-----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, JiUnoTFumVEIbWpGQs5np+Nm3CMV06YR8J7E4bzWdMjElxPZ4Jhuw+XLkuSsH8Ts kZ8i7igagZZJs6m6LUHHhA== 0001145549-03-001639.txt : 20031219 0001145549-03-001639.hdr.sgml : 20031219 20031219122534 ACCESSION NUMBER: 0001145549-03-001639 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031219 GROUP MEMBERS: SINGAPORE TECHNOLOGIES PTE LTD GROUP MEMBERS: STT COMMUNICATIONS LTD GROUP MEMBERS: STT CROSSING LTD GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD CENTRAL INDEX KEY: 0001219573 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 CUPPAGE RD #09-01 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 BUSINESS PHONE: 011658361128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CROSSING LTD CENTRAL INDEX KEY: 0001061322 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 980189783 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55643 FILM NUMBER: 031064222 BUSINESS ADDRESS: STREET 1: WESSEX HOUSE 45 REID ST STREET 2: HAMILTON HM12 CITY: BERMUDA STATE: D0 ZIP: HM12 BUSINESS PHONE: 4412968600 MAIL ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON HM12 CITY: BERMUDA SC 13D 1 u92237sc13d.txt SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Crossing Limited - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) G3921A175 - -------------------------------------------------------------------------------- (CUSIP Number) Pek Siok Lan c/o Singapore Technologies Telemedia Pte Ltd 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 Telephone: (65) 6723 8668 Facsimile: (65) 6720 7277 Copy to Michael W. Sturrock, Esq. Latham & Watkins LLP 80 Raffles Place #14-20 Singapore 048624 Telephone: (65) 6536 1161 Facsimile: (65) 6536 1171 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. G3921A175 Page 2 of 22 Pages - ---------------------------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Temasek Holdings (Private) Limited - ---------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------------------------------- 4 Source Of Funds AF - ---------------------------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore - ---------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON -------------------------------------------------------------------- WITH 8 Shared Voting Power 24,600,000(1) -------------------------------------------------------------------- 9 Sole Dispositive Power 0 -------------------------------------------------------------------- 10 Shared Dispositive Power 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] - ---------------------------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 61.50% - ---------------------------------------------------------------------------------------------------- 14 Type Of Reporting Person CO - ----------------------------------------------------------------------------------------------------
- ---------- (1) Comprises 6,600,000 common shares and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer. SCHEDULE 13D CUSIP No. G3921A175 Page 3 of 22 Pages - ---------------------------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Singapore Technologies Pte Ltd - ---------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------------------------------- 4 Source Of Funds WC - ---------------------------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore - ---------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON -------------------------------------------------------------------- WITH 8 Shared Voting Power 24,600,000(1) -------------------------------------------------------------------- 9 Sole Dispositive Power 0 -------------------------------------------------------------------- 10 Shared Dispositive Power 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] - ---------------------------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 61.50% - ---------------------------------------------------------------------------------------------------- 14 Type Of Reporting Person CO - ----------------------------------------------------------------------------------------------------
- ---------- (1) Comprises 6,600,000 common shares, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer. SCHEDULE 13D CUSIP No. G3921A175 Page 4 of 22 Pages - ---------------------------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Singapore Technologies Telemedia Pte Ltd - ---------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------------------------------- 4 Source Of Funds AF - ---------------------------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore - ---------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON -------------------------------------------------------------------- WITH 8 Shared Voting Power 24,600,000(1) -------------------------------------------------------------------- 9 Sole Dispositive Power 0 -------------------------------------------------------------------- 10 Shared Dispositive Power 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] - ---------------------------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 61.50% - ---------------------------------------------------------------------------------------------------- 14 Type Of Reporting Person CO - ----------------------------------------------------------------------------------------------------
- ---------- (1) Comprises 6,600,000 common shares, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer. SCHEDULE 13D CUSIP No. G3921A175 Page 5 of 22 Pages - ---------------------------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STT Communications Ltd - ---------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------------------------------- 4 Source Of Funds AF - ---------------------------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Singapore - ---------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON -------------------------------------------------------------------- WITH 8 Shared Voting Power 24,600,000(1) -------------------------------------------------------------------- 9 Sole Dispositive Power 0 -------------------------------------------------------------------- 10 Shared Dispositive Power 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] - ---------------------------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 61.50% - ---------------------------------------------------------------------------------------------------- 14 Type Of Reporting Person CO - ----------------------------------------------------------------------------------------------------
- ---------- (1) Comprises 6,600,000 common shares, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer. SCHEDULE 13D CUSIP No. G3921A175 Page 6 of 22 Pages - ---------------------------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STT Crossing Ltd - ---------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------------------------------- 4 Source Of Funds AF - ---------------------------------------------------------------------------------------------------- 5 Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] - ---------------------------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization Mauritius - ---------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON -------------------------------------------------------------------- WITH 8 Shared Voting Power 24,600,000(1) -------------------------------------------------------------------- 9 Sole Dispositive Power 0 -------------------------------------------------------------------- 10 Shared Dispositive Power 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 24,600,000(1) - ---------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount In Row (11) Excludes Certain Shares [ ] - ---------------------------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 61.50% - ---------------------------------------------------------------------------------------------------- 14 Type Of Reporting Person CO - ----------------------------------------------------------------------------------------------------
- ---------- (1) Comprises 6,600,000 common shares, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer. Page 7 of 22 Pages ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement on Schedule 13D (this "Statement") relates is the common shares, par value $.01 per share (the "Common Shares"), of Global Crossing Limited, a company organized under the laws of Bermuda (the "Issuer"), with its principal executive offices located at Wessex House, 45 Reid Street, Hamilton HM12, Bermuda. ITEM 2. IDENTITY AND BACKGROUND The name, address, place of organization and principal business of the persons filing this Statement (the "Reporting Persons") are set forth below: Temasek Holdings (Private) Limited ("Temasek") 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (a Singapore company) Principal business of Temasek: Investment holding company. Singapore Technologies Pte Ltd ("STPL") 51 Cuppage Road #09-01 StarHub Centre Singapore 229469 (a Singapore company) Principal business of STPL: Technology based multinational conglomerate providing research, development, manufacturing and management in engineering, technology, infrastructure, property and financial services. Singapore Technologies Telemedia Pte Ltd ("STT") 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 (a Singapore company) Principal business of STT: Strategic media and telecommunications services, investment holding and management services. STT Communications Ltd ("STT Comm") 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 (a Singapore company) Principal business of STT Comm: Information/communications services and investment holding. STT Crossing Ltd ("STT Crossing") 10 Frere Felix de Valois Street Port Louis Mauritius (a Mauritius company) Principal business of STT Crossing: Investment holding. Page 8 of 22 Pages STT Crossing is a wholly-owned subsidiary of STT Comm. STT Comm is a 99% owned subsidiary of STT, which is a wholly-owned subsidiary of STPL. STPL is an indirect, wholly-owned subsidiary of Temasek. Information regarding the executive officers and directors of the Reporting Persons is set forth on Schedule A attached hereto and is incorporated herein by reference. During the last five years, none of the Reporting Persons nor, to the knowledge of any Reporting Persons, any other person named in Item 2 (including Schedule A) has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 9, 2003, the Issuer and STT Crossing consummated the acquisition by STT Crossing of 6,600,000 Common Shares and 18,000,000 preferred shares, par value $.10 per share of the Issuer (the "Preferred Shares" and, together with the Common Shares, the "Shares"), upon the terms and subject to the conditions set forth in the Purchase Agreement, dated as of August 9, 2002, by and among Global Crossing Ltd., a company organized under the laws of Bermuda ("Global Crossing Ltd."), Global Crossing Holdings Ltd., a company organized under the laws of Bermuda ("Global Crossing Holdings"), the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings, Hutchison Telecommunications Limited, a company organized under the laws of Hong Kong, and STT, as amended by the amendments dated as of December 20, 2002, May 13, 2003, October 13, 2003, November 14, 2003 and December 3, 2003 and the letter agreement dated as of December 9, 2003 (as amended, the "Purchase Agreement"). The aggregate purchase price for the Shares acquired by STT Crossing pursuant to the Purchase Agreement was $250,000,000. STPL provided the funds for the purchase price from its working capital. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of the Shares pursuant to the Purchase Agreement was to give STT Crossing a 61.50% interest in the Issuer. The purpose of the acquisition of the Notes (as defined below) pursuant to the Purchase Agreement was to facilitate the closing of the purchase of the Shares. Except as described in this Statement and except for transfers of the Shares or Notes which may be made to direct or indirect subsidiaries of STT, the Reporting Persons currently have no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although the Reporting Persons reserve the right to develop such plans). The Reporting Persons intend to review the investment in the Issuer from time to time, including the Issuer's business, the market price of the Common Shares, conditions in the securities market generally, and general economic and industry conditions. Based on their review of these and other relevant factors, the Reporting Persons may from time to time (i) acquire additional Shares or other equity or debt securities of the Issuer, (ii) dispose of any of their holdings in the Issuer or (iii) otherwise change their intention with respect to any or all of the matters referred to in this Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Page 9 of 22 Pages (a) - (b) Temasek, through its ownership of STPL, may be deemed to share voting and dispositive power over the Shares beneficially owned by STT, STT Comm and STT Crossing. However, pursuant to Rule 13d-4 under the Exchange Act, Temasek expressly disclaims beneficial ownership of such Shares. STPL, through its ownership of STT, may be deemed to share voting and dispositive power over the Shares beneficially owned by STT, STT Comm and STT Crossing. STT, through its ownership of STT Comm and STT Crossing, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 24,600,000 Common Shares (which comprises 6,600,000 Common Shares, and 18,000,000 Common Shares that may be acquired upon conversion of the Preferred Shares), or 61.5% of the outstanding Common Shares, and to have shared power over the voting and disposition of such Shares. STT Comm, through its ownership of STT Crossing, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 24,600,000 Common Shares (which comprises 6,600,000 Common Shares, and 18,000,000 Common Shares that may be acquired upon conversion of the Preferred Shares), or 61.5% of the outstanding Common Shares, and to have shared power over the voting and disposition of such Shares. STT Crossing is the beneficial owner of 24,600,000 Common Shares (which comprises 6,600,000 Common Shares, and 18,000,000 Common Shares that may be acquired upon conversion of the Preferred Shares), or 61.5% of the outstanding Common Shares, and has shared power over the voting and disposition of such Shares. (c) Except as described in Item 3, there have been no transactions by the Reporting Persons in securities of the Issuer during the past sixty days. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer (as set forth in Schedule A) of any of the Reporting Persons in securities of the Issuer during the past sixty days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On January 28, 2002, Global Crossing Ltd. and many of its subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York, and commenced insolvency proceedings in the Supreme Court of Bermuda. Several additional subsidiaries of Global Crossing Ltd. subsequently commenced chapter 11 cases and Bermuda insolvency proceedings. On March 25, 2002, the Bankruptcy Court approved bidding and auction procedures for the sale of the company. On August 9, 2002, Global Crossing Ltd., STT and other parties signed the Purchase Agreement. Under the Purchase Agreement, as amended, STT agreed to invest a total of $250 million for a 61.5% equity interest in the Issuer and to invest $200 million for senior secured notes due 2006 (the "Notes"), both upon Global Crossing Ltd.'s emergence from chapter 11 bankruptcy. The Notes were issued by Global Crossing North American Holdings, Inc. ("GCNAH"), a subsidiary of the Issuer and were issued pursuant to an Indenture, dated as of December 9, 2003, by and among the Issuer, GCNAH, certain guarantors of the Notes and Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture"). Closing of the transactions, and the emergence from chapter 11 bankruptcy, occurred on December 9, 2003. In connection with the acquisition of the Shares, the Issuer amended and restated its bye-laws (the "Bye-laws"). Pursuant to the Bye-laws, STT Crossing, STT, and subsidiaries of STT who are shareholders of the Issuer from time to time (the "STT Shareholder Group") are entitled to appoint members of the Issuer's board of directors. The board of directors will initially consist of 10 members, and the STT Page 10 of 22 Pages Shareholder Group has the right to appoint up to eight of those ten members for renewable terms of three years each. The number of directors the STT Shareholder Group has the right to appoint under the Bye-laws is subject to adjustment depending upon the percentage of outstanding Common Shares (calculated on a fully diluted basis) the STT Shareholder Group owns. As long as the STT Shareholder Group has the right to appoint at least 2 directors, it is entitled to designate the chairman of the audit, compensation, executive, and nominating committees. In addition, subject to applicable law, regulation, regulatory or listing requirement, for so long as the STT Shareholder Group has the right to appoint at least one director to the board, each committee of the board will contain the same proportional representation of the STT Shareholder Group as the board of directors, and in all cases will include at least one director designated by the STT Shareholder Group. In addition, the Bye-laws provide that, for so long as the STT Shareholder Group is entitled to appoint at least two directors, appointment or removal of any senior officers of the Issuer shall be subject to the approval of the board, which shall include the approval of at least one of the directors appointed by the STT Shareholder Group. Under the Bye-laws, if at any time the STT Shareholder Group holds more than 90% of the outstanding shares of the Issuer, STT must make an offer to acquire the remaining shares held by the other shareholders of the Issuer at a price determined in accordance with the Bye-laws. Under the Bye-laws, the STT Shareholder Group has preemptive rights to purchase a pro rata share of any equity securities issued by the Issuer (including capital, interests, options, warrants, and any other equity securities of the Issuer). These preemptive rights expire upon the event of a Listing. In order to amend certain provisions of the Bye-laws, the Issuer must obtain the approval of the STT Shareholder Group. Under the Certificate of Designations governing the Preferred Shares (the "Certificate of Designations"), for so long as STT and its affiliates own at least 15% of the Preferred Shares, the affirmative vote of a majority of the Preferred Shares is required in order for the Issuer to take the following actions, with certain exceptions as described in the Certificate of Designations: - the appointment or replacement of the chief executive officer of the Issuer; - any acquisition or disposition of assets for aggregate consideration in excess of $25,000,000; - any merger, amalgamation or consolidation; - any issuance, redemption or repurchase of equity securities; - the incurrence or guarantee of indebtedness, other than existing indebtedness, indebtedness obtained during the ordinary course of business, and consolidated indebtedness in an aggregate amount not to exceed $25,000,000 in any calendar year; - the incurrence of any single capital expenditure in excess of $25,000,000; - the commencement of a bankruptcy or other similar proceeding or actions; - entering into or varying the material terms of any related party transactions; - distributing to holders of Common Shares evidence of indebtedness, any shares of the Issuer, securities, or cash or assets; or - amending, repealing, waiving or modifying the Certificate of Designations. Under the Indenture, the Issuer is restricted in its ability to take the following actions, among other things, with certain exceptions and conditions as described in the Indenture: - pay or declare dividends, repurchase equity securities and make other restricted payments; - incur indebtedness; - sell assets; Page 11 of 22 Pages - enter into transactions with affiliates; - create or incur liens; - change of the Issuer's business; or - effect a merger or consolidation. In connection with the acquisition of the Shares, the Issuer and STT Crossing executed a registration rights agreement (the "Registration Rights Agreement") pursuant to which the Issuer granted STT Crossing customary demand and piggy back registration rights for the registration by the Issuer of the Shares under the Securities Act of 1933, as amended. STT Crossing may assign the foregoing rights. STT expects to enter into a customary registration rights agreement with the Issuer and GCNAH in connection with the Notes. On September 24, 2003, Global Crossing Ltd., the Issuer, STT, the Federal Bureau of Investigation ("FBI"), the U.S. Department of Justice ("DOJ"), the Department of Defense ("DOD") and the Department of Homeland Security ("DHS") entered into an agreement (the "Network Security Agreement") to ensure that, among other things, the DOJ, DOD and DHS and other entities with responsibility for enforcing the law, protecting the national security and preserving public safety can proceed in a legal, secure and confidential manner to satisfy these responsibilities with respect to the Issuer. The Network Security Agreement also requires the establishment of a security committee of the Issuer's board of directors. The descriptions of the Purchase Agreement, the Bye-Laws, the Certificate of Designations, the Indenture, the Registration Rights Agreement, and the Network Security Agreement contained in this Statement are qualified in their entirety by reference to such documents, a copy of which appear as exhibits to this Statement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Purchase Agreement, dated as of August 9, 2002, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd., Hutchison Telecommunications Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.12 to the Annual Report on Form 10-K filed by Global Crossing Limited with the Securities and Exchange Commission on December 8, 2003 (the "Form 10-K")). 2. Amendment to Purchase Agreement, dated as of December 20, 2002, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd., Singapore Technologies Telemedia Pte Ltd, and Hutchison Telecommunications Ltd. (incorporated by reference to Exhibit 2.13 of the Form 10-K). 3. Amendment No. 2 to Purchase Agreement, dated as of May 13, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.14 of the Form 10-K). 4. Amendment No. 3 to Purchase Agreement, dated as of October 13, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.15 of the Form 10-K). 5. Amendment No. 4 to Purchase Agreement, dated as of November 14, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Page 12 of 22 Pages Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.16 of the Form 10-K). 6. Amendment No. 5 to Purchase Agreement, dated as of December 3, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.17 of the Form 10-K). 7. Letter Agreement, dated as of December 9, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd. 8. Registration Rights Agreement, dated as of December 9, 2003, by and between Global Crossing Limited and STT Crossing Ltd (incorporated by reference to Exhibit 10.12 of the Form 10-K). 9. Bye-laws of Global Crossing Limited (incorporated by reference to Exhibit 3.7 of the Form 10-K). 10. Certificate of Designations of the preferred shares, par value $.10 per share, of Global Crossing Limited (incorporated by reference to Exhibit 4.2 of the Form 10-K). 11. Indenture, dated as of December 9, 2003, by and among Global Crossing North American Holdings, Inc., the Issuer, certain guarantors and Wells Fargo Bank Minnesota, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Form 10-K). 12. Network Security Agreement, dated as of September 24, 2003, by and among Global Crossing Ltd., Global Crossing Limited, Singapore Technologies Telemedia Pte Ltd, the Federal Bureau of Investigation, the U.S. Department of Justice, the Department of Defense, and the Department of Homeland Security (incorporated by reference to Exhibit 10.13 of the Form 10-K). 13. Joint Filing Agreement, dated as of December 19, 2003, by and among Temasek Holdings (Private) Limited, Singapore Technologies Pte Ltd, Singapore Technologies Telemedia Pte Ltd, STT Communications Ltd, and STT Crossing Ltd. Page 13 of 22 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 19, 2003 TEMASEK HOLDINGS (PRIVATE) LIMITED By /s/ Jeffrey Chua ----------------------------------- Name: Jeffrey Chua Title: Director, Legal/Secretariat SINGAPORE TECHNOLOGIES PTE LTD By /s/ Chia Yue Joo ----------------------------------- Name: Chia Yue Joo Title: Director, Legal SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD By /s/ Pek Siok Lan ----------------------------------- Name: Pek Siok Lan Title: Company Secretary STT COMMUNICATIONS LTD By /s/ Pek Siok Lan ----------------------------------- Name: Pek Siok Lan Title: Company Secretary STT CROSSING LTD By /s/ Pek Siok Lan ----------------------------------- Name: Pek Siok Lan Title: Director Page 14 of 22 Pages EXHIBIT INDEX 1. Purchase Agreement, dated as of August 9, 2002, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd., Hutchison Telecommunications Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.12 to the Annual Report on Form 10-K filed by Global Crossing Limited with the Securities and Exchange Commission on December 8, 2003 (the "Form 10-K")). 2. Amendment to Purchase Agreement, dated as of December 20, 2002, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd., Singapore Technologies Telemedia Pte Ltd, and Hutchison Telecommunications Ltd. (incorporated by reference to Exhibit 2.13 of the Form 10-K). 3. Amendment No. 2 to Purchase Agreement, dated as of May 13, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.14 of the Form 10-K). 4. Amendment No. 3 to Purchase Agreement, dated as of October 13, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.15 of the Form 10-K). 5. Amendment No. 4 to Purchase Agreement, dated as of November 14, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.16 of the Form 10-K). 6. Amendment No. 5 to Purchase Agreement, dated as of December 3, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd., the Joint Provisional Liquidators of Global Crossing Ltd. and Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd (incorporated by reference to Exhibit 2.17 of the Form 10-K). 7. Letter Agreement, dated as of December 9, 2003, by and among Global Crossing Ltd., Global Crossing Holdings Ltd. and Singapore Technologies Telemedia Pte Ltd. 8. Registration Rights Agreement, dated as of December 9, 2003, by and between Global Crossing Limited and STT Crossing Ltd (incorporated by reference to Exhibit 10.12 of the Form 10-K). 9. Bye-laws of Global Crossing Limited (incorporated by reference to Exhibit 3.7 of the Form 10-K). 10. Certificate of Designations of the preferred shares, par value $.10 per share, of Global Crossing Limited (incorporated by reference to Exhibit 4.2 of the Form 10-K). 11. Indenture, dated as of December 9, 2003, by and among Global Crossing North American Holdings, Inc., the Issuer, certain guarantors and Wells Fargo Bank Minnesota, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Form 10-K). 12. Network Security Agreement, dated as of September 24, 2003, by and among Global Crossing Ltd., Global Crossing Limited, Singapore Technologies Telemedia Pte Ltd, the Federal Bureau of Investigation, the U.S. Department of Justice, the Department of Defense, and the Department of Homeland Security (incorporated by reference to Exhibit 10.13 of the Form 10-K). Page 15 of 22 Pages 13. Joint Filing Agreement, dated as of December 19, 2003, by and among Temasek Holdings (Private) Limited, Singapore Technologies Pte Ltd, Singapore Technologies Telemedia Pte Ltd, STT Communications Ltd, and STT Crossing Ltd. Page 16 of 22 Pages SCHEDULE A The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below. The following is a list of the executive officers and directors of Temasek Holdings (Private) Limited ("Temasek"):
Name, Business Address and Positions at Temasek Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- S Dhanabalan Chairman, Singaporean 60B Orchard Road DBS Group Holdings Ltd #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chairman, Temasek) Kwa Chong Seng Chairman, Singaporean 1 HarbourFront Place Director, #06-00 HarbourFront Tower One ExxonMobil Asia Pacific Singapore 098633 Pte Ltd (Deputy Chairman of Temasek) Lim Siong Guan Permanent Secretary, Singaporean 100 High Street #10-01 Singapore 179434 Ministry of Finance (Deputy Chairman of Temasek) Sim Kee Boon Singaporean 60B Orchard Road #06-18 Tower 2 Advisor, The Atrium@Orchard Temasek Advisory Panel Singapore 238891 (Director of Temasek) Fock Siew Wah Deputy Chairman, Singaporean DBS Building Tower One Fraser & Neave Ltd 46th Floor Singapore 068809 (Director of Temasek) Koh Boon Hwee Chairman, Singaporean 1 Kim Seng Promenade Singapore Airlines Ltd #10-06 Great World City East Tower Singapore 237994 (Director of Temasek) Kua Hong Pak Singaporean 205 Braddell Road Director/Managing Director West Wing 5th Floor ComfortDelgro Corporation Singapore 579701 Limited (Director of Temasek)
Page 17 of 22 Pages
Name, Business Address and Positions at Temasek Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Lim Chee Onn Singaporean 1 HarbourFront Avenue Senior Executive Director/ #18-01 Keppel Bay Tower Executive Chairman Singapore 098632 Keppel Corporation Ltd (Director of Temasek) Ho Ching Executive Director of Singaporean 60B Orchard Road Temasek #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Executive Director of Temasek) Ng Kok Song Managing Director (Public Singaporean 168 Robinson Road Markets), Government of #37-01 Capital Tower Singapore Investment Singapore 068912 Corporation Private Limited (Director of Temasek) Gan Chee Yen Managing Director, Finance of Singaporean 60B Orchard Road Temasek #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Managing Director, Finance of Temasek)
The following is a list of the executive officers and directors of Singapore Technologies Pte Ltd ("STPL"):
Name, Business Address and Positions at STPL Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Teo Ming Kian Chairman, Economic Singaporean Economic Development Board Development Board 250 North Bridge Road #25-00 of Singapore Raffles City Tower Singapore 179101 (Chairman of STPL) Ho Ching Executive Director, Temasek Singaporean Temasek Holdings (Private) Limited Holdings (Private) Limited 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Deputy Chairman of STPL)
Page 18 of 22 Pages
Name, Business Address and Positions at STPL Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Gan Chee Yen Managing Director, Finance Singapore Temasek Holdings (Private) Limited Temasek Holdings (Private) 608 Orchard Road Limited #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Alt Director to Ms Ho Ching) Peter Seah Lim Huat President & CEO of STPL Singaporean Singapore Technologies Pte Ltd 51 Cuppage Road #09-01 StarHub Centre Singapore 229469 (Director, President & CEO of STPL) Tay Siew Choon Managing Director and Chief Singaporean Singapore Technologies Pte Ltd Operating Officer, STPL and 51 Cuppage Road #09-01 Dy Chairman/CEO, Green Dot StarHub Centre Capital Pte Ltd Singapore 229469 (Director, Managing Director and Chief Operating Officer of STPL) Davinder Singh s/o Amar Singh Managing Partner, Drew & Singaporean Drew & Napier Napier 20 Raffles Place #17-00 Ocean Towers Singapore 048620 (Director of STPL) Wong Kok Siew Deputy Chairman and CEO Singaporean SembCorp Industries Ltd. SembCorp Industries Ltd. 30 Hill Street #05-04 Singapore 179360 (Director of STPL) Goh Geok Ling Director Singaporean Tuas Power Ltd 111 Somerset Road #12-02 Singapore 238164 (Director of STPL) Ng Boon Yew Group Chief Financial Singaporean 51 Cuppage Road #09-01 Officer of STPL StarHub Centre Singapore 229469 (Group Chief Financial Officer of STPL)
The following is a list of the executive officers and directors of Singapore Technologies Telemedia Pte Ltd ("STT"): Page 19 of 22 Pages
Name, Business Address and Positions at STT Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Tan Guong Ching Permanent Secretary, Ministry Singaporean New Phoenix Park of Home Affairs 28 Irrawaddy Road Singapore 329560 (Chairman and Director, STT) Lee Theng Kiat President and CEO, STT & Singaporean 51 Cuppage Road #10-11/17 STT Comm StarHub Centre Singapore 229469 (Director, President & CEO, STT) Sum Soon Lim Corporate Adviser Singaporean 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 (Director of STT) Bertie Cheng Shao Shiong Corporate Adviser Singaporean 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 (Director of STT) Lim Ming Seong Corporate Adviser Singaporean 19A, Serangoon North Ave 5 3rd Floor, Avi-Tech Building Singapore 554859 (Director of STT) Tay Siew Choon Managing Director and Chief Singaporean 51 Cuppage Road #09-01 Operating Officer, STPL and StarHub Centre Dy Chairman/CEO, Green Dot Singapore 229469 Capital Pte Ltd (Director of STT) Pek Siok Lan Senior Vice President, Legal Singaporean 51 Cuppage Road #10-11/17 and General Counsel StarHub Centre STT & STT Comm Singapore 229469 (Company Secretary of STT) Jean F.H.P. Mandeville Chief Financial Officer, Belgian 51 Cuppage Road #10-11/17 STT & STT Comm StarHub Centre Singapore 229469 (Chief Financial Officer of STT)
Page 20 of 22 Pages
Name, Business Address and Positions at STT Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Gita Wirjawan Senior Vice-President, Indonesian 51 Cuppage Road #10-11/17 International Business StarHub Centre Development, STT & STT Comm Singapore 229469 (Senior Vice-President, International Business Development, STT) Kek Soon Eng Senior Vice-President, Singaporean 51 Cuppage Road #10-11/17 Management of Investee StarHub Centre Companies, STT & STT Comm Singapore 229469 (Senior Vice-President, Management of Investee Companies, STT)
The following is a list of the executive officers and directors of STT Communications Ltd ("STT Comm"):
Name, Business Address and Positions at STT Comm Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Tan Guong Ching Permanent Secretary, Singaporean New Phoenix Park Ministry of Home Affairs 28 Irrawaddy Road Singapore 329560 (Chairman and Director, STT Comm) Lee Theng Kiat President and CEO, STT & Singaporean 51 Cuppage Road #10-11/17 STT Comm StarHub Centre Singapore 229469 (Director, President & CEO, STT Comm) Sum Soon Lim Corporate Advisor Singaporean 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 (Director of STT Comm) Bertie Cheng Shao Shiong Corporate Adviser Singaporean 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469 (Director of STT Comm) Lim Ming Seong Corporate Adviser Singaporean 19A, Serangoon North Ave 5 3rd Floor, Avi-Tech Building Singapore 554859 (Director of STT Comm)
Page 21 of 22 Pages
Name, Business Address and Positions at STT Comm Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Tay Siew Choon Managing Director and Chief Singaporean 51 Cuppage Road #09-01 Operating Officer, STPL and Dy StarHub Centre Chairman/CEO, Green Dot Capital Singapore 229469 Pte Ltd (Director of STT Comm) Pek Siok Lan Senior Vice President, Legal Singaporean 51 Cuppage Road #10-11/17 & General Counsel StarHub Centre STT & STT Comm Singapore 229469 (Secretary of STT Comm) Sio Tat Hiang Executive Vice President, Singaporean 51 Cuppage Road #10-11/17 STT & STT Comm StarHub Centre Singapore 229469 (Executive Vice President of STT Comm) Jean F.H.P. Mandeville Chief Financial Officer, Belgian 51 Cuppage Road #10-11/17 STT & STT Comm StarHub Centre Singapore 229469 (Chief Financial Officer of STT Comm) Gita Wirjawan Senior Vice-President, Indonesian 51 Cuppage Road #10-11/17 International Business StarHub Centre Development, STT & STT Comm Singapore 229469 (Senior Vice-President, International Business Development, STT Comm) Kek Soon Eng Senior Vice-President, Singaporean 51 Cuppage Road #10-11/17 Management of Investee StarHub Centre Companies, STT & STT Comm Singapore 229469 (Senior Vice-President, Management of Investee Companies, STT Comm)
The following is a list of the executive officers and directors of STT Crossing Ltd ("STT Crossing"):
Name, Business Address and Positions at STT Crossing Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Uday Kumar Gujadhur Chartered Accountant Mauritian 10 Frere Felix de Valois Street Port Louis Mauritius (Director of STT Crossing)
Page 22 of 22 Pages
Name, Business Address and Positions at STT Crossing Present Principal Occupation Citizenship - ------------------------------------ ---------------------------- ----------- Yuvraj Kumar Juwaheer Chartered Secretary Mauritian 10 Frere Felix de Valois Street Port Louis Mauritius (Director of STT Crossing) Lee Theng Kiat President and CEO, STT Singaporean 51 Cuppage Road #10-11/17 & STT Comm StarHub Centre Singapore 229469 (Director of STT Crossing) Jean FHP Mandeville Chief Financial Officer, Singaporean 51 Cuppage Road #10-11/17 STT & STT Comm StarHub Centre Singapore 229469 (Director of STT Crossing) Pek Siok Lan Senior Vice President, Legal Singaporean 51 Cuppage Road #10-11/17 & General Counsel StarHub Centre STT & STT Comm Singapore 229469 (Director of STT Crossing)
EX-7 3 u92237exv7.txt LETTER AGREEMENT, DATED AS OF DECEMBER 9, 2003 Exhibit 7 December 9, 2003 Singapore Technologies Telemedia Pte Ltd. 51 Cuppage Road #10-11/17, StarHub Centre Singapore 229469 Attention: Chief Financial Officer Ladies and Gentlemen: Reference is made to the Purchase Agreement, dated as of August 9, 2002, by and among Global Crossing Ltd., a company organized under the Laws of Bermuda (the "Company"), Global Crossing Holdings Ltd., a company organized under the Laws of Bermuda ("GX Holdings"), the Joint Provisional Liquidators of the Company and GX Holdings, Singapore Technologies Telemedia Pte Ltd, a company organized under the Laws of Singapore ("ST Telemedia"), and Hutchison Telecommunications Limited, a company organized under the Laws of Hong Kong, as amended on December 20, 2002, May 13, 2003, October 13, 2003, November 14, 2003 and December 3, 2003 (the "Agreement"). Capitalized terms used and not defined herein are used as defined in the Agreement. This letter shall confirm the following: 1. The following subsections 1.1 (e) and (f) shall be added to Section 1.1 of the Agreement immediately after subsection 1.1(d): ", (e) the Company shall cause New GX or a subsidiary thereof (the "Issuer") to issue to ST Telemedia or a subsidiary thereof debt securities in an amount and with the terms and conditions set forth on Exhibit A-3 (the "New Notes") and (f) STT agrees to subscribe (or to cause its subsidiary to subscribe) for and pay to the Issuer the purchase price for the New Notes in cash in consideration of the issuance of the New Notes subscribed for upon the Closing" 2. With respect to Section 1.2, references to the "New Company Shares" shall be deemed to include the New Notes. 3. The following sentence shall be added immediately after the final sentence of Section 1.2(b): "At the Closing, the Company shall cause the Issuer to deliver to ST Telemedia or a subsidiary thereof the New Notes being purchased by ST Telemedia or a subsidiary thereof, registered in the name of such purchaser. Delivery of the New Notes will be made in definitive form in the name of ST Telemedia and shall be made against receipt by the Issuer of the purchase price for the New Notes, which shall be paid by wire transfer of immediately available funds to an account designated at least three Business Days prior to the Closing Date by the Company." 4. Section 1.2(d) shall be amended and restated in its entirety as follows: "At the Closing, the Company shall cause the Issuer to issue the New Notes to STT or a subsidiary thereof." 5. Section 3.1 shall be amended and restated in its entirety as follows: "Acquisition for Investment. The Investor is acquiring the New Company Shares and the New Notes being purchased by it for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act, except that subsequent to the Closing Date the Investor may (a) transfer the New Notes to direct or indirect subsidiaries of the Investor which are not Canadian residents, and (b) pledge the New Company Shares or the New Notes as collateral in connection with a bona fide lending arrangement, so long as such transfer or pledge would not require registration of the New Company Shares or the New Notes under the Securities Act." 6. With respect to Section 3.2, references to the "New Company Shares" shall be deemed to include the New Notes; provided, however, that with respect to the New Notes, references to "New GX" shall be deemed to be to "the Issuer" and the approval of the Bermuda Monetary Authority shall be inapplicable. 7. With respect to Sections 3.1, 3.2 and 3.3, references to the "Investor" shall be deemed to include any purchaser of the New Notes. 8. Item 5 on Exhibit A shall be amended and restated in its entirety as follows: "$200,000,000 in new debt securities will be issued by New GX or a subsidiary thereof to STT or a subsidiary thereof and such debt securities will have the terms set forth on Exhibit A-3." 9. Except as herein expressly amended, the Agreement shall remain in full force and effect in accordance with its terms. This letter may be signed in one or more counterparts, each of which shall be deemed an original. This letter shall be governed by and construed, interpreted and enforced first in accordance with and governed by the Bankruptcy Code and the applicable case law under the Bankruptcy Code and, to the extent that the Bankruptcy Code and the applicable case law under the Bankruptcy Code do not address the matter at hand, then, in accordance with and governed by the internal Laws of the State of New York, without giving effect to the principles of conflicts of law thereof. If the foregoing correctly sets forth our understanding, please sign in the space indicated below, whereupon this letter shall become a binding agreement. Very truly yours, GLOBAL CROSSING LTD. (IN PROVISIONAL LIQUIDATION) By: /s/ Mitchell Sussis -------------------------------- Name: Mitchell Sussis Title: Vice President GLOBAL CROSSING HOLDINGS LTD. (IN PROVISIONAL LIQUIDATION) By: /s/ Mitchell Sussis -------------------------------- Name: Mitchell Sussis Title: Attorney-in-fact ACKNOWLEDGED AND AGREED: SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD. By: /s/ Lee Theng Kiat ------------------------------------- Name: Lee Theng Kiat Title: President & CEO EX-13 4 u92237exv13.txt JOINT FILING AGREEMENT, DATED DEC 19, 2003 Exhibit 13 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D with respect to the beneficial ownership by each of the undersigned of shares of Global Crossing Limited is filed jointly on behalf of each of the undersigned and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This joint filing agreement may be included as an exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of such amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Date: December 19, 2003 TEMASEK HOLDINGS (PRIVATE) LIMITED By: /s/ Jeffrey Chua ------------------------------------ Name: Jeffrey Chua Title: Director, Legal/Secretariat SINGAPORE TECHNOLOGIES PTE LTD By: /s/ Chia Yue Joo ------------------------------------ Name: Chia Yue Joo Title: Director, Legal SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD By: /s/ Pek Siok Lan ------------------------------------ Name: Pek Siok Lan Title: Company Secretary STT COMMUNICATIONS LTD By: /s/ Pek Siok Lan ------------------------------------ Name: Pek Siok Lan Title: Company Secretary STT CROSSING LTD By: /s/ Pek Siok Lan ------------------------------------ Name: Pek Siok Lan Title: Director 2 -----END PRIVACY-ENHANCED MESSAGE-----