Exhibit 99.2
MAYA 1 SUBMARINE CABLE SYSTEM
SUPPLEMENTARY AGREEMENT NO. 3
TO THE CONSTRUCTION AND MAINTENANCE AGREEMENT
THIS AGREEMENT (hereinafter referred to as "Supplementary Agreement No. 3"), is
made between and among the Parties signatory hereto (hereinafter collectively
called "the Parties"), which parties are identified in Schedule A.
WITNESSETH
WHEREAS, an Agreement was entered into effective September 17,1998; amended by
Amendatory Agreement No. 1 effective January 16, 1999; and supplemented by
Supplementary Agreement No. 1 effective October 4, 1999, and Supplementary
Agreement No 2 effective January 31, 2000 (hereinafter collectively referred to
as the "MAYA-1 Cable System C&MA") to engineer, provide, construct, operate,
maintain and restore the MAYA 1 Cable System, and;
WHEREAS, the parties identified in Schedule A hereto (hereinafter referred to as
the "Additional Parties") each desire to become a Party to the MAYA 1 Cable
System C&MA, and acquire an assignment of Minimum Investment Units (MIUs) as
shown in replacement Schedules C and D attached hereto, and
WHEREAS, in accordance with subparagraph 31.5 of the MAYA- I Cable System C&MA
and Paragraph 6 of the Amendatory Agreement No. 1, the General Committee has
agreed to admit Additional Parties as Parties to the MAYA 1 Cable System C&MA
commensurate with the requirements of the Additional Parties and other Parties
to the MAYA 1 Cable System C&MA, and;
WHEREAS, in accordance with subparagraph 31.2 of the MAYA-1 Cable System C&MA,
the Parties agreed that the provisions of the C&MA may be amended by unanimous
consent of all the Parties to the Agreement through a Supplementary Agreement,
and;
WHEREAS, certain existing Parties desire to transfer their ownership of
Ring-MIUs in the MAYA- 1 Cable System and as a result, make changes to their
voting interest, ownership interests and capital, operating and maintenance cost
in the MAYA-1 Cable System and to reflect such changes in substitute Schedules
A, B, C and d of the MAYA-1 C&MA.
NOW, THEREFORE, the parties hereto agree with each other as follows:
1. The identification of the Parties, the ownership and voting interests, the
allocation of, capital operations and maintenance costs and the assignment
of the MAYA 1 Cable system are revised in accordance with Schedules C and D
attached hereto. As of the effective date of this Supplementary Agreement
No. 3, Schedules C and D hereto shall replace the previous Schedules C and D
of the MAYA 1 Cable System C&MA.
1
2. The Additional Parties hereby:
a) Agree to accept and abide by the terms and conditions, including those
limits contained in the Schedules of the MAYA-1 Cable System C&MA, which are
incorporated by reference and made part hereof;
b) Agree to assume responsibility to pay its proportionate share in
accordance with Schedule C amended of costs or capital costs already incurred
under the MAYA- I Cable System C&MA, including any and all financial charges,
prior to becoming a Party thereto; and
c) Agree to accept and abide by all decisions already taken in relation to
the MAYA-1 Cable System C&MA prior to its becoming a party thereto.
3. Upon execution of this Supplementary Agreement No. 3, the Additional Parties
are hereby admitted as signatories to the MAYA-1 Cable System C&MA and deemed to
be Parties thereto.
4. The assigned capacity of the MAYA-1 Cable System is hereby revised as in
schedules C and D of this Supplementary Agreement No. 3.
5. The CBP shall xxxx the Additional Parties and the existing Parties acquiring
capacity for their proportional shares, as specified in Schedule D of this
Supplementary Agreement No. 3. These and subsequent bills shall be calculated,
rendered and paid in accordance with the MAYA 1 Cable System C&MA and any
applicable decisions of the General Committee.
6. Concert LTD. in accordance with provisions in Paragraph 25 of the MAYA- I
C&MA, is the successor in interest to AT&T Corp. in the following proportion:
378 ring MIUs. Concert USA in accordance with provisions in Paragraph 25 of the
MAYA-1 C&MA, is the successor in interest to XXXX. Concert LTD.'s and Concert
USA's full corporate names and addresses are shown in substitute schedule A
attached hereto.
In accordance with subparagraph 31.1 of the MAYA-1 Cable System C&MA, this
Supplementary Agreement No. 3 shall be executed in two identical counterparts,
one in English and one in Spanish- Cable & Wireless (CI) Ltd. shall be the
custodian of the English counterpart and ICE shall be the custodian of the
Spanish counterpart and each of the others Parties shall be provided with a
certified copy hereof.
In accordance with sub paragraph 31.2 of the MAYA-1 Cable System C&MA, this
Supplementary Agreement No. 3 shall be signed by the Additional Parties, Global
Crossing USA, Inc. and SunGlobe Fiber Systems Corporation; Concert LTD. and
Concert USA; the current GC Chairperson, ICE; and by the General Committee
Coordinator, Hondutel, on behalf of all the Parties as agreed by the General
Committee.
Except as provided in this Supplementary Agreement No. 3 all other items and
conditions shall remain unchanged in the MAYA- I C&MA, as previously amended.
This Supplementary Agreement No. 3 shall be effective as of the 6th day of June
2000.
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TESTIMONIUM
In WITNESS WHEREOF, the Parties hereto have severally subscribed these presents
or caused them to be subscribed in their names and on their behalf by their
respective officers thereunto duly authorized.
GLOBAL CROSSING USA, Inc.
BY
-------------------------------
SUNGLOBE FIBER SYSTEMS
CORPORATION
BY
-------------------------------
AT&T
BY
-------------------------------
HONDUTEL
BY
-------------------------------
Schedule A
GLOBAL CROSSING USA, Inc. a company organized and existing under the laws of the
state of Florida, USA, commonly known as Global Crossing and having an office at
0000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxx, Xxxxxxx 00000 XXX (hereinafter called
"Global Crossing", which expression shall include its successors)
SUNGLOBE FIBER SYSTEMS CORPORATION a company organized and existing under the
laws of the state of Florida, USA, commonly known as SunGlobe and having an
office at 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 XXX
(hereinafter called "SunGlobe", which expression shall include its successors).
Concert Global Network Services, Ltd., a corporation organized and existing
under the laws of Bermuda and having an office at Swan Building, 2nd Floor, 00
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx XX00 (hereinafter called "Concert Ltd.",
which expression shall include its successors).
Expresa Hondurena de Telecommunicaiones, a company organized and existing under
the laws of Honduras, commonly known as HONDUTEL and domiciled at Colonia Los
Almendros, Boulevard Xxxxxxx, P.O. BOX 1797, Tegucigalpa, Honduras, C.A.
SCHEDULE B
MAYA-1 CABLE SYSTEM OWNERSHIP OF JUNE 6, 2000
SEGMENT S AND VOTING INTEREST REVISION 7.1
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CARRIER PARTY RING-MIU
------------------------------------------ ---------------------
ALESTRA 0.24075%
BSI 2.64823%
C&W GN 12.20797%
C&W PANAMA 0.04815%
CANTV 0.144445%
CODETEL 0.144445%
CONCERT LTD. 14.53829%
CTC MUNDO 0.04815%
CTE ANTEL 0.96299%
EMBRATEL 0.28890%
ENITEL 0.38520%
ENTEL CHILE 0.67410%
XXX 0.00000%
XXXXXX TELECOM 0.04815%
GLOBAL CROSSING 0.04815%
GLOBAL ONE COLUMBIA 9.68736% These figures represent the weighted average
GLOBAL ONE EL SALVADOR 0.04815% of each Party's percentages in the total
GLOBAL ONE GUATEMALA 0.04815% amount of the supply contact only.
HONDUTEL 5.44421%
ICE 5.13751%
MCI 7.54732%
ORBITEL 3.01031%
PROTEL 0.14445% Segment S Investment
RADIOGRAFICA COST 2.16674%
RSL COMMUNICATIONS 1.01114% - Ring-MIU $167,819,000.00
SPRINT 7.22941%
STAR TELECOM 0.24075% The investment level of each Party is
SUNGLOBE FIBER SYSTEMS 0.67410% determined by applying the incentive pricing
SWISSCOM 0.19260% plan amounts to each Party's requested
TELECOM COLOMBIA 5.13751% capacity. Volume discount recognition is
TELECOM ITALIA 0.24075% given for incremental capacity requested above
TELEFONICA 0.19260% the level of the first STM-1.
TELEFONICA DEL PERU 2.02229% Volume discounts for multiple STM-1 requests
TELEFONICA DEL SALVADOR 0.48150% Are applied as follows:
TELEGLOBE 7.54732% $6000 (per Ring MIU) for the second STM-1,
TELINTAR (UOS) 0.04815% $9000 (per Ring MIU) for the third STM-1 and
TELMEX 3.50817% $12000 (per Ring MIU) for the fourth or greater
TRICOM 0.09630% STM-1
ULTRACOM 0.09630%
WORLDEXCHANGE 0.48150%
------------------------------------------ ---------------------
Total Subscribed in RING MIUs 100%
------------------------------------------ ---------------------
For purposes of this Agreement, Concert USA shall own and be responsible for the
percentage of capital, operations and maintenance costs listed against Concert
LTD, for that portion of Segment S of the MAYA-1 Cable System within Mexico,
Cayman Islands, Honduras, Costa Rica, Panama, and Colombia and that portion of
the territorial waters through which the cable traverses. Concert LTD. shall own
and be responsible for the capital, operating and maintenance costs of the
remainder of the percentage of Segment S.
MAYA-1 CABLE SYSTEM
ALLOCATION OF CAPITAL, OPERATING AND MAINTENANCE COSTS OF SEGMENT-
ALLOCATION OF COSTS OF SEGMENT T1 TO T7
SYSTEM INTERFACE LEVEL AND HIGHER SCHEDULE C
(COST SHARING PERCENTS) JUNE 6, 2000
------------------------------------------ ---------------------
CARRIER PARTY RING-MIU
------------------------------------------ ---------------------
ALESTRA 0.24075%
BSI 2.64823%
C&W GN 12.20797%
C&W PANAMA 0.04815%
CANTV 0.144445%
CODETEL 0.144445%
CONCERT LTD. 14.53829%
CTC MUNDO 0.04815%
CTE ANTEL 0.96299%
EMBRATEL 0.28890%
ENITEL 0.38520%
ENTEL CHILE 0.67410%
XXX 0.00000%
XXXXXX TELECOM 0.04815%
GLOBAL CROSSING 0.04815%
GLOBAL ONE COLUMBIA 9.68736%
GLOBAL ONE EL SALVADOR 0.04815%
GLOBAL ONE GUATEMALA 0.04815%
HONDUTEL 5.44421%
ICE 5.13751%
MCI 7.54732%
ORBITEL 3.01031%
PROTEL 0.14445%
RADIOGRAFICA COST 2.16674%
RSL COMMUNICATIONS 1.01114%
SPRINT 7.22941%
STAR TELECOM 0.24075%
SUNGLOBE FIBER SYSTEMS 0.67410%
SWISSCOM 0.19260%
TELECOM COLOMBIA 5.13751%
TELECOM ITALIA 0.24075%
TELEFONICA 0.19260%
TELEFONICA DEL PERU 2.02229%
TELEFONICA DEL SALVADOR 0.48150%
TELEGLOBE 7.54732%
TELINTAR (UOS) 0.04815%
TELMEX 3.50817%
TRICOM 0.09630%
ULTRACOM 0.09630%
WORLDEXCHANGE 0.48150%
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Total Subscribed in RING MIUs 100.000000%
------------------------------------------ ---------------------
These figures represent each Party Percentage in the total assigned quantities
as obtained from Schedule B. The percentages are not rounded.
MAYA-1 CABLE SYSTEM SCHEDULE D
RING MIU QUANTITIES ASSIGNED JUNE 6, 2000
TO THE PARTIES REVISION 7.1
-------------------------------- -------------------- --------------------
CARRIER PARTY CAPACITY REQUESTED CAPACITY RING MIUS
-------------------------------- -------------------- --------------------
XXXXXXX 0 0
XXX 00 00
C&W GN 275 315
C&W PANAMA 1 1
CANTV 3 3
CODETEL 3 3
CONCERT LTD. 330 378
CTC MUNDO 1 1
CTE ANTEL 20 21
XXXXXXXX 0 0
XXXXXX 0 0
XXXXX XXXXX 14 14
ETB 110 126
FRANCE TELECOM 1 1
GLOBAL CROSSING 1 1
GLOBAL ONE COLUMBIA 221 253
GLOBAL ONE EL SALVADOR 1 1
GLOBAL ONE GUATEMALA 1 1
HONDUTEL 117 133
ICE 000 000
XXX 000 000
ORBITEL 63 71
PROTEL 3 3
RADIOGRAFICA COST 45 48
RSL COMMUNICATIONS 21 22
SPRINT 165 189
STAR TELECOM 5 5
SUNGLOBE FIBER SYSTEMS 14 14
SWISSCOM 4 4
TELECOM COLOMBIA 110 126
TELECOM ITALIA 5 5
TELEFONICA 4 4
TELEFONICA DEL PERU 42 45
TELEFONICA DEL SALVADOR 00 00
XXXXXXXXX 000 000
TELINTAR (UOS) 1 1
TELMEX 74 82
TRICOM 2 2
ULTRACOM 2 2
WORLDEXCHANGE 10 10
--------------------------------- ------------------- -------------------
Total Subscribed in RING MIUs 2193 2481
--------------------------------- ------------------- -------------------
One RING-MIU is a nominal 2.0 Mbps bearer in a ring configuration.
