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Exhibit 10.16
STRATEGIC INVESTMENT TERM SHEET
Asia Global Crossing Ltd. and [ ] wish to cooperate to promote their
mutual interests and build a lasting and mutually beneficial strategic
relationship. Consistent with these goals, [ ] has expressed interest in
purchasing shares of Class A common stock of Asia Global Crossing Ltd. Set forth
below are certain terms and conditions relating to such potential purchase.
ISSUER: Asia Global Crossing Ltd. ("AGC").
OFFERING: AGC is in the process of registering its Class A common
shares, par value $.01 per share (the "SHARES"), with the
U.S. Securities and Exchange Commission (the "Offering") in
order to sell a certain number of Shares to the public.
INVESTOR: [ ] or one of its wholly-owned subsidiaries (the
"INVESTOR").
EXPRESSION OF The Investor hereby makes an expression of interest with
INTEREST: respect to the possible purchase by them of that number of
Shares that can be purchased for $50,000,000 at the initial
public offering price per Share (as determined by AGC and
the underwriters and expected to be in a range from US$14 to
US$16 per Share) in the Offering (the "TRANSACTION"). It is
contemplated that the Transaction will close on the same
date as the Offering.
USE OF AGC intends to use the proceeds of the Transaction to build
PROCEEDS: its network; to make investments in telecommunications and
Internet companies; to repay outstanding indebtedness under
shareholder loans; to purchase from its parent Global
Crossing Ltd. shareholder loans and future commitments it
made to Hutchison Global Crossing Limited and Global Access
Limited; and for general corporate purposes.
LOCK-UP: The Investor will be required to agree that it will not, at
any time during the period of 12 months following the
closing date of the Transaction, dispose of any of the
Shares acquired without the prior written consent of AGC.
VOTING The Investor will be required to agree to vote all of the
ARRANGEMENTS: Shares acquired by it in the Transaction in favor of all
proposals put forth at shareholders' meetings which have
been proposed by the board of directors of AGC and to vote
against all other proposals.
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CONFIDENTIALITY: The parties shall consult with each other prior to issuin
any public announcement or statement with respect to the
matters described herein.
Except (i) for any announcement by the Investor which shall
be required in order to comply with the rules of any
government authority or agency or stock exchange applicable
to the Investor (but only after prior consultation with AGC
with respect to the form, timing and content of any such
announcement) or (ii) as may be agreed by AGC, the Investor
will not make any announcement or other public statement
with respect to any agreements with AGC or the arrangements
contemplated by it. In addition, the Investor acknowledges
and agrees (x) that any agreements incorporating the terms
outlined above and the relationship and arrangements between
the parties contemplated hereby may be required to be
described in public offering documentation and other
marketing materials for the Offering and specifically, any
such agreements may be material contracts required to be
filed with regulatory authorities and/or made available for
public inspection in connection with the Offering and (y) to
permit AGC to identify the Investor as purchaser of Shares
in offering documentation for the Offering and in any
required subsequent filings with the United States
Securities and Exchange Commission.
GOVERNING LAW: Any agreements between AGC and the Investor incorporating
the terms outlined above will be governed by the laws of
the State of New York.
LONG-FORM Attached hereto as Annex I is the long-form strategic
AGREEMENT: investment agreement that the parties will enter into on
the date the underwriters price the Offering, if the parties
decide to proceed with the Transaction as outlined above.
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[ ] ASIA GLOBAL CROSSING LTD.
By: By:
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Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Asia Global Crossing Ltd.
Wessex House
45 Reid Street
Hamilton HM12
Bermuda
Attention: Charles F. Carroll, Esq.
Facsimile: (441) 296-8600
With a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attention: Alan M. Klein, Esq.
Facsimile: (212) 455-2502
