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EXHIBIT 10.8(f)
December 30, 1996
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000
Global TeleSystems Group, Inc.
Ladies and Gentlemen:
We refer to (i) the Senior Note Purchase Agreement, dated as of
February 2, 1996, as heretofore amended, between Global TeleSystems Group, Inc.
(the "Company") and Emerging Markets Growth Fund, Inc., as purchaser, and (ii)
the Senior Note Purchase Agreement, dated as of February 2, 1996, as heretofore
amended, between the Company and Capital International Emerging Markets Fund,
as purchaser (each such Senior Note Purchase Agreement being a "Cap Re
Agreement"; and Emerging Markets Growth Fund, Inc. and Capital International
Emerging Markets Fund being, collectively, the "Cap Re Purchasers"). Terms
defined or referenced in either of the Cap Re Agreements and not otherwise
defined or referenced herein are used herein as therein defined or referenced.
The Company and the Cap Re Purchasers hereby agree as follows:
1. (a) Section 9.11(e) of each Cap Re 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 after December 31,
1996 and on or before December 31, 1997 and are reflected in the 1997
Forecast contained in Schedule 9.11 (under the heading "1997 Projected
Additional Intercompany Indebtedness") 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
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Global TeleSystems Group, Inc. December 30, 1996
the Company's Subsidiaries in the ordinary course of business of such
Subsidiaries;
(b) Schedule 9.11 is amended by adding at the end thereof
the 1997 Forecast contained in Exhibit A hereto.
2. The Cap Re Purchasers waive any and all Events of Default (as
defined in the Transaction Documents referred to in the Cap Re Agreement to
which they are respective parties) and any and all events ("Potential
Defaults") that, with the giving of notice or 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 Cap Re Purchaser shall
have executed and delivered a counterpart hereof. Upon the effectiveness of
this letter agreement, each reference in any Transaction Document to either Cap
Re Agreement or any term or provision thereof shall mean such Cap Re Agreement,
such term or such provision, respectively, as amended hereby. Except as
otherwise provided herein, 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.
Please indicate your agreement to the foregoing by executing a
counterpart of this letter agreement in the appropriate space provided below.
Very truly yours,
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Global TeleSystems Group, Inc. December 30, 1996
EMERGING MARKETS GROWTH CAPITAL INTERNATIONAL EMERGING
FUND, INC. MARKETS FUND
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX XXXXXXX
--------------------------- ---------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx Xxxxxxx
Title: Vice President Title: Chairman
By: /s/ XXXXX XXXXXXX
---------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By:
---------------------------
Name:
Title:
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EXHIBIT A
Global TeleSystems Group, Inc.
1997 Forecast
1997 Projected Additional Intercompany Indebtedness (1)(2)(4)(6)
$ in 000's
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SFIT, Inc. $ 5
SFMT/EDN Sovintel(5) 7,514
Telecom Consulting & Advisory Svs 0
Hermes(3) 9,535
Monaco 1,553
Hungaro/Hungary/Eurohivo 2,933
Czech 1,320
Xxxxxx 0
Xxxxxxxx 9
TeleSystems Services 4,032
Cellular 2,010
Vostok Mobile 725
SFMT-CIS 9
Rusnet/TeleRoss/SFIT, Ltd. 9,136
Sovinet(5) (5,922)
Datacom/Sovam 2,646
Vox/TCM 46
Ukranian TeleSystems/Bancomsvyaz 8,981
China/V-Tech/Global Tongda 6,652
India/CDI 2,107
China Investments/ACIC/Tianmu 7,409
Transpacific/GIT/China Rep 4,525
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Total $ 65,234
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Notes: See attached notes.
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1997 Projected Additional
Intercompany Indebtedness
NOTES:
1. These amounts do not reflect the final adjustments associated with the
closing of Fiscal Year 1996.
2. Excludes GTS holding companies' equity investment in operating
companies.
3. Hermes includes promissory notes of $8.5M, which are expected to be
converted to equity before year-end 1997.
4. These amounts do not include payroll paid by GTS Group, Inc. This
entity is currently set up for payment of US expatriate payroll, but
does create an intercompany account in order to facilitate the payment.
5. Represents a reclass between entities.
6. 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".
