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EXHIBIT 10.2
As of June 23, 1999
WorldPort Communications, Inc.
WorldPort International, Inc.
0000 Xxxxxxx Xxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 00000
Gentlemen:
Reference is made to that certain Credit Agreement, dated as of June
23, 1998 (as amended, modified, supplemented and as in effect, the "Credit
Agreement"), by and among WorldPort International, Inc., a Delaware corporation
(the "Company"), WorldPort Communications, Inc., a Delaware corporation (the
"Parent"), the lenders party thereto (the "Lenders") and Bankers Trust Company,
as administrative agent (in such capacity, the "Administrative Agent") and
collateral agent. Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.
In response to your request for an extension of the Maturity Date of
the Term Notes, the Administrative Agent and the Lenders have agreed to an
extension of the Maturity Date from June 23, 1999 to July 1, 1999 (the
"Extension Period"), subject to the terms and conditions hereof. During the
Extension Period, the Company and the Parent, by their signatures hereto, each
hereby acknowledges and agrees to continue to negotiate in good faith with the
Administrative Agent to finalize the terms of an amendment to the Credit
Agreement (the "Consent and Amendment No. 8"), an initial draft of which is
attached hereto as Exhibit A. Please be advised that the attached draft of
Consent and Amendment No. 8 is provided to you for discussion purposes only and
the terms and provisions thereof are subject to the approval by the Lenders. In
no event shall the enclosed draft of Consent and Amendment No. 8 be considered
or construed to be a commitment by any of the Lenders to the terms and
provisions thereof.
The agreement of the Administrative Agent and the Lenders set forth
herein are conditioned upon (i) a written agreement from Heico in favor of the
Administrative Agent and the Lenders pursuant to which Heico acknowledges that
it has reviewed the attached draft of Consent and Amendment No. 8 and will
recommend to the Parent (in Heico's capacity as shareholder of the Parent) that
the Parent and Company agree to the terms thereof and (ii) the execution and
delivery of this letter by each of the Administrative Agent, the Lenders, each
of the Lenders' participants, the Company and the Parent.
This letter may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute but one and the same agreement.
This letter agreement shall be construed in accordance with and
governed by the laws of the State of New York.
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Kindly indicate your acknowledgment and agreement to the foregoing by
signing this letter in the space set forth below.
Very truly yours,
BANKERS TRUST COMPANY,
as Administrative Agent
By:
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Name:
Title:
BANKERS TRUST CORPORATION,
as Lender
By:
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Name:
Title:
DREYFUS PREMIER LIMITED TERM HIGH INCOME FUND
By:
----------------------------------------
Name:
Title:
ACKNOWLEDGED AND AGREED TO:
WORLDPORT COMMUNICATIONS, INC.
By:
---------------------------
Name:
Title:
WORLDPORT INTERNATIONAL, INC.
By:
--------------------------
Name:
Title:
3
ACKNOWLEDGED AND AGREED TO:
CIBC XXXXXXXXXXX CORP.,
as Participant
By:
--------------------------
Name:
Title:
4
ACKNOWLEDGED AND AGREED TO:
CONTINENTAL CASUALTY COMPANY,
as Participant
By:
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Name:
Title:
5
ACKNOWLEDGED AND AGREED TO:
NORTHSTAR HIGH TOTAL RETURN FUND,
as Participant
By:
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Name:
Title:
6
ACKNOWLEDGED AND AGREED TO:
NORTHSTAR HIGH TOTAL RETURN FUND II,
as Participant
By:
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Name:
Title:
7
ACKNOWLEDGED AND AGREED TO:
SWISS BANK CORPORATION, London Branch,
as Participant
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
