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EXHIBIT 10.8(h)
[GTS LETTERHEAD]
June 20, 1997
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000
Global TeleSystems Group, Inc.
Ladies and Gentlemen:
We refer to (i) the Senior Note Purchase Agreement, dated as of
February 2, 1996, as heretofore amended, between Global TeleSystems Group, Inc.
(the "Company") and Emerging Markets Growth Fund, Inc., as purchaser, and (ii)
the Senior Note Purchase Agreement, dated as of February 2, 1996, as heretofore
amended, between the Company and Capital International Emerging Markets Funds,
as purchaser (each such Senior Note Purchase Agreement being a "Cap Re
Agreement"; and Emerging markets Growth Fund, Inc. and Capital International
Emerging Markets Fund being, collectively, the "Cap Re Purchasers"). Terms
defined or referenced in either of the Cap Re Agreements and not otherwise
defined or referenced herein are used herein as therein defined or referenced.
The Company and the Cap Re Purchasers hereby agree as follows:
1. The definition of "Equity Offering" contained in Section 1.1 of
each Cap Re Agreement is amended by substituting for the period at the end
thereof the following:
; and provided further that the private placement of up to $50
million of Common Stock (expected, as of the date hereof, to become
effective during July of
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1997) and the private placement of up to $115 million of bonds
convertible into Common Stock on substantially the terms set forth
in Schedule 9.3, individually and in the aggregate, shall not, with
respect to proceeds thereof received from July 1, 1997 to October 31,
1997, constitute an Equity Offering.
2. Section 9.3 of each Cap Re Agreement is amended by striking the
word "and" immediately proceeding subsection 9.3(f) and by adding the following
text immediately following subsection 9.3(f):
and (g) Indebtedness incurred in connection with the issuance
of up to $115 million of bonds convertible into Common Stock on
substantially the terms set forth in Schedule 9.3.
3. Schedule 9.3 is hereby added to each Cap Re Agreement in the
form and containing the text set forth in the "Description of Bonds," as
provided Appendix A hereto.
4. The Cap Re Purchasers waive any and all Events of Default (as
defined in the Transaction Documents to which they are respective parties) and
any and all events ("Potential Defaults") that, with the giving of notice or
lapse of time or both, would constitute Events of Default, to the extent that
such Events of Default and Potential Defaults (i) arose on or before the date
hereof and before giving effect to the amendments described in paragraphs 1
through 3 above (the "Amendments") and (ii) resulted from events, transactions,
facts and circumstances that, immediately after giving effect to the Amendments,
would not constitute Events of Default or Potential Defaults.
5. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
6. This letter agreement becomes effective as of the date first
above written, on the date on which the Company and each Cap Re Purchaser shall
have executed and delivered a counterpart hereof. Upon the effectiveness of
this letter agreement, each reference in any Transaction Document to either Cap
Re Agreement or any term or provision thereof shall mean such Cap Re Agreement,
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.
7. 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
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letter agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this letter agreement.
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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 CAPITAL INTERNATIONAL
FUND, INC. EMERGING MARKETS FUND
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX XXXXXXX
------------------------- -------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx Xxxxxxx
Title: Vice President Title: Director
/s/ XXXXX XXXXXXX
-------------------------
Xxxxx Xxxxxxx
Director
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ XXXXX XXXXXXX
-------------------------
Name: Xxxxx Xxxxxxx
Title: Corporate Treasurer
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5 APPENDIX A
[DESCRIPTION OF BONDS]
6
[GTS LETTERHEAD]
June 20, 1997
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000
Global TeleSystems Group, Inc.
Ladies and Gentlemen:
We refer to (i) the Senior Note Purchase Agreement, dated as of January
19, 1996, as heretofore amended (and as so amended, the "Initial Chatterjee
Agreement"), among Global TeleSystems Group, Inc. (the "Company") and The Open
Society Institute ("OSI") and Chatterjee Fund Management, L.P., as purchasers,
(the "Initial Chatterjee Purchasers"), and (ii) the Senior Note Purchase
Agreement, dated as of June 6, 1996, as heretofore amended (as so amended, the
"Additional Chatterjee Agreement"; the Initial Chatterjee Agreement and the
Additional Chatterjee Agreement being, collectively, the "Chatterjee
Agreements"), among the Company, and OSI, Winston Partners II LDC and Winston
Partners II LLC, as purchasers (the "Additional Chatterjee Purchasers"; the
Initial Chatterjee Purchasers and the Additional Chatterjee Purchasers being,
collectively, the "Chatterjee Purchasers"). Terms defined or referenced in the
Additional Chatterjee Agreement and not otherwise defined or referenced herein
are used herein as therein defined or referenced.
The Company and the Chatterjee Purchasers hereby agree as follows:
1. The definition of "Equity Offering" contained in Section 1.1
of each Chatterjee Agreement is amended by substituting for the period at the
end thereof the following:
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;and provided further that the private placement of up to $50
million of Common Stock at a price not less than $23.50 per share
(expected, as of the date hereof, to commence during July of 1997) and
Indebtedness referred to in section 9.3(g), individually and in the
aggregate, shall not, with respect to proceeds thereof received from
July 1, 1997 to October 31, 1997, constitute an Equity Offering.
2. Section 9.3 of each Chatterjee Agreement is amended by striking
the word "and" immediately preceding subsection 9.3(f) and by adding the
following text immediately following subsection 9.3(f):
and (g) Indebtedness issued on or before September 30, 1997
represented by up to $115 million of bonds convertible into Common Stock
on substantially the terms set forth in Schedule 9.3.
3. Schedule 9.3 is hereby added to each Chatterjee Agreement in
the form and containing the text set forth in the "Description of Bonds," as
provided in Appendix A hereto.
4. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
5. This letter agreement becomes effective as of the date first
above written, on the date on which the Company and each Chatterjee Purchaser
shall have executed and delivered a counterpart hereof. Upon the effectiveness
of this letter agreement, each reference in any Initial Transaction Document or
Transaction Document to either Chatterjee Agreement or any term or provision
thereof shall mean such Chatterjee Agreement, 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.
6. 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.
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3
Please indicate your agreement to the foregoing by executing a
counterpart of this letter agreement in the appropriate space provided below.
Very truly yours,
THE OPEN SOCIETY INSTITUTE WINSTON PARTNERS II LDC
By: /s/ XXXX XXXXXXXXX By: /s/ P. C. CHATTERJEE
------------------------------ ------------------------
Name: Xxxx Xxxxxxxxx Name: P. C. Xxxxxxxxxx
Title: Attorney-in-fact Title: Attorney-in-fact
for Xxxxxx Xxxxx,
Trustee
CHATTERJEE FUND MANAGEMENT, X.X. XXXXXXX PARTNERS II LLC
By: Chatterjee Advisors L.L.C.
By: /s/ P. C. CHATTERJEE By: /s/ P. C. CHATTERJEE
------------------------------- --------------------------
Name: P. C. Chatterjee Name: P. C. Chatterjee
Title: Title:
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Corporate Treasurer
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4 APPENDIX A
[DESCRIPTION OF BONDS]
