1
INFINITY INVESTORS LIMITED
XXXXXXX WATERFONT PLAZA
P.O. BOX 556-MAIN STREET
CHARLESTON, NEVIS, WEST INDIES
April 30, 1999
Orix Global Communications, Inc.
000 Xxxx Xxxxxxxx Xxxx
Xxxx. X, Xxxxx 000
Xxx Xxxxx, XX 00000
Re: ADDITIONAL $100,000 LOAN
Gentlemen:
Reference is made to that certain Securities Purchase Agreement (the
"Purchase Agreement") by and between Orix Global Communications, Inc., a Nevada
corporation (the "Company"), and Infinity Investors Limited, a Nevis West Indies
corporation (the "Lender"), dated as of June 11, 1998. Reference is also made to
that certain Amended and Restated Debenture dated as of April 15, 1999 pursuant
to which, among other items, the Lender issued a $7,050,000 Debenture to Lender
(the "Debenture") under the terms of the Purchase Agreement. (The Company
acknowledges that it has also issued to the Lender a (i) $390,000 Debenture
dated February 9, 1999, as amended April 15, 1999 and (ii) $500,000 Debenture
dated April 29, 1999).
Pursuant to the terms of this Letter Agreement (the "Letter
Agreement"), the Company and the Lender now desire to provide for the issuance
of an additional Debenture of $100,000 from the Company to the Lender on the
terms specified herein (the "New Debenture"). Capitalized terms used herein and
otherwise defined shall have the meanings described thereto in the Purchase
Agreement.
Therefore, the Company and Lender agree as follows:
1. ISSUANCE OF DEBENTURE. On the date hereof, the Company shall issue
to the Lender the New Debenture in the form of Exhibit A attached hereto,
against delivery by the Lender to the Company of $100,000 (the "Loan Proceeds").
The Loan Proceeds shall be used exclusively by the Company for working capital
purposes. The Company hereby acknowledges and agrees that the New Debenture
shall be treated as issued pursuant to the terms of the Purchase Agreement and
each Related Agreement, including, without limitation, the Security Agreement.
It is expressly agreed by the Company that the Lender shall be provided the same
rights, preferences, privileges, causes of action, security, demands and any and
other benefits under the Purchase Agreement and each Related Agreement with
respect to the New Debenture as exists with respect to the Debenture (provided,
the New Debenture shall not be convertible into Common Stock of the Company).
2
Orix Global Communications, Inc.
April 30, 1999
Page 2
2. PARTICIPATION RIGHT. Consistent with the terms of the Purchase
Agreement and the Related Agreements, the Company acknowledges that the Lender
may participate or assign all or a portion of the New Debenture to one or more
Persons, each of which shall take the assigned or participated interest with the
same rights, preferences, privileges, causes of action, security and demands and
other benefits as exist with respect to the Lender. Consistent with this right,
the Lender previously entered into a Participation Agreement with Infinity
Emerging Opportunities Limited, which assigned its rights thereunder to IEO
Holdings Limited ("IEO Holdings"), pursuant to which the Lender participated an
interest in a portion of the amount owed under the Debenture. The Company hereby
acknowledges that the Lender intends to participate a 50% interest in the New
Debenture to IEO Holdings, and hereby consents to such participation.
3. GENERAL. The Company hereby agrees that, at any time, and from time
to time, upon request, it shall execute and deliver such further documents and
do such further acts and things as the Lender may reasonably request in order to
fully effect the purposes of this Letter Agreement. This Letter Agreement may be
executed by facsimile signature and in one or more counterparts and it is not
necessary that signatures of all parties appear on the same counterpart, but
such counterparts together shall constitute but one and the same agreement. This
Letter Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors.
[Signature page follows]
3
Orix Global Communications, Inc.
April 30, 1999
Page 3
To set forth your agreement with the foregoing, please countersign this
Letter Agreement in the space provided below.
Very truly yours,
INFINITY INVESTORS LIMITED
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
ORIX GLOBAL COMMUNICATIONS, INC.
By:
----------------------------------
Xxxxxx Xxxxxxxx, President
IEO HOLDINGS LIMITED
(AS THE PARTICIPANT)
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
4
EXHIBIT A
FORM OF NEW DEBENTURE
