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EXHIBIT 10.8(c)
(Cap Re Amendment)
July 25, 1996
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000
Global TeleSystems Group, Inc.
Ladies and Gentlemen:
We refer to the following agreements, as amended by the letter
agreement, dated as of June 6, 1996, among the purchasers referred to below
(collectively, the "Cap Re Purchasers") and Global TeleSystems Group, Inc. (the
"Company") (as so amended and as they may be further amended, supplemented or
otherwise modified from time to time): (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 forth below (the
"Amendments"):
(a) The definition of "Equity Offering" contained in Section 1.1 of
such Cap Re Agreement is amended by substituting for the period at the end
thereof the phrase "; provided, however, that the private placement of the
Company's common stock (expected, as of the date hereof, to become effective
in July 1996) shall not, with respect to proceeds thereof received from
July 1 to October 30, 1996, constitute an Equity Offering."
(b)(i) Clause (i) of Section 8.1(a) of such Cap Re Agreement is
amended by substituting the phrase "each fiscal year of the Company (but,
in the case of fiscal year 1995, no later than August 23, 1996)" for the
phrase "each fiscal year of the Company" contained therein.
(ii) Clause (i) of Section 8.1(b) of such Cap Re Agreement is
amended by substituting the phrase "each fiscal quarter of each year (but,
in the case of the fiscal quarter ending March 31, 1996, no later than
September 16, 1996)" for the phrase "each fiscal quarter of each year"
contained therein.
(c) Section 9.9(d) of such Cap Re Agreement is amended (i) by
substituting the phrase "any fiscal quarter ending after June 30, 1997" for
the phrase "any quarter" contained in the first sentence thereof; and (ii)
by substituting "N/A" for each ratio in the chart therein
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Global TeleSystems Group, Inc. 2 July 25, 1996
corresponding to any of fiscal years 1995 and 1996 and the fiscal quarters
ending March 31 and June 30, 1997.
(d)(i) Section 9.11 of such Cap Re Agreement is amended (A) by
redesignating clause (e) thereof as clause "(g)"; and (B) by inserting,
immediately after clause (d) thereof, the following:
"; (e) additional Investments in the Company's Subsidiaries, made
on or before December 31, 1996, reflected on Schedule 9.11 (under the
heading "Projected Intercompany Balance YE 1996" and not under the
heading "3/31/96 Balance") and consisting of Indebtedness the proceeds
of which are or will be used, directly or indirectly, for working
capital purposes of the Company's Subsidiaries, in each case in the
ordinary course of the business of such Subsidiaries; provided,
however, that the Company shall cause each of its U.S. Subsidiaries,
and shall use commercially reasonable efforts to cause each of its
Non-U.S. Subsidiaries, to repay the Indebtedness incurred (in each case
without duplication) by it in accordance with this clause (e), but only
to the extent of net proceeds of the OPIC and EBRD financings (referred
to in Schedule A under "Pending Financings") as and when received by
such Subsidiary and available to such Subsidiary (under applicable laws
and regulations and pursuant to the terms of such financings) for
application to such repayment (or reduction); (f) additional
Investments by the Company in its Subsidiaries, the proceeds of which
are used for payroll to employees of the Company and its
Subsidiaries;".
(ii) Section 9.3 of such Cap Re Agreement is amended (A) by redesignating
clause (f) thereof as clause "(g)"; and (B) by inserting, immediately
following clause (e) thereof, the phrase: "(f) additional Indebtedness
constituting Investments permitted by clause (e) or (f) of Section 9.11;".
(iii) Such Cap Re Agreement is amended by adding at the end thereof (in
appropriate numerical order of its Schedules) a new Schedule 9.11 in the
form of Schedule 9.11 hereto.
2. The Cap Re Purchasers waive any and all Events of Default
(as defined in the Transaction Documents referred to in the Cap Re Agreements
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 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.
3. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
4. This letter agreement becomes effective as of February 2,
1996, 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 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
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Global TeleSystems Group, Inc. 3 July 25, 1996
otherwise provided herein, the Transaction Documents shall remain in full force
and effect and are hereby in all respects ratified and confirmed.
5. 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/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Authorized Representative
CAPITAL INTERNATIONAL EMERGING
MARKETS FUND
By /s/ XXXXX XXXXXXX
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
/s/ XXXXX XXXXXXX
---------------------------------
Xxxxx Xxxxxxx
Director
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
Title: Vice President - General Counsel
