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EXHIBIT 10.8(f)
AMENDMENT NO. 2
TO STANDSTILL LETTER
THIS AGREEMENT is made the 25th day of July 2000
BETWEEN:
(1) TELEMONDE, INC. (a Delaware Company); 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 an agreement made as of 11 May
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.
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3. Paragraph 4 of the Standstill Letter (Commencement and Further
Obligations)
The following sub-paragraph shall be added as sub-paragraph 4.10 to the
Standstill Letter:
4.10 By close of business on 30 September 2000, the Telemonde Companies
shall jointly and severally procure receipt by the Security Agent of
full details of (i) the indebtedness owed to CCL by any Telemonde
Group Company as at 31 December 1999 and as at 30 September 2000, and
(ii) any agreement between CCL and any Telemonde Group Company
regarding the repayment of such indebtedness and the terms thereof.
4. Paragraph 8 of the Standstill Letter (Payment of Debt)
Sub-paragraph 8.3 of the Standstill Letter shall be deleted and the
following substituted therefor:
8.3 In the event of a Financing, each Telemonde Company shall (and
shall procure that the relevant Telemonde Group Company shall)
pay to the Security Agent forthwith upon the closing of such
Financing an amount equal to the lessor of (a) the outstanding
amount of the Non-Equity Debt; (b) (pound)10 million; or (c) 20%
of the cash amount thereof remaining after prior payments
therefrom made to (i) Gemini in reduction of existing
indebtedness thereto as at the Commencement Date and/or (ii) CCL
in reduction of the CCL Sum. Payments under this paragraph 8.3
are in addition to and shall not prejudice payments due under
paragraph 8.1 (or, where relevant, 8.4).
5. First Schedule to the Standstill Letter
"CCL Sum" means the amount being the lesser of (a) the amount of
indebtedness owed by Telemonde to CCL as at 31 December 1999, (b) the
amount of indebtedness owed by Telemonde to CCL as at 30 September
2000, and (c) US$2.8 million.
6. 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.
7. Incorporation of clauses
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Clauses 11, 12 and 13 of the Standstill Letter shall apply to this
Agreement mutatis mutandis as if set out herein seriatim.
IN WITNESS the hands of the parties hereto the day and year first above written.
Signed by ) /s/ Kevin Maxwell
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 )
