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EXHIBIT 10.8(i)
July 11, 1997
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 Funds,
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. Subsection (g) of Section 9.3 of each Cap Re Agreement is amended
by substituting the words "$156 million" for the words "$115 million."
2. Schedule A of each Cap Re Agreement, under the caption "Existing
Financings," is amended by adding the text set forth in Appendix A hereto.
3. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
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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 Initial Transaction Document or
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 respect 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.
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Please indicate your agreement in the foregoing by executing a counterpart
of this letter agreement in the appropriate space provided below.
Very truly yours,
EMERGING MARKETS GROWTH CAPITAL INTERNATIONAL
FUND, INC. EMERGING MARKETS FUND
By: /s/ XXXXXXX X XXXXXX By: /s/ X. X. XXXXXXX
---------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxx Name: X. X. Xxxxxxx
Title: Senior Vice President Title: Director
and Secretary
By: /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Accepted and Agreed:
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Treasurer
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APPENDIX A
HERMES EUROPE RAILTEL
$175 MILLION SENIOR NOTE FINANCING
ISSUER: Hermes Europe Railtel, B.V.
ISSUE: Senior Notes
GROSS PROCEEDS: $175 million
MATURITY: 10 years
INTEREST RATE: 12.0% - 13.0%
PRE-FUNDED INTEREST: 2 years
OPTIONAL REDEMPTION: 5-year non-call
RANKING: Senior (Subordinated to all secured/unsecured
liabilities of subsidiaries)
USE OF PROCEEDS: To fund the build-out of the Hermes network through
Phase I
MARKETING: 144A
GROSS SPREAD: 3.5%
UNDERWRITERS: DLJ (lead), UBS, Xxxxxx
EQUITY CLAWBACK: Prior to the first 3 years, 33 1/3% of each of the Senior
Notes may be redeemed with (i) the proceeds of a public
equity offering of $75 million or more or (ii) the
proceeds from the sale of the Company's common stock to
one or more Strategic Equity Investors for the aggregate
purchase price of $75 million or more.
CHANGE OF CONTROL: Company must offer to redeem the Senior Notes at 101%
of principal amount thereof, plus accrued and unpaid
interest.
COVENANTS: Standard convenants for a High Yield offering, including
o Limitation on Incurrence of Indebtedness;
o Limitation on Restricted Payments;
o Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries;
o Limitation on the Issuance and Sale of Capital Stock
of Restricted Subsidiaries;
o Limitation on Issuance of Guarantees by Restricted
Subsidiaries;
o Limitation on Asset Sales;
o Limitation on Liens;
o Limitation on Consolidation or Merger;
o Limitation on Transaction with Affiliates;
