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EXHIBIT 1.2 FORM NO. 2 (SEAL OF BERMUDA) BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
SECTION 7(1) and (2) MEMORANDUM OF ASSOCIATION OF Viatel Holding (Bermuda) Limited 
  1.
    
    The liability of the members of the Company is limited to the amount
(if any) for the time being unpaid on the shares respectively held by
them,2.
    
    We, the undersigned, namely, Bermudian Status
    
    
    
    Number of SharesName and Address
    
    (Yes or No)
    
    Nationality
    
    SubscribedAngus LynnCedar House41 Cedar AvenueHamilton HM 12, Bermuda
    
    Yes
    
    British
    
    
    1Antoinette SimmonsCedar House41 Cedar AvenueHamilton HM 12, Bermuda
    
    Yes
    
    British
    
    
    1Marcia GilbertCedar House41 Cedar A venueHamilton HM 12, Bermuda
    
    No
    
    Trinidadian
    
    
    1Bernett Cox
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda
    
    Yes
    
    British
    
    
    1
 do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.




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3.
    
    The Company is to be art Exempted Company as defined by the Companies
Act 1981.4.
    
    The Company, with the consent of the Minister of Finance, has power to
hold land situate in Bermuda not exceeding   in all, including the
following parcels:-Not applicable.5.
    
    The authorised share capital of the Company is US$12,000.00 divided
into 1,200,000 shares of US$0,01 each. The minimum subscribed share
capital of the Company is $12,000.00 in United States Dollar currency.6.
    
    The objects for which the Company is formed and incorporated are:-  (i)
    
    To carry on the business of constructing, establishing,
owning, providing, operating and maintaining
telecommunications networks in all parts of the world, to buy,
lease, sell and otherwise deal in capacity in
telecommunications networks, facilities and systems (including
satellite and fibre-optic cable networks, undersea and
overland), to provide telecommunications services and to
acquire, construct, establish, install, own, operate and
maintain all structures, buildings, plant and equipment
associated with any of the foregoing;(ii)
    
    To cany on business as a holding company and to acquire and
hold shares, stocks, debenture stock, bonds, mortgages,
obligations and securities of any kind issued or guaranteed by
any company, corporation or undertaking of whatever nature and
wherever constituted or carrying on business, and shares,
stock, debentures, debenture stock, bonds, obligations and
other securities issued or guaranteed by any government,
sovereign ruler, commissioners, trust,




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local authority or other public body, whether in Bermuda or
elsewhere, and to vary, transpose, dispose of or otherwise
deal with from time to time as may be considered expedient any
of the Companys investments for the time being;(iii)
    
    To acquire any such shares and other securities as are
mentioned in the preceding paragraph by subscription,
syndicate participation, tender, purchase, exchange or
otherwise and to subscribe for the same, either conditionally
or otherwise, and to guarantee the subscription thereof and to
exercise and enforce all rights and powers conferred by or
incident to the ownership thereof;(iv)
    
    To co-ordinate the administration, policies, management,
supervision, control, research, planning, trading and any and
all other activities of, and to act as financial advisers and
consultants to, any company or companies now or hereafter
incorporated or acquired which may be or may become a Group
Company (which expression, in this and the next following
paragraph, means a company, wherever incorporated, which is or
becomes a holding company or a subsidiary of, or affiliated
with, the Company within the meanings respectively assigned to
those terms in The Companies Act 1981) or, with the prior
written approval of the Minister of Finance, to any company or
companies now or hereafter incorporated or acquired with which
the Company may be or may become associated;(v)
    
    To provide financing and financial investment, management and
advisory services to any Group Company, which shall include
but not be limited to granting or providing credit and
financial accommodation, lending and making advances with or
without interest to any Group Company and lending to or
depositing with any bank funds or other assets to provide
security (by way of mortgage, charge, pledge, lien or
otherwise) for loans or other forms of financing granted to
such Group Company by such bank:Provided that the Company shall not be deemed to have the
power to act as executor or administrator, or as trustee,
except in connection with the issue of bonds and debentures by
the Company or any Group Company or in connection with a
pension scheme for the benefit of employees or former
employees of the Company or a Group Company or their
respective predecessors, or the dependants or connections of
such employees or former employees;(vi)
    
    As set forth in paragraphs (b) to (n) and (p) to (u) inclusive
of the Second Schedule to The Companies Act, 1981.  7.
    
    The Company has the powers set out in The Schedule annexed hereto.




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The Schedule (referred to in Clause 7 of the Memorandum of Association)  (a)
    
    to borrow and raise money in any currency or currencies and to
secure or discharge any debt or obligation in any manner and
in particular (without prejudice to the generality of the
foregoing) by mortgages of or charges upon all or any part of
the undertaking, property and assets (present and future) and
uncalled capital of the company or by the creation and issue
of securities;(b)
    
    to enter into any guarantee, contract of indemnity or
suretyship and in particular (without prejudice to the
generality of the foregoing) to guarantee, support or secure,
with or without consideration, whether by personal obligation
or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and
uncalled capital of the company or by both such methods or in
any other manner, the performance of any obligations or
commitments of, and the repayment or payment of the principal
amounts of and any premiums, interest, dividends and other
moneys payable on or in respect of any securities or
liabilities of, any person, including (without prejudice to
the generality of the foregoing) any company which is for the
time being a subsidiary or a holding company of the company or
another subsidiary of a holding company of the company or
otherwise associated with the company;(c)
    
    to accept, draw, make, create, issue, execute, discount,
endorse, negotiate and deal in bills of exchange, promissory
notes, and other instruments and securities, whether
negotiable or otherwise;(d)
    
    to sell, exchange, mortgage, charge, let on rent, share of
profit, royalty or otherwise, grant licences, easements,
options, servitudes and other rights over, and in any other
manner deal with or dispose of, all or any part of the
undertaking, property and assets (present and future) of the
company for any consideration and in particular (without
prejudice to the generality of the foregoing) for any
securities;(e)
    
    to issue and allot securities of the company for cash or in
payment or part payment for any real or personal property
purchased or otherwise acquired by the company or any services
rendered to the company or as security for any obligation or
amount (even if less than the nominal amount of such
securities) or for any other purpose;(f)
    
    to grant pensions, annuities, or other allowances, including
allowances on death, to any directors, officers or employees
or former directors, officers or employees of the company or
any company which at any time is or was a subsidiary or a
holding company or another subsidiary of a holding company of
the company or otherwise associated with the company or of any
predecessor in business of any of them, and to the relations,
connections or dependants of any such persons, and to other
persons whose service or services have directly or indirectly
been of




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benefit to the company or whom the company considers have any
moral claim on the company or to their relations connections
or dependants, and to establish or support any associations,
institutions, clubs, schools, building and housing schemes,
funds and trusts, and to make payment towards insurance or
other arrangements likely to benefit any such persons or
otherwise advance the interests of the company or of its
members or for any national, charitable, benevolent,
educational, social, public, general or useful object;(g)
    
    subject to the provisions of Section 42 of the Companies Act
1981, to issue preference shares which at the option of the
holders thereof are to be liable to be redeemed;(h)
    
    to purchase its own shares in accordance with the provisions
of Section 42A of the Companies Act 1981.




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THE COMPANIES ACT SECOND SCHEDULE
    
    (section 11(2))
 Subject to Section 4A, a company may by reference include in
its memorandum any of the following objects, that is to say the
business of -  (a)
    
    insurance and re-insurance of all kinds;(b)
    
    packaging of goods of all kinds;(c)
    
    buying, selling and dealing in goods of all kinds;(d)
    
    designing and manufacturing of goods of all kinds;(e)
    
    mining and quarrying and exploration for metals, minerals,
fossil fuels and precious stones of all kinds and their
preparation for sale or use;(f)
    
    exploring for, the drilling for, the moving, transporting and
refining petroleum and hydro carbon products including oil and
oil products;(g)
    
    scientific research including the improvement, discovery and
development of processes, inventions, patents and designs and
the construction, maintenance and operation of laboratories
and research centres;(h)
    
    land, sea and air undertakings including the land, ship and
air carriage of passengers, mails and goods of all kinds;(i)
    
    ships and aircraft owners, managers, operators, agents,
builders and repairers;(j)
    
    acquiring, owning, selling, chartering, repairing or dealing
in ships and aircraft;(k)
    
    travel agents, freight contractors and forwarding agents;(l)
    
    dock owners, wharfingers, warehousemen;(m)
    
    ship chandlers and dealing in rope, canvas oil and ship stores
of all kinds;(n)
    
    all forms of engineering;(o)
    
    developing, operating, advising or acting as technical
consultants to any other enterprise or business;(p)
    
    farmers, livestock breeders and keepers, graziers, butchers,
tanners and processors of and dealers in all kinds of live and
dead stock, wool, hides, tallow, grain, vegetables and other
produce;




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(q)
    
    acquiring by purchase or otherwise and holding as an
investment inventions, patents, trade marks, trade names,
trade secrets, designs and the like;(r)
    
    buying, selling, hiring, letting and dealing in conveyances of
any sort; and(s)
    
    employing, providing, hiring out and acting as agent for
artists, actors, entertainers of all sorts, authors,
composers, producers, directors, engineers and experts or
specialists of any kind;(t)
    
    to acquire by purchase or otherwise and hold, sell, dispose of
and deal in real property situated outside Bermuda and in
personal property of all kinds wheresoever situated;(u)
    
    to enter into any guarantee, contract of indemnity or
suretyship and to assure, support or secure with or without
consideration or benefit the performance of any obligations of
any person or persons and to guarantee the fidelity of
individuals filling or about to fill situations of trust or
confidence;(v)
    
    to be and carry on business of a mutual fund within the
meaning of section 156A.Provided that none of these objects shall enable the company
to carry on restricted business activity as set out in the
Ninth Schedule except with the consent of the Minister.




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STAMP DUTY (To be affixed) Not Applicable




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(SIGNATURE PAGE) Signed by each subscriber in the presence of at least one witness attesting the
signature thereof:- /s/ Angus Lynn /s/ H. Laverne
   /s/ Antoinette Simmons /s/ H. Laverne
   /s/ Marcia Gilbert /s/ H. Laverne
   /s/ Bernett Cox /s/ H. Laverne
   (Subscribers) (Witnesses) SUBSCRIBED this 20th day of November, 2001




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THE COMPANIES ACT 1981 FIRST SCHEDULE
    
    (section 11(1))
 A company limited by shares, or other company having a share capital,
may exercise al] or any of the following powers subject to any
provision of law or its memorandum -  (1)
    
    [repealed by 1992:51](2)
    
    to acquire or undertake the whole or any part of the business,
property and liabilities of any person carrying on any
business that the company is authorised to carry on;(3)
    
    to apply for, register, purchase, lease, acquire, hold, use,
control, licence, sell, assign or dispose of patents, patent
rights, copyrights, trade marks, formulae, licences,
inventions, processes, distinctive marks and similar rights;(4)
    
    to enter into partnership or into any arrangement for sharing
of profits, union of interests, co-operation, joint venture,
reciprocal concession or otherwise with any person carrying on
or engaged in or about to carry on or engage in any business
or transaction that the company is authorised to carry on or
engage in or any business or transaction capable of being
conducted so as to benefit the company;(5)
    
    to take or otherwise acquire and hold securities in any other
body corporate having objects altogether or in part similar to
those of the company or carrying on any business capable of
being conducted so as to benefit the company;(6)
    
    subject to section 96 to lend money to any employee or to any
person having dealings with the company or with whom the
company proposes to have dealings or to any other body
corporate any of whose shares are held by the company;(7)
    
    to apply for, secure or acquire by grant, legislative
enactment, assignment, transfer, purchase or otherwise and to
exercise, carry out and enjoy any charter, licence, power,
authority, franchise, concession, right or privilege, that any
government or authority or any body corporate or other public
body may be empowered to grant, and to pay for, aid in and
contribute toward




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carrying it into effect and to assume any liabilities or
obligations incidental thereto;(8)
    
    to establish and support or aid in the establishment and
support of associations, institutions, funds or trusts for the
benefit of employees or former employees of the company or
its predecessors, or the dependants or connections of such
employees or former employees, and grant pensions and
allowances, and make payments towards insurance or for any
object similar to those set forth in this paragraph, and to
subscribe or guarantee money for charitable, benevolent,
educational or religious objects or for any exhibition or for
any public, general or useful objects;(9)
    
    to promote any company for the purpose of acquiring or taking
over any of the property and liabilities of the company or for
any other purpose that may benefit the company;(10)
    
    to purchase, lease, take in exchange, hire or otherwise
acquire any personal property and any rights or privileges
that the company considers necessary or convenient for the
purposes of its business;(11)
    
    to construct, maintain, alter, renovate and demolish any
buildings or works necessary or convenient for its objects;(12)
    
    to take land in Bermuda by way of lease or letting agreement
for a term not exceeding fifty years, being land bona fide
required for the purposes of the business of the company and
with the consent of the Minister granted in his discretion to
take land in Bermuda by way of lease or letting agreement for
a term not exceeding twenty-one years in order to provide
accommodation or recreational facilities for its officers and
employees and when no longer necessary for any of the above
purposes to terminate or transfer the lease or letting
agreement;(13)
    
    except to the extent, if any, as may be otherwise expressly
provided in its incorporating Act or memorandum and subject to
this Act every company shall have power to invest the moneys
of the Company by way of mortgage of real or personal property
of every description in Bermuda or elsewhere and to sell,
exchange, vary, or dispose of such mortgage as the company
shall from time to time determine;(14)
    
    to construct, improve, maintain, work, manage, carry out or
control any roads, ways, tramways, branches or sidings,
bridges, reservoirs, watercourses, wharves, factories,
warehouses, electric works, shops, stores and other works and
conveniences that may advance the interests of the




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company and contribute to, subsidise or otherwise assist or
take part in the construction, improvement, maintenance,
working, management, carrying out or control thereof;(15)
    
    to raise and assist in raising money for, and aid by way of
bonus, loan, promise, endorsement, guarantee or otherwise, any
person and guarantee the performance or fulfilment of any
contracts or obligations of any person, and in particular
guarantee the payment of the principal of and interest on the
debt obligations of any such person;(16)
    
    to borrow or raise or secure the payment of money in such
manner as the company may think fit;(17)
    
    to draw, make, accept, endorse, discount, execute and issue
bills of exchange, promissory notes, bills of lading, warrants
and other negotiable or transferable instruments;(18)
    
    when properly authorised to do so, to sell, lease, exchange or
otherwise dispose of the undertaking of the company or any
part thereof as an entirety or substantially as an entirety
for such consideration as the company thinks fit;(19)
    
    to sell, improve, manage, develop, exchange, lease, dispose
of, turn to account or otherwise deal with the property of the
company in the ordinary course of its business;(20)
    
    to adopt such means of making known the products of the
company as may seem expedient, and in particular by
advertising, by purchase and exhibition of works of art or
interest, by publication of books and periodicals and by
granting prizes and rewards and making donations;(21)
    
    to cause the company to be registered and recognised in any
foreign jurisdiction, and designate persons therein according
to the laws of that foreign jurisdiction or to represent the
company and to accept service for and on behalf of the company
of any process or suit;(22)
    
    to allot and issue fully-paid shares of the company in payment
or part payment of any property purchased or otherwise
acquired by the company or for any past services performed for
the company;(23)
    
    to distribute among the members of the company in cash, kind,
specie or otherwise as may be resolved, by way of dividend,
bonus or in any other manner considered advisable, any
property of the company, but not so as to decrease the capital
of the company unless the distribution is made for the




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purpose of enabling the company to be dissolved or the
distribution, apart from this paragraph, would be otherwise
lawful;(24)
    
    to establish agencies and branches;(25)
    
    to take or hold mortgages, hypothecs, liens and charges to
secure payment of the purchase price, or of any unpaid balance
of the purchase price, of any part of the property of the
company of whatsoever kind sold by the company, or for any
money due to the company from purchasers and others and to
sell or otherwise dispose of any such mortgage, hypothec, lien
or charge;(26)
    
    to pay all costs and expenses of or incidental to the
incorporation and organization of the company;(27)
    
    to invest and deal with the moneys of the company not
immediately required for the objects of the company in such
manner as may be determined;(28)
    
    to do any of the things authorised by this Schedule and all
things authorised by its memorandum as principals, agents,
contractors, trustees or otherwise, and either alone or in
conjunction with others;(29)
    
    to do all such other things as are incidental or conducive to
the attainment of the objects and the exercise of the powers
of the company. Every company may exercise its powers beyond the boundaries of Bermuda
to the extent to which the laws in force where the powers are sought to
be exercised permit.