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EXHIBIT 10.1(a)
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 Senior Note Purchase Agreement, dated as
of June 6, 1996 (the "Additional Chatterjee Agreement"), between the Company
and OSI, Winston Partners II LDC and Winston Partners II LLC., as purchasers
(the "Additional Chatterjee Purchasers"). 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. (a) Articles 5, 8 and 9 of the Initial Chatterjee Agreement
(including, without limitation, the defined terms used, and the Schedules
referred to and incorporated, therein, but excluding, in any event, Sections
5.3, 5.7, 5.10, 5.15, 8.8, 8.11, 8.14 and 9.9 thereof, and further excluding the
definitions of "Transaction Documents," "Warrant Agreement" and "Event of
Default") are amended and restated, on and as of January 19, 1996, to read in
full mutatis mutandis as Articles 5, 8 and 9, respectively, of the Additional
Chatterjee Agreement (including, without limitation, the corresponding defined
terms used, and Schedules referred to and incorporated, therein, but excluding,
in any event, Sections 5.3, 5.7, 5.10, 5.15, 8.8, 8.11, 8.14 and 9.9 thereof
and further excluding the definitions of "Transaction Documents", Warrant
Agreement" and "Event of Default"), except that, for purposes of such
amendment, (i) unless clause (ii) below or the context
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Global TeleSystems Group, Inc. 2 June 6, 1996
otherwise requires, references to (A) the Initial Chatterjee Agreement, (B) the
Notes (as defined in the Initial Chatterjee Agreement) and (C) the Initial
Chatterjee Purchasers (or, in each case, words of similar import) shall be
substituted, respectively, for all references, in the foregoing provisions of
the Additional Chatterjee Agreement, to (A) the Additional Chatterjee
Agreement, (B) the Initial Notes, the Additional Notes or the Notes (including
the OSI Note, the WPLDC Note and the WPLLC Note) (as such terms are defined in
the Additional Chatterjee Agreement) and (C) the Additional Chatterjee
Purchasers (or, in each case, words of similar import); and (ii) all provisions
in the Initial Chatterjee Agreement permitting the execution, delivery and
performance of, or the consummation of transactions contemplated or permitted
by, one or more of either (x) the Transaction Documents (as defined in the
Initial Chatterjee Agreement) or (y) the Transaction Documents (as defined in
the Additional Chatterjee Agreement) shall be modified to permit the execution,
delivery, and performance of, and the consummation of transactions contemplated
or permitted by, all Transaction Documents referred to in clauses (x) and (y)
above.
(b) Article 10 of the Initial Chatterjee Agreement is amended by
substituting the second sentence of Section 10.2(b) of the Additional
Chatterjee Agreement (including, without limitation, the defined terms used
therein) for the second sentence of Section 10.3(b) of the Initial Chatterjee
Agreement (including, without limitation, the defined terms used therein).
(c) The Initial Chatterjee Agreement as amended hereby shall remain in
full force and effect.
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]
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Its General Partner
By /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
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
