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EXHIBIT 99.10
SUPPLEMENTAL INDENTURE
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ESPRIT TELECOM GROUP PLC
AS ISSUER
AND
THE BANK OF NEW YORK,
TRUSTEE, REGISTRAR
AND PAYING AGENT
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SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 23, 1998
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DM 125,000,000
11 1/2% SENIOR NOTES DUE 2007
SUPPLEMENTING THE INDENTURE DATED AS OF DECEMBER 18, 1997 AMONG
ESPRIT TELECOM GROUP PLC, ISSUER, AND
THE BANK OF NEW YORK, TRUSTEE, REGISTRAR AND PAYING AGENT.
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SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of December
23, 1998 between ESPRIT TELECOM GROUP PLC, a public limited company organized
under the laws of England and Wales (the "Issuer"), and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee, Registrar and Paying Agent (the
"Trustee"), under the Indenture dated as of December 18, 1997 (the "Indenture").
WITNESSETH:
WHEREAS, the Issuer has issued DM 125,000,000 principal amount of 11 1/2%
Senior Notes due 2007 (the "Securities") pursuant to the Indenture;
WHEREAS, the Issuer has entered into an Offer Agreement, dated December 8,
1998, with Global TeleSystems Group, Inc., a Delaware corporation ("GTS"),
pursuant to which, subject to the terms and conditions thereof, an offer will be
made by or on behalf of GTS to acquire all of the outstanding share capital of
the Issuer (the "Equity Exchange Offer");
WHEREAS, the Issuer has requested that the holders (the "Holders") of the
Securities waive the applicability of Section 4.15 (governing a Change of
Control, as defined therein) of the Indenture to the acquisition of the Issuer
by GTS by means of the Equity Exchange Offer or by any other transaction
pursuant to the Offer Agreement, as may be amended and restated from time to
time, in which GTS effects a Change of Control of the Issuer (the "Offer");
WHEREAS, the Issuer wishes to obtain such waiver pursuant to Section 9.2 of
the Indenture; and
WHEREAS, the Trustee has received evidence satisfactory to it of the
consent of the holders of a majority of the aggregate principal amount of the
Securities outstanding to the waiver set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, the parties agree as
follows. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Indenture.
ARTICLE I
WAIVERS
All Holders and every subsequent holder of the Securities shall be bound by
the following waiver of the Indenture and the Securities:
Such persons expressly waive the applicability of Section 4.15 of the
Indenture (governing a Change of Control) to the Offer.
ARTICLE II
MISCELLANEOUS
Section 2.1 Except as waived hereby, all of the terms of the Indenture
shall remain and continue in full force and effect and are hereby confirmed in
all respects. This Supplemental Indenture shall only constitute a waiver to the
extent provided herein with respect to the Change of Control provisions as set
forth in Section 4.15 of the Indenture and shall not be deemed to be a waiver of
any other provision of the Indenture. For the avoidance of doubt, the waiver
provided pursuant to Article I hereof shall not apply to any transaction or
series of transactions that would result in a Change of Control of the Issuer
other than the Offer.
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Section 2.2 This Supplemental Indenture and each and every provision
hereof shall be deemed to be a contract made under the laws of the State of New
York and for all purposes shall be construed in accordance with the laws of such
State.
Section 2.3 This Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
constitute but one and the same instrument.
Section 2.4 In entering into this Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee, whether or not elsewhere herein so provided.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date hereof.
ESPRIT TELECOM GROUP PLC
By /s/ XXX XXXXXXX
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Name: Xxx Xxxxxxx
Title: C.F.O.
By /s/ J.P. McMONIGALL
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Name: J.P. McMonigall
Title: Director
THE BANK OF NEW YORK, as Trustee,
Registrar and Paying Agent,
By
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Name:
Title:
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Section 2.2 This Supplemental Indenture and each and every provision
hereof shall be deemed to be a contract made under the laws of the State of
New York and for all purposes shall be construed in accordance with the laws of
such State.
Section 2.3 This Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall constitute but one and the same instrument.
Section 2.4 In entering into this Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee, whether or not elsewhere herein so provided.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date hereof.
ESPRIT TELECOM GROUP PLC
By
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Name:
Title:
By
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Name:
Title:
THE BANK OF NEW YORK, as Trustee,
Registrar and Paying Agent.
By /s/ XXXX XXXXXXXXX
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Name: XXXX XXXXXXXXX
Title: Vice President
