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[GTS LETTERHEAD]
EXHIBIT 10.1(d)
September 16, 1996
By fax: + 000 0000000
Mr. X. Xxxxx Xxxx
The Chatterjee Group
Suite 0000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxx:
Reference is made to (a) the following agreements, each as heretofore amended,
supplemented or otherwise modified (collectively, the "Chatterjee Agreements")
among the purchasers referred to below (collectively the "Chatterjee
Purchasers") and Global TeleSystems Group, Inc. (the "Company" or "GTS"): (i)
the Senior Note Purchase Agreement, dated as of January 19, 1996, between the
Company, The Open Society Institute ("OSI") and Chatterjee Fund Management,
L.P. as purchasers; and (ii) the Senior Note Purchase Agreement, dated as of
June 6, 1996, between the Company and OSI, Winston Partners II LDC and Winston
Partners II LLC, as purchasers; 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 Chatterjee Purchasers' 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.
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Mr. X. Xxxxx Xxxx
The Chatterjee Group
September 16, 1996
Page 2
Please evidence your consent by signing and returning to me a copy of the
enclosed amendment letter.
Sincerely,
/s/ [ILLEGIBLE]
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 July 23, 1996 (as amended, collectively, the
"Chatterjee Agreements") among the purchasers referred to below (collectively,
the "Chatterjee Purchasers") and Global TeleSystems Group, Inc. (the
"Company"): (i) the Senior Note Purchase Agreement, dated as of January 19,
1996, between the Company and The Open Society Institute ("OSI") and Xxxxxxxxxx
Fund Management, L.P., as purchasers; and (ii) the Senior Note Purchase
Agreement, dated as of June 6, 1996, between the Company, OSI, Winston Partners
II LDC and Winston Partners II LLC, as purchasers.
The Company and the Chatterjee Purchasers hereby agree as follows:
1. Each Chatterjee Agreement is hereby amended as set forth below:
(a) Schedule 9.11 of the amendments dated July 23, 1996 to
the Chatterjee 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
"($43,744)" 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 Chatterjee 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 Chatterjee Agreement) to either Chatterjee Agreements or any
term or provision thereof shall mean such Chatterjee 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,
THE OPEN SOCIETY INSTITUTE
By /s/ XXXX XXXXXXXXX
----------------------------
Name: Xxxxxx Xxxxx
Title: Xxxx Xxxxxxxxx,
Attorney-in-fact
CHATTERJEE FUND MANAGEMENT, L.P.
By /s/ [ILLEGIBLE]
-----------------------------
Name: [ILLEGIBLE]
Title: Attorney-in-fact
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Global TeleSystems Group, Inc.
Page Three
September 16, 1996
WINSTON PARTNERS II LDC
By __________________________________
Name:
Title:
WINSTON PARTNERS II LLC, by Chatterjee
Advisors LLC, its manager
By /s/ [ILLEGIBLE]
__________________________________
Name: [ILLEGIBLE]
Title: Manager
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ [ILLEGIBLE]
------------------------------
Name: X. X. Xxxxxxxxx
Title: Vice President-General
Counsel & Secretary
