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EXHIBIT 10.8(l)
[GTS LETTERHEAD]
September 29, 1997
By fax: x000 000 0000
Xx. Xxxxxxxxxx Xxxxxx,
Vice President
Capital Group Companies, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Copy to: x00 00 000 0000
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"): (i)
the Senior Note Purchase Agreement, dated as of February 2, 1996, 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, between the Company and Capital International Emerging
Markets Fund, as purchaser (collectively, the "Purchasers"); and (b) the
transactions, contracts and actions listed below and on the attached Schedule
A, collectively, the "Transactions."
GTS and its subsidiaries propose to enter into the Transactions, for which your
consent may be required under the terms of the Cap Re Agreements. The
Transactions are described more fully on Schedule A.
GTS believes that the Transactions are in the best interest of the Company, and
we hereby solicit your consent, under (and for all purposes of) the Cap Re
Agreements, to the Transactions therein.
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Please evidence your consent by signing and returning to me a copy of the
enclosed letter.
Sincerely,
Xxxxx Xxxxxxx
Treasurer
Accepted and acknowledged this __ day of September, 1997:
EMERGING MARKETS GROWTH FUND
----------------------------
By:
Its:
Accepted and acknowledged this __ day of September, 1997:
CAPITAL INTERNATIONAL EMERGING MARKETS FUND
----------------------------
By:
Its:
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SCHEDULE A
Global TeleSystems Group, Inc. (the "Company") is in the process of
purchasing the remaining minority interest in Vostok Mobile B.V. ("VM") that
the Company does not currently own. VM is the western partner in eleven Russian
cellular companies.
De Nationale Investeringsbank ("NIB"), a Dutch bank, made loans in
December 1995 of one million guilders to each of five of such Russian cellular
companies (the "Borrowers"). (The Borrowers have commenced scheduled repayment
of the loans and a total of 4 million guilders (or, approximately U.S.$2
million under current exchange rates) in loans remains outstanding.) The Dutch
government and VM guaranteed these loans. The loans contain a covenant that the
ownership of VM would not change. Following the purchase of the minority
interest, there will no longer be any Dutch beneficial ownership of VM and it
is likely that the Dutch government will terminate its guarantee thereby
triggering an event of default under the loans. Because the loans, and the
related Russian Central Bank licenses, do not provide for optional prepayment,
it is in the interest of the Company and the Borrowers that the loans remain
outstanding until June 30, 2001, which is their scheduled final maturity.
In order to keep the loans outstanding, the NIB has requested that the
Company provide security in the amount of a cash deposit of the remaining
principal amount, plus the next scheduled interest payment, and a Company
guarantee of the amounts that may be due under the loans, which are not covered
by such deposit. The Company's Board of Directors has approved the purchase of
the remaining minority interest in Vostok Mobile and the mechanism to keep the
loans in place. The Company guarantee and the deposit would result in
additional indebtedness and a lien which would be prohibited by the Senior Note
Purchase Agreements. The Company respectfully requests your waiver of the
provisions of the Senior Note Purchase Agreements which would otherwise
prohibit these actions.
