Cisco Systems Capital Facility Letter Agreement with Viatel UK Limited and Viatel Inc.

Summary

Cisco Systems Capital offers Viatel UK Limited a lease facility of up to $50 million for purchasing Cisco networking hardware, software, and related services. Viatel Inc. acts as guarantor. The facility is subject to specific terms, including payment schedules, location of equipment, and a requirement for Viatel Inc.'s guarantee. The offer is valid until a specified date, provided there are no significant adverse financial changes. The agreement is confidential and governed by English law, and becomes binding only upon execution of a definitive lease agreement.

EX-10.39 6 0006.txt CISCO FACILITY LETTER EXHIBIT 10.39 PRIVATE & CONFIDENTIAL - ----------------------- 26th October, 2000 Viatel UK Limited Parnell House 25 Wilton Road London SW1V 1LW Attn: Mr S. Grist FACILITY LETTER Dear Mr Grist Cisco Systems Capital (CSC) specializes in providing innovative finance solutions for Cisco Systems products and services. We are pleased to detail our terms and conditions under which we are prepared to consider offering the following lease facilities. 1. LESSOR: Cisco Systems Capital (the "Lessor") 2. LESSEE: Viatel UK Limited ( the "Lessee") 3. GUARANTOR Viatel Inc 4. FACILITY AMOUNT: Lease Facility providing for leases in US Dollars subject to a US$50,000,000 aggregate credit limit. 5. AVAILABILITY: The facility will be made available to the Lessee up to and including [Redacted] subject always to the terms and conditions contained herein. Such facility, once granted, will remain in place until such date, provided there is in the Lessor's sole opinion no material adverse change in the Lessee's or Guarantor's financial condition. 6. LEASE TERM/PAYMENT The term of each lease shall be [Redacted] years, REQUIREMENTS: repayable by [Redacted] quarterly payments as set forth below. All payments will be made by Standing Order. All payments are shown exclusive of VAT. The Lessor reserves the right to amend the payments in line with movements in the three-year swap rate as determined by the Lessor based upon Bloomberg on the day the Lessor prepares any Equipment Lease Schedule ("Swap Rate"). 7. RENTAL PAYMENT [Redacted] payable quarterly in advance INVOICED [Redacted] (exclusive of VAT) based on an assumed Swap Rate of 7%. If the actual Swap Rate is different to the assumed Swap Rate on draw-down then the payment will be adjusted either upwards or downwards by the Adjustment Factor shown below and pro-rata amounts thereof. 8. ADJUSTMENT FACTOR [Redacted] for every [Redacted] per cent ([Redacted]%) movement in the assumed Swap Rate of 7% and pro-rata amounts thereof. 9. EXTENSION RENTAL [Redacted] % of invoiced amount payable annually in PAYMENTS advance (exclusive of VAT) 10. REBATE OF RENTALS [Redacted]% of net sale proceeds. 11. PURPOSE: For the purchase of Cisco Networking hardware & Software products and services (including limited soft costs) up to an aggregate cost not to exceed the Facility Amount. For the avoidance of doubt, any Cisco Services to be financed under the facility will be limited to one-year Service agreement only. 12. CONDITIONS TO To include without limitation : FINANCING COMMITMENT: 1. Guarantee of Viatel Inc. 2. Soft costs not to exceed 10% of total facility. 3. Equipment to be located in UK, with other jurisdictions subject to prior consent. In particular, [Redacted] will be consented to with certain conditions attached in the case of [Redacted]. CSC will exercise reasonable endeavors to undertake and complete country due diligence as to [Redacted] and [Redacted] on or before November 30, in order to determine whether consent can be granted to the location of equipment in such countries, and if so, under what conditions. 4. [Redacted] 13. MISCELLANEOUS: Whether or not the transaction(s) contemplated hereby are consummated, the Lessee agrees to pay on demand all reasonable costs and expenses of the Lessor, fees and disbursements of counsel to the Lessor incurred in connection with this facility and the matters related thereto with the negotiation, documentation and closing of the transactions contemplated (not to exceed 0.25% of the total Facility Amount). THE LESSOR MAY IN ITS SOLE DISCRETION, WITHDRAW THIS FACILITY OFFER, IF THE LESSEE HAS NOT COMPLIED TO THE LESSOR'S SATISFACTION WITH THE TERMS AND CONDITIONS OF THIS DOCUMENT IN ITS TOTALITY BY 30TH OCTOBER 2000. THIS FACILITY LETTER CANCELS AND REPLACES ANY PREVIOUS FACILITY LETTERS SENT BY LESSOR TO LESSEE. This letter and its terms are confidential and may not be disclosed to any person or entity other than on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with this Facility, and shall be governed by English law. Further, Viatel Inc and its related companies, defined in this document as any company where Viatel Inc, has a direct or indirect holding of more than 5%, agrees that it shall not, without Lessor's prior written consent, disclose the existence or terms of any financing facility with Lessor or use the name or logo of the Lessor or Cisco Systems in any press release, advertisement or other public pronouncement nor represent to any person that the relationship between the Lessee and the Lessor or Cisco Systems is other than that of seller of equipment and/or lessor/lessee, except as may be required by law. Save for the content of paragraph 13 above, which shall be binding between the parties, this letter is `subject to lease ` and is not intended to create any legal relationship between yourselves and ourselves. No such relationship shall exist until both parties have executed a definitive lease agreement. Yours sincerely, Yours sincerely, CISCO SYSTEMS CAPITAL ACCEPTED BY: for: VIATEL UK LIMITED By: /s/ SIGNATURE ILLEGIBLE NAME: /s/ Allan Shaw ------------------------- Date: Date: CC A. Shaw, Chief Financial Officer, Viatel Inc W. Murphy, President, Viatel Inc