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Exhibit 10.8(d)
September 10, 1996
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx xxxxx, 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000 XXX
Ladies and Gentlemen:
Reference is made to the following agreements, each as amended by the
letter agreement dated as of June 6, 1996 and July 23, 1996 (as amended,
collectively, the "Cap Re Agreements") among the purchasers referred to below
(collectively, the "Cap Re Purchasers") and Global TeleSystems Group, Inc. (the
"Company"): (i) the Senior Note Purchase Agreement, dated as of February 2,
1996, between the Company and Emerging Markets Growth Fund, Inc., as purchaser;
and (ii) the Senior Note Purchase Agreement, dated as of February 2, 1996,
between the Company and Capital International Emerging Markets Fund, as
purchaser.
The Company and the Cap Re Purchasers hereby agree as follows:
1. Each Cap Re Agreement is hereby amended as set forth below:
(a) Clause (i) of Section 8.1(b) of such Cap Re Agreement is amended
by substituting the phrase "each fiscal quarter of each year (but, in the case
of the fiscal year quarters ending March 31, 1996 and June 30, 1996, no later
than November 15, 1996)" for the phrase "each fiscal quarter of each year (but,
in the case of the fiscal quarter ending March 31, 1996, no later than
September 16, 1996)" contained therein.
2. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.
3. This letter agreement becomes effective as of the date first above
written, on the date on which the Company and each of the Cap Re Purchasers
shall have executed and delivered a counterpart hereof. Upon the effectiveness
of this letter agreement, each reference in any Transaction Document (as
defined in each Cap Re Agreement") to either Cap Re Agreements or any term or
provision thereof shall mean such Cap Re Agreements,
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Global TeleSystems Group, Inc.
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September 10, 1996
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.
4. 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,
EMERGING MARKETS GROWTH FUND, INC.
By: Capital International, Inc.
By /s/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CAPITAL INTERNATIONAL EMERGING
MARKETS FUND
By /s/ X. X. XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
By /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By:
--------------------------
Name:
Title:
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September 10, 1996
Global TeleSystems Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, 00xx Xxxxx
XxXxxx, Xxxxxxxx 00000 XXX
Ladies and Gentlemen:
Reference is made to the following agreements, each as amended by the
letter agreement dated as of July 23, 1996 (as amended, collectively, the
"Chatterjee Agreement") among the purchasers referred to below (collectively,
the "Chatterjee Purchasers") and Global TeleSystems Group, Inc. (the
"Company"): (i) the Senior Note Purchase Agreement, dated as of January 19,
1996, between the Company and The Open Society Institute ("OSI") and Chatterjee
Fund Management, L.P., as purchasers; and (ii) the Senior Note Purchase
Agreement, dated as of June 6, 1996, between the Company, OSI, Winston Partners
II LDC and Winston Partners II LLC, as purchasers.
The Company and the Chatterjee Purchasers hereby agree as follows:
1. Each Chatterjee Agreement is hereby amended as set forth below:
(a) Clause (i) of Section 8.1(b) of such Chatterjee
Agreement is amended by substituting the phrase "each fiscal quarter of each
year (but, in the case of the fiscal year quarters ending March 31, 1996 and
June 30, 1996, no later than November 15, 1996)" for the phrase "each fiscal
quarter of each year (but, in the case of the fiscal quarter ending March 31,
1996, no later than September 16, 1996)" contained therein.
2. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
3. This letter agreement becomes effective as of the date first
above written, on the date on which the Company and each of the Chatterjee
Purchasers shall have executed and delivered a counterpart hereof. Upon the
effectiveness of this letter agreement, each reference in any Transaction
Document (as defined in each Chatterjee Agreement) to either Chatterjee
Agreements or any term or provision thereof shall mean such Chatterjee
Agreements, 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.
4. 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
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Global TeleSystems Group, Inc.
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September 10, 1996
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,
THE OPEN SOCIETY INSTITUTE
By /s/ XXXX XXXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxx
Title: Xxxx Xxxxxxxxx, Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Attorney-in-fact
WINSTON PARTNERS II LLC
By /s/ [ILLEGIBLE]
--------------------------------
Name: Curacao Corporation Company N.V.
Title: Sole Director
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC
By /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Manager
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ [ILLEGIBLE]
------------------------------
Name: [ILLEGIBLE]
Title: Vice President, General
Counsel & Secretary
