier and Global Crossing, dated September 2, 1999. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FRONTIER CORPORATION Dated: September 2, 1999 By: /s/ ROLLA P. HUFF --------------------------------- Name: Rolla P. Huff Title: President and Chief Operating Officer -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2 Amendment No. 2, dated as of September 2, 1999, among Global Crossing Ltd., GCF Acquisition Corp. and Frontier. 99.1 Second Reaffirmation of Voting Agreement and Share Transfer Restriction Agreement, dated as of September 2, 1999, among Frontier Corporation, Global Crossing Ltd. and the shareholders of Global Crossing Ltd. parties thereto. 99.2 Share Transfer Restriction Agreement, dated as of September 2, 1999, among Global Crossing Ltd., the shareholders of Frontier Corporation parties thereto and the shareholders of Global Crossing Ltd. parties thereto. 99.3 Joint Press Release of Frontier and Global Crossing, dated September 2, 1999. -4- EX-2 2 EXHIBIT 2 AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of September 2, 1999 (this "Amendment"), among GLOBAL CROSSING LTD., a Bermuda company ("Global"), GCF ACQUISITION CORP., a New York corporation and a wholly owned subsidiary of Global ("Merger Sub"), and FRONTIER CORPORATION, a New York corporation ("Frontier"), to the Agreement and Plan of Merger, dated as of March 16, 1999 and amended as of May 16, 1999 (the "Original Agreement"), among Global, Merger Sub and Frontier. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Agreement. WHEREAS, Frontier and Global have agreed to amend the Original Agreement on the terms provided herein; WHEREAS, the shareholders of Global who are party to the Voting Agreement have reaffirmed the Voting Agreement in light of this Amendment and have agreed to certain restrictions on the transfer of their shares, which reaffirmation and lock-up agreement is attached hereto as Exhibit A; and WHEREAS, certain additional shareholders of Global and certain shareholders of Frontier have entered into a Share Transfer Restriction Agreement relating to certain restrictions on the transfer of their shares, which Transfer Restriction Agreement is attached hereto as Exhibit B. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendment to Glossary of Defined Terms in the Original Agreement. The Glossary of Defined Terms in the Original Agreement is hereby amended by (i) deleting the reference to "Section 1.8(a)" next to the term "NASDAQ" and inserting in lieu thereof a reference to "Section 1.10(g)(ii) and (ii) deleting the following terms and related Section references: Average Price, Cash Top-Up, Cash Top-Up Election, Combination Election, Determination Date, Frontier Evaluation Period, Global Adjustment Election, Global Election Period, Specified Value and Termination Notice. 2. Amendment to Section 1.2 of the Original Agreement. Section 1.2 of the Original Agreement is hereby amended by deleting the phrase beginning with the words "provided, however, that" up to and including the words ", in all cases" in their entirety. 3. Amendment to Section 1.8(a) of the Original Agreement. Section 1.8(a) of the Original Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following: (a) At the Effective Time by virtue of the Merger and without any action on the part of the holder thereof, each share of Frontier Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Frontier Common Stock owned or held directly or indirectly by Global or directly by Frontier, all of which shall be canceled as provided in Section 1.8(c)) shall, be converted into the right to receive that number of shares of Global Common Stock equal to the Exchange Ratio (as defined below) (the "MERGER CONSIDERATION"). "EXCHANGE RATIO" means 2.05 shares of Global Common Stock, as increased by 7% per annum, compounded daily, from and after December 31, 1999 to and including the Effective Time. If prior to the Effective Time, Global should split or combine the shares of Global Common Stock, or pay a stock dividend or other stock distribution in shares of Global Common Stock, or otherwise change the shares of Global Common Stock into any other securities, or make any other dividend or distribution on the shares of Global Common Stock, then the Exchange Ratio will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. 4. Amendment to Section 1.10(c) of the Original Agreement. Section 1.10(c) of the Original Agreement is hereby amended by deleting the last sentence of clause (i) thereof in its entirety. 5. Amendment to Section 1.10(g)(ii) of the Original Agreement. Section 1.10(g)(ii) of the Original Agreement is hereby amended by deleting the word "NASDAQ" and inserting in lieu thereof the words "Nasdaq National Market ("NASDAQ")". 6. Amendment to Article II of the Original Agreement. Article II of the Original Agreement is hereby amended as follows: a. Section 2.1 of the Original Agreement is hereby amended by deleting the words "and, if applicable, cash to be paid as a result of the Cash Top-Up pursuant to Section 7.1(g)"; b. Section 2.2 of the Original Agreement is hereby amended by (i) deleting the words "and any cash to be paid as a result of the Cash Top-Up pursuant to Section 7.1(g)" in clause (B) of the second sentence thereof and inserting the word "and" after the words "Section 2.5," in such clause, (ii) deleting the words "or as a result of a Cash Top-Up pursuant to Section 7.1(g)" in the third sentence thereof and inserting the word "and" after the words "Section 2.3," in such sentence and (iii) deleting the words "and as a result of a Cash Top-Up pursuant to Section 7.1(g)" in the last sentence thereof and inserting the word "and" after the words "Section 2.5," in such sentence; -2- c. Section 2.3 of the Original Agreement is hereby amended by (i) deleting the words "and no cash payment as a result of a Cash Top-Up pursuant to Section 7.1(g)" in the first sentence thereof and (ii) deleting the words "and any cash payment as a result of a Cash Top-Up pursuant to Section 7.1(g)" in the second sentence thereof and inserting the word "and" after the words "Section 2.5," in such sentence; d. Section 2.4 of the Original Agreement is hereby amended by deleting the words "or as a result of a Cash Top-Up pursuant to Section 7.1(g)" and inserting the word "and" after the words "Section 2.3"; e. Section 2.6 of the Original Agreement is hereby amended by deleting the words "and any cash payment as a result of a Cash Top-Up pursuant to Section 7.1(g)" and inserting the word "and" after the words "Section 2.5,"; f. Section 2.8 of the Original Agreement is hereby amended by deleting the second sentence thereof in its entirety; and g. Section 2.12 of the Original Agreement is hereby amended by deleting the words "and any cash payment as a result of a Cash Top-Up pursuant to Section 7.1(g)" in the last sentence thereof and inserting the word "and" after the words "Section 2.5," in such sentence. 7. Amendment to Section 3.1(j) of the Original Agreement. Section 3.1(j) of the Original Agreement is hereby amended by inserting the following sentence at the end thereof: "Frontier has received the opinion of the Frontier Financial Advisor, dated September 2, 1999, to the effect that, as of such date, the Exchange Ratio is fair, from a financial point of view, to the holders of Frontier Common Stock, a copy of which opinion will be made available to Global." 8. Amendment to Section 3.2(i) of the Original Agreement. Section 3.2(i) of the Original Agreement is hereby amended by inserting the following sentence at the end thereof: "Global has received the opinion of the Global Financial Advisor, dated September 1, 1999, to the effect that, as of such date, the Exchange Ratio is fair, from a financial point of view, to Global, a copy of which opinion will be made available to Frontier." 9. Amendment to Section 4.2(h) of the Original Agreement. Section 4.2(h) of the Original Agreement is hereby amended by inserting the words ", and shall take such actions as may be necessary to cause the Merger to qualify (unless such actions would have a Material Adverse Effect on Global after giving effect to the Merger)," after the word "qualifying" in -3- the first sentence thereof and inserting the words "in which the exchange of Frontier Common Stock is not subject to Section 367(a)(1) of the Code by reason of Treas. Reg. Sec. 1.367(a)-3(c)" after the word "Code" in such sentence. 10. Amendment to Section 4.2(k) of the Original Agreement. Section 4.2(k) of the Original Agreement is hereby amended by deleting the second paragraph thereof in its entirety. 11. Amendment to Add a New Section 5.15 to the Original Agreement. The Original Agreement shall be amended by inserting the following new Section 5.15 immediately following Section 5.14 thereof: 5.15 SHARE REPURCHASE PROGRAM. Global shall promptly following the Effective Time institute a six-month open-market stock repurchase program relating to the repurchase of up to $500 million in the aggregate of Global Common Stock from time to time, as determined by Global, based on market conditions, in compliance with the rules and regulations of the SEC, including Rule 10b-18, and consistent with Global's obligations under Section 4.2(h) of the Agreement. 12. Amendment to Section 7.1(g) of the Original Agreement. Section 7.1(g) of the Original Agreement is hereby amended by deleting such Section in its entirety. 13. Amendment to Section 7.3 of the Original Agreement. Section 7.3 of the Original Agreement is hereby amended by inserting the following sentence at the end thereof: "For purposes of this Agreement, the words, "this Agreement" shall mean this Agreement, as amended from time to time, except to the extent such words refer to the date of this Agreement or the date of the execution of this Agreement." 14. Authorization, Execution and Delivery; No Conflicts. (a) This Amendment has been duly authorized, executed and delivered by each party hereto and constitutes a valid and binding agreement of each such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (b) The execution and delivery of this Amendment does not or will not, as the case may be, and the consummation of the transactions contemplated hereby will not, conflict with, or result in a Violation pursuant to: (A) any provision of the constituent documents of each party hereto, or (B) except as would not have a Material Adverse Effect on such -4- party and, subject to obtaining or making the consents, approvals orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such party or any Subsidiary of such party or their respective properties or assets. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to any party hereto or any Subsidiary of such party in connection with the execution and delivery of this Amendment by such party or the consummation of the transactions contemplated hereby, except for the Required Consents and such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not have a Material Adverse Effect on such party. 15. Voting Agreement. Global represents and warrants to Frontier that as of the date of this Amendment, after giving effect to this Amendment and the reaffirmation of the Voting Agreement referred to in the second recital of this Amendment, the shares subject to the Voting Agreement constitute more than the Required Global Vote. 16. Effective Date; No Other Consents or Amendments. Each of the parties hereto agrees that the amendments to the Original Agreement contained herein shall be effective upon execution of this Amendment by each party hereto. Except as expressly amended hereby, the provisions of the Original Agreement are and shall remain in full force and effect. This Amendment shall not be deemed to constitute a waiver of, or consent to, or a modification or amendment of, any other provision of the Original Agreement except as expressly provided herein or to prejudice any other right or rights which any party may now have or may have in the future under or in connection with the Original Agreement. This Amendment shall not constitute an agreement or obligation of any party to consent to, waive, modify or amend any other term, condition, subsection or section of the Original Agreement. 17. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York. 18. Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. -5- IN WITNESS WHEREOF, Global, Merger Sub and Frontier have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. GLOBAL CROSSING LTD. By: /s/ THOMAS J. CASEY --------------------------------------- Name: Thomas J. Casey Title: Vice Chairman GCF ACQUISITION CORP. By: /s/ THOMAS J. CASEY --------------------------------------- Name: Thomas J. Casey Title: Vice Chairman FRONTIER CORPORATION By: /s/ JOSEPH P. CLAYTON -------------------------------------- Name: Joseph P. Clayton Title: Chief Executive Officer Exhibit A to Amendment No. 2 is filed as EXHIBIT 99.1 to this Form 8-K. Exhibit B to Amendment No. 2 is filed as EXHIBIT 99.2 to this Form 8-K. EX-99.1 3 EXHIBIT 99.1 SECOND REAFFIRMATION OF VOTING AGREEMENT AND SHARE TRANSFER RESTRICTION AGREEMENT SECOND REAFFIRMATION OF VOTING AGREEMENT AND SHARE TRANSFER RESTRICTION AGREEMENT, dated as of September 2, 1999 (this "Agreement"), to the Voting Agreement, dated as of March 16, 1999 (the "Voting Agreement"), among certain shareholders (collectively, the "Shareholders") of Global Crossing Ltd., a company formed under the laws of Bermuda ("Global"), Frontier Corporation, a New York corporation (together with its successors and assigns, "Frontier"), and Global. A. Simultaneously with their execution of the Voting Agreement, Global, Frontier and GCF Acquisition Corp. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing for, among other things, the merger of Merger Sub with and into Frontier (the "Merger"). B. Simultaneously with their execution of the Reaffirmation of Voting Agreement, dated as of May 16, 1999, Global, Frontier and Merger Sub entered into Consent and Amendment No. 1 to the Merger Agreement ("Amendment No. 1"). C. The parties intend concurrently with the execution of this Agreement to execute Amendment No. 2 ("Amendment No. 2") to the Merger Agreement, as amended by Amendment No. 1, in order to provide for certain changes to the terms and conditions thereof. D. The parties to the Voting Agreement now desire to amend certain provisions of the Voting Agreement in accordance with Section 4(c) of the Voting Agreement. E. Each Shareholder beneficially owns shares of Common Stock, par value $.01 per share, of Global as set forth opposite such Shareholder's name on Exhibit A. All such shares, together with any shares of capital stock of Global such Shareholder hereinafter acquires, are referred to herein as the "Subject Shares". F. The Shareholders and Global desire to enter into this Agreement to provide for, among other things, certain restrictions on the sale or other transfer of the record ownership or beneficial ownership, or both, of the Subject Shares during the term of this Agreement. G. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Voting Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: SECTION 1. Second Reaffirmation of Voting Agreement. 1.1 Supplement. Section 1(c) of the Voting Agreement is hereby supplemented by the following: "Each Shareholder acknowledges receipt and review of a copy of Amendment No. 2." 1.2 Second Reaffirmation. Each Shareholder reaffirms its obligations under Section 1(a) of the Voting Agreement to be present, in person or represented by proxy, at each meeting of shareholders of Global or in connection with any written consent and to vote (or cause to be voted) or to deliver a written consent (or cause a consent to be delivered) covering all the Subject Shares held by such Shareholder and all Voting Shares to approve the Share Issuance and the Global Charter Amendment and any action required in furtherance thereof and of the Merger and if applicable, the Alternative Merger, and against any action which would reasonably be expected to result in a failure of the conditions described in Section 6.3 of the Merger Agreement to be satisfied, all pursuant to the terms and conditions set forth in the Merger Agreement, as amended by Amendment No. 1 and Amendment No. 2. SECTION 2. Covenants of the Shareholders. As between each of the Shareholders and Global the following agreements in this Section 2 shall be applicable: 2.1 Transfer of Subject Shares. During the term of this Agreement, each Shareholder shall not transfer record ownership or beneficial ownership, or both, of any Subject Shares; provided, that each Shareholder shall be permitted to transfer ownership of Subject Shares (i) in connection with donations to charitable organizations, (ii) pledges or similar security arrangements with third party lenders, (iii) if consented to, prior to the Effective Time, by Global and Frontier, (iv) if consented to, subsequent to the Effective Time, by a committee (the "Committee") of the Board of Directors of Global consisting of one former representative of Frontier (the "Frontier Representative") and one Global member (such consent not to be unreasonably withheld), (v) in connection with a qualified or other domestic relations order or other judicial order, and (vi) in connection with transfers made solely for estate planning purposes, so long as the transferee agrees in writing to be bound by the terms of this Agreement. For the purpose of this Agreement, the term "transfer" means a sale, an assignment, a grant, a transfer, or other disposition of any Subject Shares or any interest of any nature in any Subject Shares, including, without limitation, the "beneficial ownership" of such Subject Shares (as determined pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended). -2- Nothing herein shall affect the obligations of each Shareholder under Section 2 of the Voting Agreement. 2.2 Post Termination Sales. Each Shareholder shall in good faith work toward implementing a program with the purpose that, if and when any such Shareholder determines to sell or otherwise transfer the Subject Shares subsequent to the Termination Date, such sales or transfers would be effected in such a manner as to provide for an orderly trading market for shares of Global Common Stock. 2.3 Further Assurances. Each Shareholder shall execute and deliver during the term of this Agreement, such further certificates, agreements and other documents as Global determines in its sole discretion are necessary or appropriate to implement the restrictions on transfer of the Subject Shares contained in Section 2.1 hereof. SECTION 3. Representations and Warranties of the Shareholders. Each Shareholder severally represents and warrants to each of Frontier and Global as follows: 3.1 Power and Authority. Each Shareholder has all requisite power and authority to execute and deliver and perform its obligations under this Agreement. 3.2 Authorization; Contravention. The execution and delivery by each Shareholder of this Agreement and the performance by it of its obligations under this Agreement have, (1) in the case of each Shareholder that is a corporation, been duly authorized by all necessary corporate action and (2) do not and will not conflict with or result in a violation pursuant to, (A) in the case of each Shareholder that is a corporation, any provision of its certificate of incorporation or bylaws, or similar organizational document, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder, the Subject Shares or any of such Shareholder's other properties or assets. 3.3 Binding Effect. This Agreement, when executed and delivered by each Shareholder will constitute a valid and binding obligation of such Shareholder, enforceable against such Shareholder, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. -3- 3.4 Ownership. Each Shareholder is the record owner or beneficial owner of the Subject Shares listed beside its name in Exhibit A, free and clear of liens except with respect to pledges or other liens that such Shareholder would be entitled to effect or create as of the date of this Agreement pursuant to the second sentence of Section 2 of the Voting Agreement and in accordance with the terms thereof. As of the date of this Agreement, each Shareholder does not own beneficially or of record any equity securities of Global other than the Subject Shares. No Shareholder has appointed or granted any proxy which is still effective with respect to its Subject Shares. Each Shareholder has sole voting power or power to direct the vote of the Global Common Stock set forth beside its name on Exhibit A and on the record date and the date of the Global Shareholders Meeting at which the Share Issuance and the Global Charter Amendment and, if applicable, the Alternative Merger, shall be presented for approval, each Shareholder will have sole voting power or power to direct the vote of all such Shareholder's Subject Shares. 3.5 Litigation. There is no action, suit, investigation, complaint or other proceeding pending against any Shareholder or, to the knowledge of any Shareholder, threatened against any Shareholder or any other entity or person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) performance by any party of its obligations under this Agreement. SECTION 4. Miscellaneous Provisions. 4.1 No Waivers; Remedies; Specific Performance. 4.1.1 No failure or delay by Frontier or Global, as the case may be, in exercising any right, power or privilege under this Agreement shall operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. 4.1.2 In view of the uniqueness of the obligations contained in this Agreement and the fact that Frontier or Global, as the case may be, would not have an adequate remedy at law for money damages in the event that any obligation under this Agreement is not performed in accordance with its terms, each of the Shareholders therefore agrees that Frontier or Global, as the case may be, shall be entitled to specific enforcement of the terms -4- of this Agreement in addition to any other remedy to which Global or Frontier may be entitled, at law or in equity. 4.2 Amendments, etc. No amendment, modification, termination, or waiver of any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the Shareholder thereby affected and, with respect to matters relating to Section 1 hereof, by Frontier and Global, and, with respect to matters relating to Section 2 hereof, by Global and Frontier if prior to the Effective Time, and by the Committee if subsequent to the Effective Time, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. 4.3 Successors and Assigns; Third Party Beneficiaries. 4.3.1 No party shall assign any of its rights or delegate any of its obligations under this Agreement. Any assignment or delegation in contravention of this Section 4.3.1 shall be void ab initio and shall not relieve the assigning or delegating party of any obligation under this Agreement. 4.3.2 The provisions of this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, the express beneficiaries thereof (to the extent provided therein) and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person. 4.4 Governing Law. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto, shall be governed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. 4.5 Severability of Provision. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. -5- 4.6 Term. This Agreement shall be effective as of the date specified in the first paragraph of this Agreement, and shall terminate upon the first to occur of (i) that date which is six months after the Effective Time of the Merger and (ii) the termination of the Merger Agreement pursuant to Section 7.1 thereof (the "Termination Date"). 4.7 Survival. Each representation, warranty or covenant shall remain in full force and effect until the Termination Date. 4.8 Submission to Jurisdiction; Waiver. Each Shareholder and Global irrevocably agrees that any legal action or proceeding with respect to this Agreement may be brought and determined in the courts of the State of New York, and each Shareholder, Frontier and Global hereby irrevocably submit with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non- exclusive jurisdiction of the aforesaid courts. Each Shareholder, Frontier and Global hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 4.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. This Agreement does not involve less than $250,000 and the parties intend that Section 5-1401 of the New York General Obligations will apply to this Agreement. 4.9 Waiver of Jury Trial. Each party, as a condition of its right to enforce or defend any right under or in connection with this Agreement, waives any right to a trial by jury in any action to enforce or defend any right under this Agreement and agrees that any action shall be tried before a court and not before a jury. 4.10 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an originals, with the same effect as if all signatures were on the same instrument. -6- IN WITNESS WHEREOF, the parties have executed and delivered this agreement as of the date first written above. FRONTIER CORPORATION By: /s/ Joseph P. Clayton Joseph P. Clayton Chief Executive Officer GLOBAL CROSSING LTD. By: /s/ Thomas J. Casey Thomas J. Casey Vice Chairman BROWN LIVING TRUST RIDGESTONE CORP. By: /s/ Abbott L. Brown Abbott L. Brown GALENIGHT CORP. By: /s/ Barry Porter Barry Porter CONTINENTAL CASUALTY CORPORATION CONTINENTAL CASUALTY CORP. DESIGNATED HIGH YIELD FUND By: /s/ Hillel Weinberger Hillel Weinberger GLOBAL CROSSING TRUST 1998 By: /s/ Hillel Weinberger Hillel Weinberger, as Trustee GLOBAL CROSSING PARTNERS By: /s/ Hillel Weinberger Hillel Weinberger, as general partner - - CIBC WG ARGOSY MERCHANT FUND 3, LP CIBC WOOD GUNDY CAPITAL (SFC) INC. CO-INVESTMENT MERCHANT FUND, LLC GLOBAL CROSSING LTD., LDC CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Jay R. Bloom Jay R. Bloom DAVID AND ELLEN LEE FAMILY TRUST By: /s/ David Lee David Lee, Trustee SAN PASQUAL CORP. By: /s/ David Lee David Lee PACIFIC CAPITAL GROUP, INC. By: /s/ Gary Winnick Gary Winnick GKW UNIFIED HOLDINGS, LLC By: Pacific Capital Group, Inc. Manager By: /s/ Gary Winnick Gary Winnick MRCo, Inc. By: /s/ Michael R. Steed Michael R. Steed /s/ Abbott L. Brown Abbott L. Brown /s/ Barry Porter Barry Porter -2- /s/ David L. Lee David L. Lee /s/ Gary Winnick Gary Winnick /s/ Lodwrick M. Cook Lodwrick M. Cook /s/ Hillel Weinberger Hillel Weinberger /s/ Jay R. Bloom Jay R. Bloom /s/ Michael R. Steed Michael R. Steed -3- EXHIBIT A Shares Beneficially Share Vote Held Ownership Percentage Gary Winnick 87,591,172 21.22% 9.50% CIBC(Including Jay 88,198,248 21.37% 24.59% R. Bloom and Michael R. Steed) MRCo 30,109,522 7.30% 8.40% Continental 36,442,735 8.83% 9.50% Barry Porter 17,063,809 4.13% 4.75% David Lee 18,559,028 4.50% 5.18% Abbott Brown 10,460,679 2.53% 2.91% Lod Cook 3,324,169 0.81% 0.93% Hillel Weinberger 2,245,674 0.54% Total 293,995,036 71.23% 65.76%* Total Company: 412,732,100 *Excluding shares beneficially held by Hillel Weinberger -1- EX-99.2 4 EXHIBIT 99.2 SHARE TRANSFER RESTRICTION AGREEMENT SHARE TRANSFER RESTRICTION AGREEMENT, dated as of September 2, 1999 (this "Agreement"), among certain shareholders listed on the signature pages hereto of Global Crossing Ltd., a company formed under the laws of Bermuda (the "Global Shareholders" and "Global", respectively) and certain shareholders listed on the signature pages hereto of Frontier Corporation, a New York corporation (the "Frontier Shareholders" and "Frontier", respectively) on the one hand, and Global on the other hand. The Global Shareholders and Frontier Shareholders are referred to herein collectively as the "Shareholders". A. Global, Frontier and GCF Acquisition Corp. ("Merger Sub") are parties to that certain Agreement and Plan of Merger, dated as of March 16, 1999, as amended by Consent and Amendment No. 1, dated as of May 16, 1999, and by Amendment No. 2, dated as of September 2, 1999 (as amended, the "Merger Agreement"), providing for, among other things, the merger of Merger Sub with and into Frontier (the "Merger"). B. Each Global Shareholder beneficially owns shares of Common Stock, par value $.01 per share, of Global (the "Global Common Stock"). Each Frontier Shareholder beneficially owns shares of Common Stock, par value $1.00 per share, of Frontier (the "Frontier Common Stock"). Upon consummation of the Merger, each share of Frontier Common Stock will be converted into the right to receive shares of Global Common Stock as set forth in the Merger Agreement and each Frontier Shareholder shall beneficially own shares of Global Common Stock as a result of the consummation of the transactions contemplated by the Merger Agreement. All such shares of Frontier Common Stock, together with any other shares of capital stock of Frontier any such Frontier Shareholder acquires prior to the Effective Time (as defined in the Merger Agreement) of the Merger and the shares of Global Common Stock received by each Frontier Shareholder in the Merger and all such shares of Global Common Stock held by each Global Shareholder, together with any other shares of capital stock of Global any such Shareholder hereinafter acquires, are referred to as the "Subject Shares". C. The Shareholders and Global desire to enter into this Agreement to provide for, among other things, certain restrictions on the sale or other transfer of the record ownership or the beneficial ownership, or both, of the Subject Shares from the date hereof until the termination of this Agreement. D. Each Shareholder acknowledges that Global and Frontier are entering into Amendment No. 2 to the Merger Agreement in reliance on the covenants and other agreements of the Shareholders set forth in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: SECTION 1. Covenants of the Shareholders. 1.1 Transfer of Subject Shares. During the term of this Agreement, each Shareholder shall not transfer record ownership or beneficial ownership, or both, of any Subject Shares; provided, that each Shareholder shall be permitted to transfer ownership of Subject Shares (i) in connection with donations to charitable organizations, (ii) pledges or similar security arrangements with third party lenders, (iii) if consented to, prior to the Effective Time, by Global and Frontier, (iv) if consented to, subsequent to the Effective Time, by a committee (the "Committee") of the Board of Directors of Global consisting of one former representative of Frontier (the "Frontier Representative") and one Global member (such consent not to be unreasonably withheld), (v) in connection with a qualified or other domestic relations order or other judicial order, and (vi) in connection with transfers made solely for estate planning purposes, so long as the transferee agrees in writing to be bound by the terms of this Agreement. For the purpose of this Agreement, the term "transfer" means a sale, an assignment, a grant, a transfer, or other disposition of any Subject Shares or any interest of any nature in any Subject Shares, including, without limitation, the "beneficial ownership" of such Subject Shares (as determined pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended). 1.2 Further Assurances. Each Shareholder shall execute and deliver during the term of this Agreement, such further certificates, agreements and other documents as Global determines in its sole discretion are necessary or appropriate to implement the restrictions on transfer of the Subject Shares contained in Section 1.1 hereof. SECTION 2. Representations and Warranties of the Shareholders. Each Shareholder severally represents and warrants to Global as follows: 2.1 Power and Authority. Each Shareholder has all requisite power and authority to execute and deliver and perform its obligations under this Agreement. 2.2 Authorization; Contravention. The execution and delivery by each Shareholder of this Agreement and the performance by it of its -2- obligations under this Agreement have, (1) in the case of each Shareholder that is a corporation, been duly authorized by all necessary corporate action and (2) do not and will not conflict with or result in a violation pursuant to, (A) in the case of each Shareholder that is a corporation, any provision of its certificate of incorporation or bylaws, or similar organizational document, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder, the Subject Shares or any of such Shareholder's other properties or assets. 2.3 Binding Effect. This Agreement, when executed and delivered by each Shareholder will constitute a valid and binding obligation of such Shareholder, enforceable against such Shareholder, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally, by general equity principles, (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. 2.4 Litigation. There is no action, suit, investigation, complaint or other proceeding pending against any Shareholder or, to the knowledge of any Shareholder, threatened against any Shareholder or any other entity or person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) performance by any party of its obligations under this Agreement. SECTION 3. Miscellaneous Provisions. 3.1 No Waivers; Remedies; Specific Performance. 3.1.1 No failure or delay by Global in exercising any right, power or privilege under this Agreement shall operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. 3.1.2 In view of the uniqueness of the obligations contained in this Agreement and the fact that Global would not have an adequate remedy at law for money damages in the event that any obligation under this Agreement is not performed in accordance with its terms, each of the Shareholders therefore agrees that Global shall be entitled to specific enforcement of the terms of this -3- Agreement in addition to any other remedy to which Global may be entitled, at law or in equity. 3.2 Amendments, etc. No amendment, modification, termination, or waiver of any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the Shareholder thereby affected and by Global and Frontier if prior to the Effective Time, and by the Committee if subsequent to the Effective Time, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. 3.3 Successors and Assigns; Third Party Beneficiaries. 3.3.1 No party shall assign any of its rights or delegate any of its obligations under this Agreement. Any assignment or delegation in contravention of this Section 3.3.1 shall be void ab initio and shall not relieve the assigning or delegating party of any obligation under this Agreement. 3.3.2 The provisions of this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, the express beneficiaries thereof (to the extent provided therein) and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person. 3.4 Governing Law. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto, shall be governed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. 3.5 Severability of Provision. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 3.6 Term. This Agreement shall be effective as of the date specified in the first paragraph of this Agreement, and shall terminate upon the first to occur of (i) that date which is six months after the Effective Time of the Merger and (ii) the termination of the Merger Agreement pursuant to Section 7.1 thereof (the "Termination Date"). -4- 3.7 Survival. Each representation, warranty or covenant shall remain in full force and effect until the Termination Date. 3.8 Submission to Jurisdiction; Waiver. Each Shareholder and Global irrevocably agrees that any legal action or proceeding with respect to this Agreement may be brought and determined in the courts of the State of New York, and each Shareholder and Global hereby irrevocably submit with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts. Each Shareholder and Global hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above- named courts for any reason other than the failure to serve process in accordance with this Section 3.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. This Agreement does not involve less than $250,000 and the parties intend that Section 5-1401 of the New York General Obligations will apply to this Agreement. 3.9 Waiver of Jury Trial. Each party, as a condition of its right to enforce or defend any right under or in connection with this Agreement, waives any right to a trial by jury in any action to enforce or defend any right under this Agreement and agrees that any action shall be tried before a court and not before a jury. 3.10 Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly given (1) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (3) on the tenth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be given to Global and Frontier at its address stated in Section 8.2 of the Merger Agreement and all notices to the Shareholders shall be given at their respective addresses in the records of Global, or Frontier, as the case may be, or, in each case, at any other address as the party may specify for this purpose by notice to the other parties. -5- 3.11 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. -6- IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. GLOBAL SHAREHOLDERS /s/ William Carter, Jr. Name: William Carter, Jr. /s/ Dan Cohrs Name: Dan Cohrs /s/ John Comparin Name: John Comparin /s/ Wallace S. Dawson Name: Wallace S. Dawson /s/ James Gorton Name: James Gorton /s/ Robert Sheh Name: Robert Sheh /s/ Thomas J. Casey Name: Thomas J. Casey /s/ Jack M. Scanlon Name: Jack M. Scanlon /s/ Robert Annunziata Name: Robert Annunziata /s/ William E. Conway Name: William E. Conway /s/ Dean C. Kehler Name: Dean C. Kehler /s/ Geoffrey J.W. Kent Name: Geoffrey J.W. Kent /s/ Jay R. Levine -2- Name: Jay R. Levine /s/ William P. Phoenix Name: William P. Phoenix /s/ Bruce Raben Name: Bruce Raben FRONTIER SHAREHOLDERS /s/ Robert Barrett Name: Robert Barrett /s/ Joseph P. Clayton Name: Joseph P. Clayton /s/ Rolla P. Huff Name: Rolla P. Huff -4- EX-99.3 5 EXHIBIT 99.3 Global Crossing and Frontier Amend Merger Agreement to Increase Deal Certainty Boards and Management Reaffirm Commitment to Strategic Combination Highlights of Merger Amendments The exchange ratio will now be fixed at 2.05 Global Crossing shares for each Frontier share. Because of the fixed ratio, the Frontier walk-away right, as it relates to Global Crossing's stock price, has been eliminated. Global Crossing has agreed to institute a stock repurchase program of up to $500 million promptly following the close of the merger. Key management and inside shareholders of Global Crossing and Frontier have agreed to enter into or to extend their "lock-up," and not sell their shares for at least six months following the completion of the merger. The inside shareholders of Global Crossing also have agreed to create and implement an orderly disposition program thereafter if they wish to sell. The parties are working to meet an expected closing date of later this month. HAMILTON, BERMUDA and ROCHESTER, NEW YORK -September 2, 1999 -Global Crossing, Ltd. (NASDAQ:GBLX) and Frontier Corporation (NYSE:FRO), which have agreed to combine to create the world's first global Internet Protocol (IP) communications company, announced today their boards of directors have unanimously approved an amended merger agreement. The amendments are designed to increase deal certainty and demonstrate management's commitment to the strategic merits of the transaction. "We're pleased to have brought more certainty to the realization of our merger with Frontier, and also pleased that the Frontier board of directors has once again reaffirmed its commitment to complete the merger with Global Crossing as planned," said Bob Annunziata, Global Crossing's chief executive officer. "We were motivated to revise our agreement by the overwhelming strategic and financial benefits of our merger, and are now looking forward to its prompt closing. Frontier's unsurpassed U.S. fiber optic network combined with Global Crossing's worldwide network will connect more than 160 of the largest business centers worldwide and create the world's first truly global telecommunications and Internet service provider." The combined company will offer industry-leading capabilities in web hosting, IP applications and data services to customers worldwide over the first seamless global IP network, spanning over 77,000 route miles and connecting 20 countries. "This is a win-win for customers and shareholders of both companies," said Joseph P. Clayton, Frontier's chief executive officer. "Speed-to-market is critical in the new Internet economy. Together, we will leverage the unique combination of our assets to quickly establish a leadership position in what is expected to be a $1 trillion market by 2003." Details of Revised Transaction Under the terms of the revised agreement, Frontier shareholders will receive 2.05 Global Crossing common shares for each share of Frontier stock. Given that the exchange ratio has now been fixed, the need for a "collar" -1- provision and "pricing period" has been eliminated. As a result, Frontier has also agreed to eliminate its walk-away right as it relates to declines in Global Crossing's stock price. Pursuant to the revised merger agreement, Global Crossing's board has authorized a six-month open market stock repurchase program to be instituted promptly following the closing of the merger for up to $500 million in the aggregate. The repurchases would occur from time-to-time, as determined by Global Crossing, depending upon market conditions. In addition, shareholders representing more than two-thirds of the equity of Global Crossing, in addition to Joseph P. Clayton and Rolla P. Huff, Frontier's president and chief operating officer, have agreed not to sell any of their shares of Global Crossing within six months of the close of the merger. Furthermore, the inside Global Crossing shareholders have agreed that following that date, should they wish to sell their shares, they will do so only through the creation and implementation of an orderly disposition program. The Global Crossing shareholders include Canadian Imperial Bank of Commerce, Continental Casualty Corp., MRCo (an affiliate of Union Labor Life Insurance Co.), and the individual founders and executives on Global Crossing's board of directors, together with each of their affiliates. Under the terms of the revised agreement, the transaction is valued at approximately $10 billion, based on yesterday's closing price of Global Crossing shares. The merged company will be approximately 55 percent owned by current Global Crossing shareholders and 45 percent owned by current Frontier shareholders. The transaction is still expected to qualify as a tax-free reorganization to Frontier shareholders and is expected to be accounted for as a purchase. Upon closing, the transaction is expected to be immediately accretive to Global Crossing's operating cash flow. Anticipated Timing Shareholders of Global Crossing are scheduled to meet on September 22 and shareholders of Frontier on September 23 to vote on the terms of the revised agreement, which is subject to shareholder approval. Revised proxy material will be distributed to shareholders of both companies shortly. Shareholders of Global Crossing representing in excess of 51 percent of the voting power of the company have executed agreements to vote in favor of the merger. The parties are working to meet an expected closing date of later this month. About Global Crossing Global Crossing is building and operating the world's most advanced global IP-based data-centric network, an end-to-end fiber optic platform for data, voice, video, and Internet transmissions. The Global Crossing network will span five continents and address 80 percent of the world's international traffic. A new unit of Global Crossing, Global Marine Systems Limited, possesses the largest flotilla of cable laying and maintenance vessels in the world and currently services more than a third of the world's undersea cable kilometers. Global Crossing's operations are headquartered in Hamilton, Bermuda, with executive offices in Los Angeles. -2- About Frontier Frontier Corporation (NYSE:FRO), is a leading Internet Protocol (IP) applications and communications services provider. Frontier recently agreed to merge with Global Crossing Ltd. (NASDAQ:GBLX). The combined company will own and operate the first seamless global IP network with more than 77,000 ultra-high bandwidth fiber miles connecting 159 major cities in 19 countries. For more information, visit www.frontiercorp.com Statements made in this press release that state the company's or management's intentions, beliefs, expectations, or predictions for the future are forward-looking statements. It is important to note that the company's actual results could differ materially from those projected in such forward- looking statements. Information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time-to-time in the company's filings with the U.S. Securities and Exchange Commission (SEC). Copies of these filings may be obtained by contacting the company or the SEC. FOR MORE INFORMATION CONTACT: Global Crossing Frontier Investors/Analysts: Investors/Analysts: Jensen Chow 310/385-5283 Kirsten Sullivan 716/777-6179 jchow@globalcrossing.com ksullivan@frontiercorp.com Press: Press: Heather Reeves 212/687-8080 Jim Collins 716/777-6950 hreeves@sardverb.com jcollins@frontiercorp.com or or Tom Goff 310/385-5231 Michele Sadwick 716/777-6021 tgoff@globalcrossing.com msadwick@frontiercorp.com -3- -----END PRIVACY-ENHANCED MESSAGE-----