1
EXHIBIT 10.1(g)
[GTS LETTERHEAD]
September 29, 1997
By Fax: x000 000 0000
Mr. W. Xxxxx Xxxx,
The Chatterjee Group
Suite 3000
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"); (i) the Senior Note Purchase Agreement, dated as of January 19,
1996, between Global TeleSystems Group, Inc. (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 (collectively, the "Purchasers"); and (b) the transactions,
contracts and actions listed below and on the attached Schedule A,
collectively, the "Transactions."
The Company, or one or more affiliates of the Company, propose to enter
into the Transactions, for which your consent is required under the terms of
the Chatterjee 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 the Purchasers' consent, under (and for all
purposes of) the Chatterjee Agreements, to the Transactions.
2
Please evidence your consent by signing and returning to me a copy of
this letter. Thank you for your cooperation and support.
Sincerely,
/s/ XXXXX XXXXXXX
Xxxxx Xxxxxxx
Treasurer
Accepted and acknowledged this 3rd day of October, 1997:
THE OPEN SOCIETY INSTITUTE
/s/ XXXX XXXXXXXXX
----------------------------
By: Xxxx Xxxxxxxxx
Its: Attorney-in-fact for Xxxxxx & Xxxxx Xxxxx
Accepted and acknowledged this 3rd day of October, 1997:
CHATTERJEE FUND MANAGEMENT, L.P.
/s/ XXXXX XXXXXXX
----------------------------
By: Xxxxx Xxxxxxx
Its: Attorney-in-fact
Accepted and acknowledged this 3rd day of October, 1997:
WINSTON PARTNERS II LDC
/s/ XXXXX XXXXXXX
----------------------------
By: Xxxxx Xxxxxxx
Its: Attorney-in-fact
Accepted and acknowledged this 3rd day of October, 1997:
WINSTON PARTNERS II LLC
By Chatterjee Advisors LLC
/s/ XXXXX XXXXXXX
----------------------------
By: Xxxxx Xxxxxxx
Its: Manager
3
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.
