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Exhibit 10.8(e)
[GTS LETTERHEAD]
September 16, 1996
By fax: x0000000000
Xx. Xxxxxxxxxx Xxxxxx,
Vice President
Capital Group Companies, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Copy to: x0000 0000000
Mr. Xxxxxx-Xxxxx Xxxxxx
Capital Research International, S.A.
0, Xxxxx xxx Xxxxxxx
0000 Xxxxxx, Xxxxxxxxxxx
Dear Messrs. Xxxxxx and Bouvet:
Reference is made to (a) the following agreements, each as heretofore
amended, supplemented or otherwise modified (collectively, the "Cap Re
Agreements") among the purchasers referred to below (collectively the "Cap Re
Purchasers") and Global TeleSystems Group, Inc. (the "Company" or "GTS"): (i)
the Senior Note Purchase Agreement, dated as of February 2, 1996, between the
Company and Emerging Markets Growth Fund, Inc., as purchaser, and (ii) the
Senior Note Purchase Agreement, dated as of February 2, 1996, between the
Company and Capital International Emerging Markets Fund, as purchaser; and (b)
the requested consent concerning additional investment in Hermes as set forth
below.
Because it has taken longer than anticipated to finalize railway, customer
and other agreements, Hermes needs additional investment from the Company of ECU
4 million (approximately US$ 5 million under current exchange rates) to be
applied to capital expenditures. The Company's co-venturer, HitRail B.V.
("Hitrail"), will be required to make a contemporaneous equal investment in
Hermes. In the event, however, that Hitrail determines not to make its ECU 4
million investment, the Company would make Hitrail's investment. The Company
therefore seeks the Cap Re Purchasers'
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Messrs. Xxxxxx and Xxxxxx
September 16, 1996
Page 2
consent to a total additional investment by the Company up to ECU 8 million,
which the Company contemplates would be applied to additional capital
expenditures.
Please evidence your consent by signing and returning to me a copy of the
enclosed amendment letter.
Sincerely,
/s/ X.X. Xxxxxxxxx
Enclosure
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[GTS LETTERHEAD]
September 16, 1996
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000 XXX
Ladies and Gentlemen:
Reference is made to the following agreements, each as amended by the
letter agreement dated as of June 6, 1996 and July 23, 1996 (as amended,
collectively, the "Cap Re Agreements") among the purchasers referred to below
(collectively, the "Cap Re Purchasers") and Global TeleSystems Group, Inc. (the
"Company"): (i) the Senior Note Purchase Agreement, dated as of February 2,
1996, between the Company and Emerging Markets Growth Fund, Inc., as purchaser;
and (ii) the Senior Note Purchase Agreement dated as of February 2, 1996,
between the Company and Capital International Emerging Markets Fund, as
purchaser.
The Company and the Cap Re Purchasers hereby agree as follows:
1. Each Cap Re Agreement is hereby amended as set forth below:
(a) Schedule 9.11 of the amendments dated July 23, 1996 to
the Cap Re Agreements is hereby amended by substituting: (A) "$22,075" for
"$17,075" opposite "GTS Hermes" under the column heading "Projected
Intercompany Balance YE 1996", (B) "$135,932" for "$130,932" for the total at
the bottom of such heading, (C) "($6,072)" for "($1,072)" opposite GTS Hermes
under the column heading "YE variance to 3/31/96 Balance", (D) "($53,744)" for
"($48,744)" for the total at the bottom of such heading, (E) "$5,000" for "$-"
under the column heading "Break out of Variance" and the subheading "CapEx",
(F) "$22,241" for "$17,241" for the total at the bottom of such subheading, and
(G) "17M" for "$12M" in footnote 3. If the Company determines, however, to make
such additional total investment of ECU 8 million, the figures in the preceding
sentence would be amended by substituting the figures, as follows: (A)
"$27,075" for "$22,075", (B) "$140,932" for "$135,932", (C) "($11,072)" for
"($6,072)", (D) "($58,744)" for "($53,744), (E) "$10,000" for "$5,000", (F)
"$27,241" for "$22,241" and (G) "22M" for "17M."
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Global TeleSystems Group, Inc.
Page Two
September 16, 1996
2. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.
3. This letter agreement becomes effective as of the date first above
written, on the date on which the Company and each of the Cap Re Purchasers
shall have executed and delivered a counterpart hereof. Upon the effectiveness
of this letter agreement, each reference in any Transaction Document (as
defined in each Cap Re Agreement) to either Cap Re Agreements or any term or
provision thereof shall mean such Cap Re Agreements, such term or such
provision, respectively, as amended hereby. Except as otherwise provided
herein, the Transaction Documents shall remain in full force and effect and are
hereby in all respects ratified and confirmed.
4. This letter agreement may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute but one and the same letter agreement.
Delivery of an executed counterpart of a signature page of this letter
agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this letter agreement.
Please indicate your agreement to the foregoing by executing a counterpart
of this letter agreement in the appropriate space provided below.
Very truly yours,
EMERGING MARKETS GROWTH FUND, INC.
By /s/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CAPITAL INTERNATIONAL EMERGING MARKETS FUND
By /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
By /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
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Global TeleSystems
Page Three
September 16, 1996
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By /s/ X.X. XXXXXXXXX
----------------------------
Name: X.X. Xxxxxxxxx
Title: Vice President - General Counsel & Secretary
