SA TELECOMMUNICATIONS, INC.
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AMENDMENT TO LETTER OF INTENT
Dated as of January 7, 1998
EqualNet Holding Corp.
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Attention: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
▇▇▇▇▇▇ Group LLC
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Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Gentlemen:
Let this letter amendment serve as an agreement of understanding among
the signatories hereto to that certain Letter of Intent, dated December 24,
1997, among the parties hereto (the "Letter of Intent") with respect to certain
required modifications thereto. Unless otherwise defined herein, all capitalized
terms shall have the meaning ascribed to them in the Letter of Intent.
Specifically, the parties hereto agree that the Letter of Intent shall
be amended and modified as follows:
(1) Section 1(e) of the Letter of Intent shall be deleted in its entirely
and replaced by the following:
(e)(i) If, following execution of the Asset Purchase Agreement by all
parties, any third party or parties (other than EqualNet or its
affiliates), acquires -- for consideration other than the cancellation
of indebtedness or the extension of trade credit terms by vendors --
50% or more of, or 50% or more of an interest in, the Assets or equity
in the reorganized Debtors (the "Other Acquisition"), whether such
Other Acquisition is accomplished by means of an asset sale, stock
sale, merger, consolidation, reorganization or other business
combination, and regardless of whether such Other Acquisition is
accomplished pursuant to a chapter 11 plan of reorganization or a sale
pursuant to section 363(b) of the Bankruptcy Code, then upon the
closing of such Other Acquisition (or upon the effective date of a
chapter 11 plan accomplishing the same), SA Telecom shall (i)
reimburse EqualNet for up to $100,000 of EqualNet's expenses
(including attorneys' fees) incurred by it in connection with its
proposed acquisition (the "Sale Expense Reimbursement"), and (ii) pay
EqualNet a break-up fee of $300,000 (the "Break-Up Fee").
(e) (ii) If by February 13, 1998, a sale hearing pursuant to section
363(b) of the Bankruptcy Code has not been held and concluded by the
Bankruptcy Court, then SA Telecom shall reimburse EqualNet for up to
$100,000 of the expenses (including attorneys' fees) incurred by it in
connection with its proposed acquisition (the "Restructuring Expense
Reimbursement," and collectively with the Sale Expense Reimbursement,
the "Expense Reimbursements"). EqualNet's right to receive the
Restructuring Expense Reimbursement shall vest upon entry of an order
of the Bankruptcy Court approving the same, and SA Telecom shall be
required to pay EqualNet this Restructuring Expense Reimbursement on
March 31, 1998.
(2) The last sentence of paragraph 2 of the Letter of Intent is amended to
provide that SA Telecom hereby agrees that it will not accept any offer to
purchase the Assets unless the fair market value of the total consideration
to be paid therefor exceeds the fair market value of the total
consideration (including assumption of liabilities) to be paid by EqualNet
under this proposal by at least $500,000.
(3) Paragraph 3 of the Letter of Intent is deleted in its entirety. The
▇▇▇▇▇▇ Group shall hereafter have no obligation under the Letter of Intent
to provide SA Telecom with any debtor-in- possession financing. Any
references found in the remainder of the Letter of Intent with respect to
The ▇▇▇▇▇▇ Group's obligations to provide debtor- in-possession financing
shall be ignored.
(4) Paragraph 4(a)(i) of the Letter of Intent is amended to read as
follows: "(i) the negotiation and execution by EqualNet and SA Telecom of a
mutually acceptable Purchase Agreement, which Purchase Agreement shall be
executed and delivered on or before January 12, 1998."
(5) Paragraph 4(b)(iv) of the Letter of Intent is amended to provide that
"SA Telecom shall not have received an offer for the Assets at the auction
referred to in Section 2 above, the fair market value of the total
consideration for which exceeds the fair market value of the total
consideration (including assumption of liabilities) to be paid by EqualNet
by at least $500,000."
In all other respects, the signatories hereto agree that the Letter of
Intent shall remain in full force and effect according to its terms and
conditions.
Very truly yours,
SA TELECOMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: CEO
Confirmed and Agreed to:
EQUALNET HOLDING CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO
Date: January 8, 1998
▇▇▇▇▇▇ GROUP LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
Date: January 8, 1998
GREYROCK BUSINESS CREDIT, a
Division of Nationscredit
Commercial Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: President
Date: January 8, 1998
