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Exhibit 99.2
TERMS SHEET
FIBERCORE, INC. AND TYCO SIGMA LIMITED
1. PARTIES. FiberCore, Inc., a Nevada corporation with its principal place of
business at 253 Worcester Road, Charlton, Massachusetts ("FiberCore") and
Tyco Sigma Limited, a Bermuda corporation and a wholly-owned subsidiary of
Tyco International Ltd., with its principal place of business at the Zurich
Centre, Second Floor, 90 Pitts Bay Road, Pembroke, Bermuda ("TSL").
2. OVERVIEW. TSL will provide nine million dollars to FiberCore in immediately
available funds to be used by FiberCore only to extinguish FiberCore's debt
to Algar S.A. - Empreendimentos E Participacoes and FiberCore will provide
stock to TSL in accordance with the terms and conditions of this Terms
Sheet.
3. EXECUTION AND CLOSING DATE. This Term Sheet will be agreed to and executed
by both parties on or before September 5, 2000, and the transaction will
close on September 5, 2000 ("Closing Date").
4. TRANSACTION.
A. On the Closing Date,
1. TSL will provide nine million United States dollars ($9,000,000)
to FiberCore in immediately available funds; and
2. FiberCore will provide to TSL 1,352,375 shares of its common
stock, the amount of which was determined according to the
following formula:
a. The price of each share will be:
(1) the weighted average trading price per share, as
provided by Bloomberg L.P., for the ten business days
ending on and including August 29, 2000 ($7.4773);
(2) multiplied by 90% and rounded to four decimal places
($6.7296);
(3) divided into $9,000,000.00 and rounded to the nearest
share (1,337,375).
b. Add 15,000 shares to the number of shares determined by
3.A.2(a) (1,352,375).
B. TSL's obligation to provide funds pursuant to Paragraph 4.A.1 is
expressly conditioned upon FiberCore providing evidence satisfactory
to TSL that Algar S.A. - Empreendimentos E Participacoes waived the
deadline for payment by FiberCore, as more fully described in
Subsection 4.C of this Agreement.
C. FiberCore will use the $9,000,000 received from TSL only to extinguish
the entire principal of the US$ 10,000,000.00 Promissory Note dated
June 20, 2000 between FiberCore, Inc. and Algar S.A. - Empreendimentos
E Participacoes, a company organized under the laws of the Federative
Republic of Brazil ("Note") as permitted under 2.4 of the Loan
Agreement dated as of June 20, 2000 between Algar S.A. -
Empreendimentos E Participacoes and FiberCore, Inc., which specifies
that if "the Borrower makes all payments due thereunder on or before
August 31, 2000 . . . the Principal Amount shall be reduced to US $
9,000,000.00." The August 31, 2000 date was extended to September 9,
2000 in a waiver from Algar to FiberCore and the waiver will be
formalized in document dated September 4, 2000 ("Algar Waiver").
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D. FiberCore will pay off the entire Note principal together with all
other payments due on the Note by September 8, 2000. If FiberCore
breaches this provision, TSL, at its sole option, in addition to other
legal rights and remedies, may return the shares it received under
4.A.2 to FiberCore and FiberCore shall immediately return $9,000,000
to TSL, plus interest calculated from September 5, 2000 until the date
the money is paid to TSL. The interest rate shall be Prime as at
September 5, 2000, plus 3%. Prime will be the PRIME RATE published in
THE WALL STREET JOURNAL in the Money Rates section on September 6,
2000.
E. FiberCore shall forward the Certificate of Common Stock to: Tyco
International (US) Inc., attn Thomas G. Ernst, 9 West 57th Street,
43rd Floor, NY, NY 10019.
F. From time to time TSL may sell its shares of FiberCore common stock,
whether such sale occurs pursuant to Rule 144(k), in private
placements, piggybacked as agreed with FiberCore on FiberCore
registrations, or otherwise in conformance with the Federal securities
laws.
1. TSL will sell these shares in an orderly fashion in conformance
with the rules and regulations of the Securities and Exchange
Commission governing resales of the shares of FiberCore common
stock held by TSL.
2. FiberCore agrees to provide reasonable assistance in TSL's
efforts to sell its shares of FiberCore common stock as described
above, including but not limited to the prompt reissuance of
certificates in which legends that are no longer necessary or
appropriate have been removed and the prompt giving of Rule 144
opinions in a form reasonably acceptable to TSL.
5. REPRESENTATIONS.
A. FiberCore represents that the Algar Waiver has been received and is
valid.
B. FiberCore represents that there have been no material adverse changes
to the business or financial condition of the company since it
reported its financial results through June 30, 2000.
C. FiberCore represents that: it is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada;
it has all requisite corporate power and authority to enter into this
Terms Sheet and to carry out the transactions contemplated in this
Terms Sheet; the execution, delivery and performance of this Terms
Sheet by FiberCore has been duly and validly authorized and approved
by all necessary corporate action; and this Terms Sheet is valid,
binding and enforceable against FiberCore and its successors and
assigns in accordance with its terms (except to the extent that
enforcement is effected by laws pertaining to bankruptcy,
reorganization, insolvency and creditors' rights and by the
availability of injunctive relief, specific performance and other
equitable remedies).
D. TSL represents that: it is a corporation duly organized, validly
existing and in good standing under the laws of Bermuda; it has all
requisite corporate power and authority to enter into this Terms Sheet
and to carry out the transactions contemplated in this Terms Sheet;
the execution, delivery and performance of this Terms Sheet by TSL has
been duly and validly authorized and approved by all necessary
corporate action; and this Terms Sheet is valid, binding and
enforceable against TSL and its successors and assigns in accordance
with its terms (except to the extent that enforcement is effected by
laws pertaining to bankruptcy,
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reorganization, insolvency and creditors' rights and by the
availability of injunctive relief, specific performance and other
equitable remedies).
E. TSL represents that it has had general access to FiberCore's SEC
filings through public sources, and FiberCore provided, or promised to
provide other information that TSL requested pertaining to TSL's
investments in FiberCore.
6. MISCELLANEOUS.
A. The failure of either party to enforce the provisions hereof or to
exercise the rights granted hereunder or the agreement of the parties
to waive enforcement thereof, at any time or for any period of time
shall not constitute or be construed to be a waiver of any other
failure or breach of such provisions or rights, or any other provision
of this Terms Sheet, or the right of such party thereafter to enforce
each and every such provision or right, nor shall such failure or
agreement be deemed to be an amendment to this Terms Sheet.
B. The terms of this transaction may be modified or amended only by an
instrument in writing duly executed by appropriate representatives of
both parties.
C. This Terms Sheet shall be governed by and construed according to the
laws of the State of New York with out regard to its conflicts of laws
provisions.
D. This Agreement may be considered executed with facsimile copies of the
signature page showing the Agreement has be signed by authorized
representatives of the parties if the parties forward signature pages
with original signature to the other party within one calendar week of
executing the Agreement.
ACCEPTED AND AGREED,
INTENDING TO BE LEGALLY BOUND:
TYCO SIGMA LIMITED FIBERCORE, INC.
BY: /s/ BYRON KALOGEROU BY: /s/ STEVEN PHILLIPS
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Byron Kalogerou Steven Phillips
President Chief Financial Officer & Treasurer
(Interim) and Director
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