Exhibit 4.(a)5
Letter Agreement with ABN Amro Bank N.V.
dated February 22, 2005
ABN AMRO BANK N.V.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ECI Telecom Limited
Subject: GVT - Sale of Notes
Date: February 22, 2005
Reference is made to your offer dated February 18, 2005 regarding the sale of
the GVT notes described below.
We understand that ECI Telecom Limited ("ECI") holds certain notes in an
aggregate outstanding principal amount of $163,026,775 (the "ECI Vendor Debt")
under that certain Amended and Restated Secured Note Purchase Agreement (the
"ECI NPA"), dated as of November 11, 2004 by and among Global Village Telecom
Ltda. ("GVTL"), ECI Telecom Limited, as Initial Purchaser and as Administrative
Agent, and HSBC Bank USA, National Association, as Collateral Agent and as
Paying Agent, and holds certain warrants to purchase equity of GVT (Holding)
N.V. ("GVT") issued in connection with the initial issuance of ECI Vendor Debt
and the amendment and restatement of such ECI Vendor Debt pursuant to the Common
Terms Agreement referred to in the ECI NPA (together with the ECI Vendor Debt,
the "ECI Vendor Assets").
We hereby offer to purchase (our "Purchase Offer") all, but not some, of the ECI
Vendor Assets on and subject to the following terms and conditions:
We offer the following total consideration for the ECI Vendor Assets: (i) a cash
purchase price equal to fifty-nine percent (59.0%) of the aggregate principal
amount of the ECI Vendor Debt (or US$96,185,797.25) and (ii) a contingent
purchase price (the "Contingent Purchase Price") equal to two percent (2.0%) of
the aggregate principal amount of the ECI Vendor Debt (or US$3,260,535.50)
payable only upon the occurrence of the Offering Event (as defined below) and
subject to and payable on the third Business Day after the date upon which the
subject Offering Event is consummated. Notwithstanding the foregoing, the
payment by us of the Contingent Purchase Price shall be subject to certain of
the shareholders of GVT having caused an amount equal to the Contingent Purchase
Price to have been paid to us (we have reached agreement with such shareholders
with respect to the terms of such payment).
Our offer is conditioned upon the following: (A) our Purchase Offer must be
accepted by ECI on or prior to the close of business, New York time, on February
23, 2005; (B) the date upon which ECI accepts the Purchase Offer in accordance
with the terms hereof shall be deemed to be the "trade date" for the purchase
and sale thereunder; (C) between the date of our Purchase Offer and the trade
date, there shall not have occurred any Material Adverse Change; (D) certain of
the shareholders of the GVT shall have caused to have been paid to us on or
prior to March 18, 2005 an amount equal to four percent (4.0%) of the aggregate
principal amount of the ECI Vendor Debt (we understand that you have received
directly from such shareholders an undertaking to provide such funding); and (E)
ECI shall execute and deliver to us the LSTA Distressed Trade Confirmation
attached hereto.
Upon consummation of the purchase by us of the ECI Vendor Assets, we undertake
to assume and agree to be bound by all of the terms and conditions of the ECI
NPA and all other related documentation entered into, among others, between ECI
and GVT, including those provisions relating to securities laws matters.
If our Purchase Offer is accepted we will undertake to immediately enter into
negotiations with ECI on a sales agreement and to close within the 45 days
referred to in the trade confirmation.
For purposes of the foregoing:
"Business Day" means any day that is not a Saturday, Sunday or other day on
which banks in New York, New York are authorized or obligated to close.
"Material Adverse Change" means any of the following: (i) a suspension or
material limitation in trading in securities generally on the New York Stock
Exchange; (ii) a general moratorium on commercial banking activities in New York
by the relevant authority; (iii) the outbreak or escalation of hostilities
involving the United States of America or Brazil, the declaration by the United
States of America or by Brazil of a national emergency or war, if the effect of
any such event specified in this clause (iii) in the reasonable judgment of ABN
makes it impracticable to proceed with the purchase and sale of the ECI Vendor
Assets in the manner contemplated herein or (iv) the occurrence of any material
adverse change in the existing financial, political or economic conditions in
the United States of America or Brazil which, in the reasonable judgment of ABN,
would materially and adversely affect the United States or Brazilian financial
markets or the United States market for debt securities or loan trading market.
"Offering Event" means a sale or issuance of debt by GVT or a subsidiary of GVT
(other than shareholder loans or bank financing), or a sale or issuance of
equity by GVT or a subsidiary of GVT (other than to existing shareholders of
GVT), in either case occurring on or before the third anniversary of the
settlement date of our Purchase Offer and that in either case generates net cash
proceeds to GVT or such subsidiary of at least US$75,000,000.00.
(signature on following page)
Very truly yours
ABN AMRO BANK N.V.
By: /s/ I. Lakervelo
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Name: Ius Lakervelo
Title: Executive Director
By: /s/ X. Xxx Xxxxxxxxx
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Name: Xxxx Xxx Xxxxxxxxx
Title: Director
Accepted
ECI Telecom Ltd.
00 Xxxxxxx Xxxxxx
P.o Box 3033
Xxxxx Xxxxx 00000, Xxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx
Senor V.P. Finance
