EXHIBIT 10.18F
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement is made as of December 30, 1997
between International Wireless Communications Holdings, Inc., a Delaware
corporation (the "BORROWER"), and Toronto Dominion Investments, Inc. ("TDI").
The Borrower, TDI and certain other Lenders named therein are parties
to a Loan Agreement dated as of August 18, 1997 (the "LOAN AGREEMENT"). Each
capitalized term which is used and not otherwise defined in this First Amendment
has the meaning which the Loan Agreement assigns to that term.
The Borrower has informed the Lenders that it anticipates being out of
compliance with the covenant set forth in Section 5.01(j) of the Loan Agreement
and has requested that the Lenders amend that covenant as set forth in this
First Amendment. TDI (which, by itself, constitutes Requisite Lenders) has
agreed to make such amendment.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 5.01(j) of the Loan Agreement is hereby amended by
deleting the number "$2,000,000" and replacing such number with the number
"$1,500,000".
2. Except as amended by Section 1 above, the Loan Agreement remains
in full force and effect. The Borrower represents and warrants that, after
giving effect to the amendment set forth in Section 1 above (if necessary), no
Default or Potential Event of Default is in existence as at the date hereof.
* * * *
The Borrower and TDI have caused this First Amendment to be executed and
delivered as of the date first set forth above.
INTERNATIONAL WIRELESS COMMUNICATIONS
HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: EXECUTIVE VICE PRESIDENT AND
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CHIEF FINANCIAL OFFICER
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: VICE PRESIDENT
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