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EXHIBIT 10.3
As of July 1, 1999
WorldPort Communications, Inc.
WorldPort International, Inc.
0000 Xxxxxxx Xxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 00000
Gentlemen:
Reference is made to (i) that certain Credit Agreement, dated as of
June 23, 1998 (as amended, modified, supplemented and as in effect, the "Credit
Agreement"), by and among WorldPort International, Inc., a Delaware corporation
(the "Company"), WorldPort Communications, Inc., a Delaware corporation (the
"Parent"), the lenders party thereto (the "Lenders") and Bankers Trust Company,
as administrative agent (in such capacity, the "Administrative Agent") and
collateral agent and (ii) that certain Extension Letter dated as of June 23,
1999 by and among the Company, the Parent, the Administrative Agent and the
Lenders (the "Extension Letter"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
In response to your request for an additional extension of the Maturity
Date of the Term Notes, the Administrative Agent and the Lenders have agreed to
an additional extension of the Maturity Date from July 1, 1999 to July 8, 1999
(the "Additional Extension Period"), subject to the terms and conditions hereof.
During the Additional Extension Period, the Company and the Parent, by their
signatures hereto, each hereby acknowledges and agrees to continue to negotiate
in good faith with the Administrative Agent to finalize the terms of an
amendment to the Credit Agreement (the "Consent and Amendment No. 8"), a draft
of which is attached to the Extension Letter as Exhibit A thereto. Please be
advised that such draft of Consent and Amendment No. 8 is provided to you for
discussion purposes only and the terms and provisions thereof are subject to the
approval by the Lenders. In no event shall such draft of Consent and Amendment
No. 8 be considered or construed to be a commitment by any of the Lenders to the
terms and provisions thereof.
The agreement of the Administrative Agent and the Lenders set forth
herein are conditioned upon the execution and delivery of this letter by each of
the Administrative Agent, the Lenders, each of the Lenders' participants, the
Company and the Parent.
This letter may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute but one and the same agreement.
This letter agreement shall be construed in accordance with and
governed by the laws of the State of New York.
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Kindly indicate your acknowledgment and agreement to the foregoing by
signing this letter in the space set forth below.
Very truly yours,
BANKERS TRUST COMPANY,
as Administrative Agent
By:
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Name:
Title:
BANKERS TRUST CORPORATION,
as Lender
By:
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Name:
Title:
DREYFUS PREMIER LIMITED TERM HIGH INCOME FUND
By:
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Name:
Title:
ACKNOWLEDGED AND AGREED TO:
WORLDPORT COMMUNICATIONS, INC.
By:
----------------------------
Name:
Title:
WORLDPORT INTERNATIONAL, INC.
By:
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Name:
Title:
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ACKNOWLEDGED AND AGREED TO:
CIBC XXXXXXXXXXX CORP.,
as Participant
By:
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Name:
Title:
4
ACKNOWLEDGED AND AGREED TO:
Continental Casualty Company,
as Participant
By:
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Name:
Title:
5
ACKNOWLEDGED AND AGREED TO:
Northstar High Total Return Fund,
as Participant
By:
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Name:
Title:
6
ACKNOWLEDGED AND AGREED TO:
Northstar High Total Return Fund II,
as Participant
By:
---------------------------------
Name:
Title:
7
ACKNOWLEDGED AND AGREED TO:
Swiss Bank Corporation, London Branch,
as Participant
By:
-----------------------------------
Name:
Title:
By:
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Name:
Title:
