EXHIBIT 10.105T
FIRST AMENDMENT TO LETTER AGREEMENT
AMONG
MOTOROLA INTERNATIONAL DEVELOPMENT CORPORATION
INTERNATIONAL WIRELESS COMMUNICATIONS PAKISTAN LIMITED
AND
SAIF TELECOM (PVT.) LIMITED
This Amendment, effective as of the 25th day of February, 1998, as made
by and among Motorola International Development Corporation, a company
organized under the laws of the State of Delaware, United States of America
("MIDC"), International Wireless Communications Pakistan Limited, a company
organized under the laws of Mauritius ("IWCPL") and Saif Telecom (Pvt.)
Limited, a company organized under the laws of Pakistan ("SAIF")
(collectively, the "Parties").
WHEREAS, on August 13, 1997, the Parties entered into a Letter Agreement
(hereinafter called the "Agreement"); and
WHEREAS, the Parties now desire to amend the Agreement by revising
subsection (a) (ii) of Paragraph 6, titled MOTOROLA GUARANTY, of the Agreement.
NOW THEREFORE, in consideration of the mutual obligations contained
herein, the Parties hereby agree as follows:
1. Paragraph 6(a) (ii) of the Agreement is hereby replaced in its
entirety as follows:
"a guaranty for the benefit of ABN Amro Bank, dated February 25, 1998
(the "ABN Guaranty") and together with the Citibank Guaranties, the
Motorola Guaranties") to guarantee the payment of the principal of,
and interest on, loans made by Citibank, N.A. and ABN Amro Bank,
respectively (together, the "Lenders"), to the Company and all other
amounts payable by the Company to the Lenders with respect thereto
(together, the "Obligations"). As of the date of this Amendment to
this letter agreement, the aggregate outstanding Obligations
guaranteed under the Motorola Guaranties is US$39,768,000 consisting
of Obligations of US $12,068,000 under the first Citibank Guaranty
and US $7,700,000 under the second Citibank Guaranty and outstanding
Obligations of US $20,000,000 under the ABN Guaranty."
- 1 -
2. Together with the Amendment contained herein, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed on the day and year first above written.
MOTOROLA INTERNATIONAL SAIF TELECOM (PVT.) LIMITED
NETWORK VENTURES, INC.
BY: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Khan
------------------------------- -------------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Khan
Director Chief Executive
INTERNATIONAL WIRELESS COMMUNICATIONS
PAKISTAN LIMITED
BY:
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
Director
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇
Director
- 2 -
