EXHIBIT 99.3
CONFORMED COPY
STOCK OPTION AGREEMENT dated as of July 20,
1999 (the "Agreement"), by and between IXC
COMMUNICATIONS, INC., a Delaware corporation
("Issuer"), and CINCINNATI BELL INC., an Ohio
corporation ("Grantee").
RECITALS
A. Grantee, Ivory Merger Inc., a wholly owned subsidiary of Grantee
("Sub"), and Issuer have entered into an Agreement and Plan of Merger dated as
of the date hereof (the "Merger Agreement"; defined terms used but not defined
herein have the meanings set forth in the Merger Agreement), providing for,
among other things, the merger of Sub with and into Issuer, with Issuer as the
surviving corporation in the Merger;
B. As a condition and inducement to Grantee's willingness to enter
into the Merger Agreement, the Stockholders Agreements and the CBI Stock
Option Agreement, Grantee has requested that Issuer agree, and Issuer has
agreed, to grant Grantee the Option (as defined below); and
C. As a condition and inducement to Issuer's willingness to enter
into the Merger Agreement and this Agreement, Issuer has requested that
Grantee agree, and Grantee has agreed, to grant Issuer an option to purchase
shares of Grantee's common stock on substantially the same terms as the
Option.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, Issuer
and Grantee agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option")
to purchase up to 7,427,192 (as adjusted as set forth herein) shares (the
"Option Shares") of Common Stock, par value $.01 per share ("Issuer Common
Stock"), of Issuer at a purchase price of $52.25 (as adjusted as set forth
herein) per Option Share (the "Purchase Price").
2. Exercise of Option. (a) Grantee may, at any time or times,
exercise the Option with respect to at least 33-1/3% of the Option Shares,
subject to the provisions of Section 2(c), after the occurrence of any event
as a result of which the Grantee is unconditionally entitled to receive
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the Termination Fee pursuant to Section 5.09 of the Merger Agreement (a
"Purchase Event"); provided, however, that (i) except as provided in the last
sentence of this Section 2(a), the Option will terminate and be of no further
force and effect upon the earliest to occur of (A) the Effective Time, (B) 12
months after the first occurrence of a Purchase Event, and (C) termination of
the Merger Agreement in accordance with its terms prior to the occurrence of a
Purchase Event, unless, in the case of clause (C), Grantee has the right to
receive a Termination Fee following such termination upon the occurrence of
certain events, in which case the Option will not terminate until the later of
(x) six months following the time such Termination Fee becomes unconditionally
payable and (y) the expiration of the period in which the Grantee has such
right to receive a Termination Fee, and (ii) any purchase of Option Shares
upon exercise of the Option will be subject to compliance with the HSR Act and
the obtaining or making of any consents, approvals, orders, notifications,
filings or authorizations, the failure of which to have obtained or made would
violate any law, regulation or agreement to which Issuer is subject (the
"Regulatory Approvals"). Notwithstanding the foregoing, (A) if all necessary
Regulatory Approvals have not been obtained prior to the termination of the
Option, such termination shall be extended to the date that is the fifth
Business Day after receipt of such Regulatory Approvals, and (B)
notwithstanding the termination of the Option, if Grantee has exercised the
Option in accordance with the terms hereof prior to the termination of the
Option, Grantee will be entitled to purchase the Option Shares and the
termination of the Option will not affect any rights hereunder.
(b) In the event that Grantee is entitled to and wishes to exercise
the Option, it will send to Issuer a written notice (an "Exercise Notice"; the
date of which being herein referred to as the "Notice Date") to that effect
which Exercise Notice also specifies the number of Option Shares, if any,
Grantee wishes to purchase pursuant to this Section 2(b), the number of Option
Shares, if any, with respect to which Grantee wishes to exercise its Cash- Out
Right (as defined herein) pursuant to Section 6(c), the denominations of the
certificate or certificates evidencing the Option Shares which Grantee wishes
to purchase pursuant to this Section 2(b) and a date (an "Option Closing
Date"), subject to the following sentence, not earlier than three business
days nor later than 20 business days from the Notice Date for the closing of
such purchase (an "Option Closing"). Any Option Closing will be at an agreed
location and time in New York, New York on the applicable Option
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Closing Date or at such later date as may be necessary so as to comply with
the first sentence of Section 2(a).
(c) Notwithstanding anything to the contrary contained herein, any
exercise of the Option and purchase of Option Shares shall be subject to
compliance with applicable laws and regulations, which may prohibit the
purchase of all the Option Shares specified in the Exercise Notice without
first obtaining or making certain Regulatory Approvals. In such event, if the
Option is otherwise exercisable and Grantee wishes to exercise the Option, the
Option may be exercised in accordance with Section 2(b) and Grantee shall
acquire the maximum number of Option Shares specified in the Exercise Notice
that Grantee is then permitted to acquire under the applicable laws and
regulations, and if Grantee thereafter obtains the Regulatory Approvals to
acquire the remaining balance of the Option Shares specified in the Exercise
Notice, then Grantee shall be entitled to acquire such remaining balance.
Issuer agrees to use its reasonable efforts to assist Grantee in seeking the
Regulatory Approvals.
In the event (i) Grantee receives notice that a Regulatory Approval
required for the purchase of any Option Shares will not be issued or granted
or (ii) such Regulatory Approval has not been issued or granted within six
months of the date of the Exercise Notice, Grantee shall have the right to
exercise its Cash-Out Right pursuant to Section 6(c) with respect to the
Option Shares for which such Regulatory Approval will not be issued or granted
or has not been issued or granted.
3. Payment and Delivery of Certificates. (a) At any Option Closing,
Grantee will pay to Issuer in immediately available funds by wire transfer to
a bank account designated in writing by Issuer an amount equal to the Purchase
Price multiplied by the number of Option Shares to be purchased at such Option
Closing plus the amount of any transfer, stamp or other similar taxes or
charges imposed in connection therewith.
(b) At any Option Closing, simultaneously with the delivery of
immediately available funds as provided in Section 3(a), Issuer will deliver
to Grantee a certificate or certificates representing the Option Shares to be
purchased at such Option Closing, which Option Shares will be free and clear
of all liens, claims, charges and encumbrances of any kind whatsoever, except
pursuant to applicable federal and state securities laws. If at the time of
issuance of Option Shares pursuant to an exercise of the Option hereunder,
Issuer shall have issued any
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securities similar to rights under a stockholder rights plan, then each Option
Share issued pursuant to such exercise will also represent such a
corresponding right with terms substantially the same as and at least as
favorable to Grantee as are provided under any such stockholder rights plan
then in effect.
(c) Certificates for the Option Shares delivered at an Option
Closing will have typed or printed thereon a restrictive legend which will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR
SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF JULY 20,
1999, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF IXC
COMMUNICATIONS, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that (i) the reference to restrictions arising
under the Securities Act in the above legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have
been registered pursuant to the Securities Act, such Option Shares have been
sold in reliance on and in accor dance with Rule 144 under the Securities Act
or Grantee has delivered to Issuer a copy of a letter from the staff of the
SEC, or an opinion of counsel in form and substance reasonably satisfactory to
Issuer and its counsel, to the effect that such legend is not required for
purposes of the Securities Act and (ii) the reference to restrictions pursuant
to this Agreement in the above legend will be removed by delivery of
substitute certificate(s) without such reference if the Option Shares
evidenced by certificate(s) containing such reference have been sold or
transferred in compliance with the provisions of this Agreement under
circumstances that do not require the retention of such reference.
4. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:
Authorized Stock. Issuer has taken all necessary corporate and other
action to authorize and reserve and, subject to the expiration or
termination of any required waiting period under the HSR Act and other
Regulatory Approvals that are required, to permit it to issue, and, at
all times from the date hereof until the
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obligation to deliver Option Shares upon the exercise of the Option
terminates, shall have reserved for issuance, upon exercise of the
Option, shares of Issuer Common Stock necessary for Grantee to exercise
the Option, and Issuer will take all necessary corporate action to
authorize and reserve for issuance all additional shares of Issuer Common
Stock or other securities which may be issued pursuant to Section 6 upon
exercise of the Option. The shares of Issuer Common Stock to be issued
upon due exercise of the Option, including all additional shares of
Issuer Common Stock or other securities which may be issuable upon
exercise of the Option or any other securities which may be issued
pursuant to Section 6, upon issuance pursuant hereto, will be duly and
validly issued, fully paid and nonassessable, and will be delivered free
and clear of all liens, claims, charges and encumbrances of any kind or
nature whatsoever, including without limitation any preemptive rights of
any stockholder of Issuer, but will be subject to applicable securities
laws.
5. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
Purchase Not for Distribution. Any Option Shares or other securities
acquired by Grantee upon exercise of the Option will not be transferred
or otherwise disposed of except in a transaction registered, or exempt
from registration, under the Securities Act.
6. Adjustment upon Changes in Capitalization, Etc. (a) In the event
of any change in Issuer Common Stock by reason of a stock dividend, split-up,
merger, recapitali zation, combination, exchange of shares, or similar trans
action, the type and number of shares or securities subject to the Option, and
the Purchase Price thereof, will be adjusted appropriately, and proper
provision will be made in the agreements governing such transaction, so that
Grantee will receive upon exercise of the Option the number and class of
shares or other securities or property that Grantee would have received in
respect of Issuer Common Stock if the Option had been exercised immediately
prior to such event or the record date therefor, as applicable, provided that
no such adjustment shall be required in connection with the exercise of
options or similar rights under any stock option plan or benefit arrangement
in effect on the date hereof or in connection with the conversion of any
convertible or exchangeable securities outstanding on the date hereof.
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(b) Without limiting the parties' relative rights and obligations
under the Merger Agreement, in the event that Issuer enters into an agreement
(i) to consolidate with or merge into any person, other than Grantee or one of
its subsidiaries, and Issuer will not be the continuing or surviving
corporation in such consolidation or merger, (ii) to permit any person, other
than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will
be the continuing or surviving corporation, but in connection with such
merger, the shares of Issuer Common Stock outstanding immediately prior to the
consummation of such merger will be changed into or exchanged for stock or
other securities of Issuer or any other person or cash or any other property,
or the shares of Issuer Common Stock outstanding immediately prior to the
consummation of such merger will, after such merger, represent less than 50%
of the outstanding voting securities of the merged company, or (iii) to sell
or otherwise transfer all or substantially all of its assets to any person,
other than Grantee or one of its subsidiaries, then, and in each such case,
the agreement governing such transaction will make proper provision so that
the Option will, upon the consummation of any such transaction and upon the
terms and conditions set forth herein, be converted into, or exchanged for, an
option with identical terms appropriately adjusted to acquire the number and
class of shares or other securities or property that Grantee would have
received in respect of Issuer Common Stock if the Option had been exercised
immediately prior to such consolidation, merger, sale, or transfer, or the
record date therefor, as applicable and make any other necessary adjustments.
(c) If, at any time during the period commencing on a Purchase Event
and ending on the termination of the Option in accordance with Section 2,
Grantee sends to Issuer an Exercise Notice indicating Grantee's election to
exercise its right (the "Cash-Out Right") pursuant to this Section 6(c), then
Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the
cancelation of the Option with respect to such number of Option Shares as
Grantee specifies in the Exercise Notice, an amount in cash equal to such
number of Option Shares multiplied by the difference between (i) the average
closing price, for the 10 trading days commencing on the 12th trading day
immediately preceding the Option Closing Date, per share of Issuer Common
Stock as reported on The Nasdaq National Market (or, if not listed on The
Nasdaq National Market, as reported on any other national securities exchange
or national securities quotation system on which the Issuer Common Stock is
listed or quoted, as reported in The Wall Street Journal (Northeast edition),
or, if not reported
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thereby, any other authoritative source) (the "Closing Price") and (ii) the
Purchase Price. Notwithstanding the termination of the Option, Grantee will be
entitled to exercise its rights under this Section 6(c) if it has exercised
such rights in accordance with the terms hereof prior to the termination of
the Option.
7. Profit Limitations. (a) Notwithstanding any other provision of
this Agreement, in no event shall the Total Option Profit (as defined herein)
exceed in the aggregate $26.25 million (such amount, the "Profit Limit") and,
if any payment to be made to Grantee otherwise would cause such aggregate
amount to be exceeded, the Grantee, at its sole election, shall either (i)
reduce the number of shares of Issuer Common Stock subject to this Option,
(ii) deliver to Issuer for cancellation Option Shares previously purchased by
Grantee, (iii) pay cash to Issuer or (iv) any combination thereof, so that the
Total Option Profit shall not exceed the Profit Limit after taking into
account the foregoing actions.
(b) Notwithstanding any other provision of this Agreement, the
Option may not be exercised for a number of shares of Issuer Common Stock as
would, as of the date of exercise, result in a Notional Total Option Profit
(as hereinafter defined) which would exceed in the aggregate the Profit Limit
and, if it otherwise would exceed such amount, the Grantee, at its sole
election, shall on or prior to the date of exercise either (i) reduce the
number of shares of Issuer Common Stock subject to such exercise, (ii) deliver
to Issuer for cancellation Option Shares previously purchased by Grantee,
(iii) pay cash to Issuer or (iv) any combination thereof, so that the Notional
Total Option Profit shall not exceed the Profit Limit after taking into
account the foregoing actions, provided that this paragraph (b) shall not be
construed as to restrict any exercise of the Option that is not prohibited
hereby on any subsequent date.
(c) As used herein, the term "Total Option Profit" shall mean the
aggregate amount (before taxes) of the following: (i) any amount received by
Grantee pursuant to the Cash-Out Right, (ii)(x) the net consideration, if any,
received by Grantee pursuant to the sale of Option Shares (or any other
securities into which such Option Shares are converted or exchanged) to any
unaffiliated party, valuing any non-cash consideration at its fair market
value (as defined below), less (y) the Exercise Price and any cash paid by
Grantee to Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii)
the net cash amounts received by Grantee on the transfer (in
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accordance with Section 12(g)) of the Option (or any portion thereof) to any
unaffiliated party.
(d) As used herein, the term "Notional Total Option Profit" with
respect to any number of shares of Option Shares as to which Grantee may
propose to exercise the Option shall be the aggregate of (i) the Total Option
Profit determined under paragraph (c) above with respect to prior exercises
and (ii) Total Option Profit with respect to such number of shares of Issuer
Common Stock as to which Grantee proposes to exercise and all other Option
Shares held by Grantee and its affiliates as of such date, assuming that all
such shares were sold for cash at the closing market price for Issuer Common
Stock as of the close of business on the preceding trading day (less customary
brokerage commissions or underwriting discounts).
(e) As used herein, the "fair market value" of any non-cash
consideration consisting of:
(i) securities listed on a national securities exchange or traded on
The Nasdaq National Market shall be equal to the average closing price per
share of such security as reported on such exchange or The Nasdaq National
Market for the five trading days after the date of determination; and
(ii) consideration which is other than cash or securities of the
form specified in clause (i) above shall be determined by a nationally
recognized independent investment banking firm mutually agreed upon by the
parties within five business days of the event requiring selection of such
banking firm, provided that if the parties are unable to agree within two
business days after the date of such event as to the investment banking firm,
then the parties shall each select one firm, and those firms shall select a
third nationally recognized independent investment banking firm, which third
firm shall make such determination.
8. Registration Rights. Issuer will, if requested by Grantee at any
time and from time to time within three years of the exercise of the Option,
as expeditiously as possible prepare and file up to three registration
statements under the Securities Act if such registration is necessary in order
to permit the sale or other disposition of any or all shares of securities
that have been acquired by or are issuable to Grantee upon exercise of the
Option in accordance with the intended method of sale or other disposition
stated by Grantee, including a "shelf" registration statement under Rule 415
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under the Securities Act or any successor provision, and Issuer will use its
reasonable efforts to qualify such shares or other securities under any
applicable state securities laws, provided that Issuer shall not be required
to effect such registration if less than 10% of the Option Shares subject to
the Option will be offered for sale pursuant thereto. Grantee agrees to cause,
and to cause any underwriters of any sale or other disposition to cause, any
sale or other disposition pursuant to such registration statement to be
effected on a widely distributed basis so that upon consummation thereof no
purchaser or transferee will own beneficially more than 5% of the
then-outstanding voting power of Issuer. Issuer will use reasonable efforts to
cause each such registration statement to become effective, to obtain all
consents or waivers of other parties which are required therefor, and to keep
such registration statement effective for such period not in excess of 120
calendar days from the day such registration statement first becomes effective
as may be reasonably necessary to effect such sale or other disposition. The
obligations of Issuer hereunder to file a registration statement and to
maintain its effectiveness may be suspended for up to 120 calendar days in the
aggregate if the Board of Directors of Issuer shall have determined that the
filing of such registration statement or the maintenance of its effectiveness
would require premature disclosure of material nonpublic information that
would materially and adversely affect Issuer or otherwise interfere with or
adversely affect any pending or proposed offering of securities of Issuer or
any other material transaction involving Issuer. Any registration statement
prepared and filed under this Section 8, and any sale covered thereby, will be
at Issuer's expense except for underwriting discounts or commissions, brokers'
fees and the fees and disbursements of Grantee's counsel related thereto.
Grantee will provide all information reasonably requested by Issuer for
inclusion in any registration statement to be filed hereunder. If, during the
time periods referred to in the first sentence of this Section 8, Issuer
effects a registration under the Securities Act of Issuer Common Stock for its
own account or for any other stockholders of Issuer (other than on Form S-4 or
Form S-8, or any successor form), it will allow Grantee the right to
participate in such registration, and such participation will not affect the
obligation of Issuer to effect demand registration statements for Grantee
under this Section 8; provided that, if the managing underwriters of such
offering advise Issuer in writing that in their opinion the number of shares
of Issuer Common Stock requested to be included in such registration exceeds
the number which can be sold in such offering, Issuer will include the shares
requested to be included therein by Grantee pro rata with
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the shares intended to be included therein by Issuer. In connection with any
registration pursuant to this Section 8, Issuer and Grantee will provide each
other and any underwriter of the offering with customary representations,
warranties, covenants, indemnification, and contribution in connection with
such registration.
9. Transfers. The Option Shares may not be sold, assigned,
transferred, or otherwise disposed of except (i) in an underwritten public
offering as provided in Section 8 or (ii) to any purchaser or transferee who
would not, to the knowledge of Grantee after reasonable inquiry (which shall
include obtaining a representation from the purchaser or transferee),
immediately following such sale, assignment, transfer or disposal,
beneficially own more than 5% of the then-outstanding voting power of the
Issuer and who is not a competitor in any material line of business of Issuer;
provided, however, that Grantee shall be permitted to sell any Option Shares
if such sale is made pursuant to a tender or exchange offer that has been
approved or recommended by a majority of the members of the Board of Directors
of Issuer (which majority shall include a majority of directors who were
directors as of the date hereof).
10. Quotation. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are then approved for quotation on The
Nasdaq National Market (or any other national securities exchange or national
securities quotation system), Issuer, upon the request of Grantee, will
promptly file an application to have approved for quotation the shares of
Issuer Common Stock or other securities to be acquired upon exercise of the
Option on The Nasdaq National Market (and any such other national securities
exchange or national securities quotation system) and will use reasonable
efforts to obtain approval of such quotation as promptly as practicable.
11. Loss or Mutilation. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancelation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered will
constitute an additional contractual obligation on the part of Issuer, whether
or not the Agreement so lost, stolen, destroyed, or mutilated shall at any
time be enforceable by anyone.
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12. Miscellaneous. (a) Expenses. Each of the parties hereto will
bear and pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, including fees and
expenses of its own financial consultants, investment bankers, accountants,
and counsel.
(b) Amendment. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
(c) Extension; Waiver. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for performance, will
be valid only if set forth in an instrument in writing signed on behalf of
such party. The failure of any party to this Agreement to assert any of its
rights under this Agreement or otherwise will not constitute a waiver of such
rights.
(d) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
the Merger Agreement (including the documents and instruments attached thereto
as exhibits or schedules or delivered in connection therewith), the
Stockholders Agreement, the CBI Stock Option Agreement and the Confidentiality
Agreement (i) constitute the entire agreement, and supersede all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter of this Agreement, and (ii) except as provided
in Section 8.06 of the Merger Agreement, are not intended to confer upon any
person other than the parties any rights or remedies.
(e) Governing Law. This Agreement will be governed by, and construed
in accordance with, the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflict of laws
thereof.
(f) Notices. All notices, requests, claims, demands, and other
communications under this Agreement shall be sent in the manner and to the
addresses set forth in the Merger Agreement.
(g) Assignment. Neither this Agreement, the Option nor any of the
rights, interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise, by Issuer or
Grantee without the prior written consent of the other. Any assignment or
delegation in violation of the preceding sentence will be void. Subject to the
first and second sentences of this Section 12(g), this Agreement will be
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binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.
(h) Further Assurances. In the event of any exercise of the Option
by Grantee, Issuer and Grantee will execute and deliver all other documents
and instruments and take all other actions that may be reasonably necessary in
order to consummate the transactions provided for by such exercise.
(i) Enforcement. The parties agree that irreparable damage would
occur and that the parties would not have any adequate remedy at law in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in Delaware state court, the foregoing being in addition
to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (ii) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, and (iii) agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a Federal court sitting
in the State of Delaware or a Delaware state court.
(j) Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as possible to the
fullest extent permitted by applicable law in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent
possible.
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IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the day
and year first written above.
IXC COMMUNICATIONS, INC.,
by /s/ John M. Zrno
----------------------------
Name: John M. Zrno
Title: President and Chief
Executive Officer
CINCINNATI BELL INC.,
by /s/ Richard G. Ellenberger
-----------------------------
Name: Richard G. Ellenberger
Title: President and Chief
Executive Officer