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EXHIBIT 10.1(b)
June 6, 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 (a) the Senior Note Purchase Agreement, dated as of
January 19, 1996 (the "Initial Chatterjee Agreement"), between Global
TeleSystems Group, Inc. (the "Company") and The Open Society Institute ("OSI")
and Chatterjee Fund Management, L.P., as purchasers (the "Initial Chatterjee
Purchasers"); and (b) the following agreements (collectively, the "Cap
Re Agreements"): (i) the Senior Note Purchase Agreement, dated as of February 2,
1996, between the Company and Emerging Markets Growth Fund, Inc. and (ii) the
Senior Note Purchase Agreement, dated as of February 2, 1996, between the
Company and Capital International Emerging Markets Fund. Terms defined or
referenced in the Initial Chatterjee Agreement and not otherwise defined or
referenced herein are used herein as therein defined or referenced.
The Company and the Initial Chatterjee Purchasers hereby agree as
follows:
1. The Company agrees that it will not, without the prior written
consent of the Initial Chatterjee Purchasers, amend, or consent to the
amendment of,
(a) Section 8.10 or 8.11 of either of the Cap Re
Agreements, to the extent that such amendment would contravene Sections
8.10 and 8.11 of the Initial Chatterjee Agreement (as amended pursuant
to paragraph 1 above) or of the Additional Chatterjee Agreement; or
(b) (i) Section 2(b) or Section 3 of any senior promissory
note issued pursuant to either of the Cap Re Agreements or (ii) the
definition of "Interest Payment Date" or "Maturity Date" contained in
any such senior promissory note.
2. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
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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,
THE OPEN SOCIETY INSTITUTE
By /s/ [ILLEGIBLE]
---------------------------
Name:
Title: Trustee
CHATTERJEE FUND MANAGEMENT, L.P.
By /s/ [ILLEGIBLE]
-----------------------------
Its General Partner
By /s/ [ILLEGIBLE]
-----------------------------
Name: [Illegible]
Title: Attorney-in-fact
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By /s/ X. X. Xxxxxxxxx
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Name: X. X. Xxxxxxxxx
Title: Vice President - General Counsel
