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EXHIBIT 10.8(g)
AMENDMENT NO. 3
TO STANDSTILL LETTER
THIS AGREEMENT is made the 19th day of September 2000
BETWEEN:
(1) TELEMONDE, INC. (a Delaware Corporation); TELEMONDE NETWORKS LIMITED
(registered in England and Wales with no: 3714188); and TELEMONDE
INTERNATIONAL BANDWIDTH LIMITED (registered in the British Virgin Islands
with no: 303706); and
(2) MCI WORLDCOM GLOBAL NETWORKS U.S., INC (a Delaware Corporation), and MCI
WORLDCOM GLOBAL NETWORKS LIMITED (formerly MFS Cable Co (Bermuda) Limited)
(registered in Bermuda with no: 22409).
WHEREAS:
(A) The Telemonde Companies and MCI WorldCom entered into a standstill letter
dated 31 December 1999 as varied pursuant to agreements made as of 11 May
2000 and 25 July 2000 between the Telemonde Companies and MCI WorldCom (the
"Standstill Letter").
(B) The Telemonde Companies and MCI WorldCom wish to vary the terms of the
Standstill Letter as set out in this Agreement.
THIS AGREEMENT WITNESSETHS AS FOLLOWS:
1. Definitions
Save as otherwise provided herein or where the context otherwise requires,
defined terms and expressions used in this Agreement shall have the
meanings ascribed to them in the Standstill Letter.
2. Variation
This Agreement shall be deemed to amend and shall form part of the
Standstill Letter. Where inconsistent with the provisions of the
Standstill Letter, the terms set out herein shall prevail. Save to the
extent amended by this Agreement, and save as expressly provided herein,
the Standstill Letter shall remain in full force and effect.
3. Paragraph 4 of the Standstill Letter (Commencement and Further Obligations)
3.1 In paragraph 4.9 the reference to the "Debt" shall be deleted and the
term "Total Debt" substituted therefor.
3.2 The following shall be added as sub-paragraph 4.11 to the Standstill
Letter:
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4.11 (a) Subject to paragraph 4.11(b) MCI WorldCom hereby agrees to
enter into a binding agreement (to be on terms reasonably
acceptable to TIBL and MCI WorldCom) (the "Capacity Swap
Agreement") to permit TIBL to swap for the capacity on the
Gemini telecommunications network purchased by it under the
Capacity Agreements, capacity across MCI WorldCom's Ulysses
telecommunications network pursuant to the terms of the
Capacity Swap Agreement on the basis of capacity being made
available on the said Ulysses telecommunications network at
an attributable value of US$900,000 per STM-1.
4.11 (b) The obligation of MCI WorldCom to enter into the Capacity
Swap Agreement is conditional in all respects upon (i) the
first Instalment having been received by the Security Agent
on or before 29 September 2000 and (ii) the Standstill Period
having not come to an end.
4.11 (c) For the avoidance of doubt, MCI WorldCom and TIBL hereby
agree that the Letter headed "Capacity Swap Letter" dated 31
December 1999 between the aforesaid parties shall be
superseded by the terms of the Standstill Letter.
4. Paragraph 8 of the Standstill Letter (Payment of Debt)
4.1 Sub-paragraph 8.2 of the Standstill Letter shall be deleted and the
following substituted therefor:
8.2.1 The sums paid to the Security Agreement pursuant to paragraphs
8.1, 8.3 and 16 shall be applied pari passu pro rata to the First
Capacity Debt and the Second Capacity Debt.
8.2.2 The sums paid to the Security Agreement pursuant to paragraphs
8.3 and 16 shall be applied in reduction of the Instalments in
inverse order of maturity.
4.2 The following sub-paragraph shall be added as sub-paragraph 8.2.3 to
the Standstill Letter:
8.2.3 Subject to paragraph 10, in the event that Telemonde fails to
pay to MCI WorldCom:
(a) the first Instalment required to be made in respect of the
Non-Equity Debt in accordance with the Fifteenth Schedule,
there shall be added to the Non-Equity Debt, which shall
become immediately
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due and payable, the First Service Fee which shall also
become immediately due and payable;
(b) the final Instalment required to be made in respect of the
Non-Equity Debt in accordance with the Fifteenth Schedule
(having paid the first Instalment required to be made in
respect of the Non-Equity Debt in accordance with the
Fifteenth Schedule) there shall be added to the remaining
balance of the Non-Equity Debt, which shall become
immediately due and payable, the Total Service Fee which
shall also become immediately due and payable;
(c) the balance of the Non-Equity Debt and the First Service Fee
(notwithstanding the provisions of, inter alia, paragraphs
8.2.3(a) and 10.2.2) before 31 December 2000, there shall be
added to the remaining balance of the Non-Equity Debt and
the First Service Fee, the Second Service Fee, which shall
become immediately due and payable.
4.3 In paragraph 8.3, the reference to the "Non-Equity Debt" shall be
deleted and the term "Total Debt" substituted therefor.
5. Paragraph 10 of the Standstill Letter (Survival of Terms after Standstill)
5.1 Sub-paragraph 10.2.2 of the Standstill Letter shall be deleted and the
following substituted therefor:-
10.2.2 For the avoidance of doubt, it is agreed that upon the cessation
of the Standstill Period, the agreement of MCI WorldCom to
accept payment of the Debt in accordance with the provisions of
this Letter shall not apply and the Debt (if it has not been
fully repaid) shall be immediately due and payable to MCI
WorldCom by TIBL pursuant to the terms of the Capacity
Agreements and be recoverable from Telemonde and the Telemonde
Guarantee Companies pursuant to the terms of the Guarantees and
the TIBL Security.
5.2 The following sub-paragraph shall be added as sub-paragraph 10.2.3 to
the Standstill Letter:-
10.2.3 Notwithstanding the cessation of the Standstill Period prior to:
(a) 29 September 2000, the First Service Fee shall not be
payable until 29 September;
(b) 31 December 2000, the Service Fee shall not be payable until
31 December 2000;
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whereupon the aforesaid First Service Fee and/or the Service Fee
shall be recoverable from Telemonde and the Telemonde Guarantee
Companies pursuant to the terms of the Guarantees and the TIBL
Security.
6. First Schedule to the Standstill Letter
The following defined terms shall be included in the First Schedule:
6.1.1 "First Service Fee" means the sum of US$1m.
6.1.2 "Instalment" means each payment required to be made in respect of
the Non-Equity Debt in accordance with the Fifteenth Schedule.
6.1.3 "LIBOR" means the arithmetic mean of the offered rates of leading
banks for London Interbank deposits expressed at a rate per annum,
for deposits in US Dollars for six months as displayed on the LIBOR
page at the Reuters Monitor Money Rate service at or about 11.00am on
the date on which the LIBOR Rate is to be determined.
6.1.4 "Second Service Fee" means the sum of US$1,910,917.00.
6.1.5 "Service Fee" means the Second Service Fee or the Total Service Fee
whichever is applicable.
6.1.6 "Total Debt" means the Non-Equity Debt plus the First Service Fee
and/or the Second Service Fee or the Total Service Fee (if any).
6.1.7 "Total Service Fee" means the sum of US$2,910,917.00 representing a
sum calculated at the rate of 3% above the LIBOR Rate on the unpaid
balance of the Non-Equity Debt calculated from 30 June 1999 until 30
September 2000.
6.2 The defined term "First Capacity Debt" in the First Schedule shall be
deleted and the following substituted therefor:
"First Capacity Debt" means the sum of US$19.8 million plus annual
charges of US$1,050,000 owed by TIBL to MCI WorldCom pursuant to the
terms of the First Capacity Agreement.
6.3 The defined term "Second Capacity Debt" in the First Schedule shall
be deleted and the following substituted therefor:
"Second Capacity Debt" means the sum of US$6.5 million plus annual
charges of US$176,438.32 owed by TIBL to MCI WorldCom pursuant to the
terms of the Second Capacity Agreement.
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7. Fifteenth Schedule to the Standstill Letter
The repayment terms of the Fifteenth Schedule shall be deleted and the
following substituted therefor:
REPAYMENT TERMS - NON-EQUITY DEBT
29 September 2000 US$2 million.
30 November 2000 US$2 million.
31 December 2000 The balance of the Non-Equity Debt.
8. Representations and warranties
Each Telemonde Company hereby repeats the representations and warranties
set out in clauses 7 and 9 of the Standstill Letter and confirms that the
same are true speaking from the date of this Agreement.
9. Incorporation of clauses
Clauses 11, 12 and 13 of the Standstill Letter shall apply to this
Agreement mutatis mutandis as if set out herein seriatim.
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IN WITNESS the hands of the parties hereto the day and year first above written.
Signed by ) /s/ Adam Bishop
Director, duly authorised )
on behalf of Telemonde Inc )
Signed by ) /s/ Adam Bishop
Director, duly authorised )
on behalf of Telemonde )
Networks Limited )
Signed by ) /s/ S. Williams
Director, duly authorised )
on behalf of Telemonde )
International Bandwidth )
Limited )
Signed by ) /s/ David Myers
Director, duly authorised )
on behalf of MCI WorldCom )
Global Networks U.S. Inc )
Signed by ) /s/ David Myers
Director, duly authorised )
on behalf of MCI WorldCom )
Global Networks Limited )
