1
EXHIBIT 10.1(f)
July 29, 1997
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, 00xx Xxxxx
XxXxxx, XX 00000
Ladies and Gentlemen:
We refer to (i) the Senior Note Purchase Agreement dated as of January 19,
1996, as heretofore amended (as so amended, the "Initial Chatterjee
Agreement"), among Global TeleSystems Group, Inc. (the "Company") and The Open
Society Institute ("OSI") and Chatterjee Fund Management, L.P., as purchasers
(the "Initial Chatterjee Purchasers"); and (ii) the Senior Note Purchase
Agreement dated as of June 6, 1996, as heretofore amended (as so amended, the
"Additional Chatterjee Agreement"; the Initial Chatterjee Agreement and the
Additional Chatterjee Agreement being, collectively, the "Chatterjee
Agreements"), among the Company, and OSI, Winston Partners II LDC and Winston
Partners II LLC, as purchasers (the "Additional Chatterjee Purchasers"; the
Initial Chatterjee Purchasers and the Additional Chatterjee Purchasers being,
collectively, the "Chatterjee Purchasers"). Terms defined or referenced in the
Additional Chatterjee Agreement and not otherwise defined or referenced herein
are used herein as therein defined or referenced.
The Company and the Chatterjee Purchasers hereby agree as follows:
1. (a) Section 9.11(e) of each Chatterjee Agreement is amended (the
"Amendment") by substituting the following for the portion thereof immediately
preceding the proviso contained therein:
(e) additional Investments in the Company's Subsidiaries which (i)
either (A) are made on or before December 31, 1996 and are reflected in the
1996 Forecast contained in Schedule 9.11 (under the heading "Projected
Intercompany Balance YE 1996" and not under the heading "3/31/96 Balance"),
or (B) are made on an aggregate basis after December 31, 1996 and on or
before December 31, 1997 and are reflected in Schedule 9.11 (under the line
item "Total" of the schedule "Projected Additional Intercompany
Indebtedness as of December 31, 1997"), and (ii) consist of Indebtedness
the proceeds of which are or will be used, directly or indirectly, for
working capital, including Capital Expenditure, purposes of the Company's
Subsidiaries, in each case in the ordinary course of business of such
Subsidiaries;
(b) Schedule 9.11 is amended by adding at the end thereof the Schedule,
including accompanying notes, contained in Exhibit A hereto.
2
2. The Chatterjee Purchasers waive any and all Events of Default (as
defined in the Initial Transaction Documents and the Transaction Documents to
which they are respective parties) and any and all events ("Potential
Defaults") that, with the giving of notice of 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 Amendment and (ii) resulted from events, transactions, facts and
circumstances that, immediately after giving effect to the Amendment, 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 the date first above
written, on the date on which the Company and each Chatterjee 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 Chatterjee Agreement or any term or provision
thereof shall mean such Chatterjee Agreement, such term or such provision,
respectively, as amended hereby. Except as otherwise provided herein, the
Initial Transaction Documents and 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.
3
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 WINSTON PARTNERS II LDC
By: /s/ XXXX X. XXXXXXXXX By: /s/ XXXXX X. XXXXXXX
------------------------------ -------------------------------------
Name: Xxxxxx Xxxxx and Xxxxx Name: Xxxxx X. Xxxxxxx
Xxxxx Xxxxx Title: Attorney-in-Fact
Title: Trustees
By: Xxxx X. Xxxxxxxxx
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, X.X. XXXXXXX PARTNERS II LLC
By: /s/ [ILLEGIBLE] By: Chatterjee Advisors L.L.C.
------------------------------ Its Sole Manager
Its General Manager
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXX
------------------------------ -------------------------------------
Name: Name: Xxxxx X. Xxxxxxx
Title: Title: Manager
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Treasurer
4
Exhibit A
Global TeleSytems Group, Inc.
Projected Additional Intercompany Indebtedness as of December 31, 1997
$ in Thousands
Amount
------
EDN Sovintel (900)
Hermes(4) 62,000*
Monaco 300
Hungaro/Hungary/Eurohivo 4,200
Czech 500
TeleSystems Services 5,300
Cellular(3) 16,400**
Vostok Mobile 5,300
Rusnet/TeleRoss/SFIT, Ltd. 8,800
Datacom/Sovam 1,800
Ukranian TeleSystems Bancomsvyaz 8,400
China/V-Tech/Global Tongda 2,900
India/CDI 1,800
China Investments/ACIC/Tianmu 6,000
Transpacific/GIT/China Rep 9,500
GTS Group (UK) LTD 1,601
-------
Total 133,900
=======
* Represents advance payment of equity. Intercompany loans will be converted
to equity by September 30, 1997.
** Includes $15.0M paid to Lucent pending closure of $30M Chase loan.
See attached notes.
5
1997 Projected Additional
Intercompany Indebtedness
as of 12-31-97
Notes:
1. Includes actuals through end of June, 1997.
2. Excludes GTS holding companies' equity investment in operating companies.
3. Cellular includes $15.0M paid to Lucent pending closure of $30M Chase loan.
4. Hermes includes promissory notes which are expected to be converted to
equity by September 30, 1997.
5. The amounts indicated opposite each Subsidiary reflect either or both of
the following: a) direct or indirect (back-to-back) loans to such
Subsidiary, or its Subsidiaries, by the Company or other Subsidiaries and
b) direct or indirect (back-to-back) loans from such Subsidiary, or its
Subsidiaries, to any other Subsidiary. The aggregate additional amount of
these intercompany loans (determined, without duplication, after giving
effect to the loans described in the preceding sentence) does not exceed
the respective amounts indicated opposite "TOTAL".
