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EXHIBIT 10.8(k)
August 14, 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. Schedule A to each Cap Re Agreement is amended by substituting
the words "$265 million" for the words "$250 million" both (i) in the caption
"Existing Financings--Hermes Europe Railtel--$250 million Senior Note
Financing--Gross Proceeds" and (ii) in the description under such caption.
2. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
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3. 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 Initial Transaction Document or
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
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.
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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: Capital International, Inc.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Senior Vice President
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Treasurer
