EXHIBIT 10.18K
SIXTH AMENDMENT TO LOAN AGREEMENT
This Sixth Amendment to Loan Agreement is made as of February 19,
1998, 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, as amended on December 30, 1997
and January 15, 1998, January 30, 1998, February 5, 1998, and February 13, 1998
(the "LOAN AGREEMENT"). Each capitalized term which is used and not otherwise
defined in this Sixth Amendment has the meaning which the Loan Agreement assigns
to that term.
The Borrower has informed the Lenders that it anticipates that it will
not enter into an engagement agreement described in Section 7(c)(iii)(D) of the
Exchange Agreement dated as of August 18, 1997, among Borrower and the Persons
named therein, on or before February 20, 1998, and has requested that the
Lenders amend Section 6.01(o) of the Loan Agreement as set forth in this Sixth
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 6.01(o) of the Loan Agreement is hereby amended by
deleting the date "February 20, 1998" and replacing such date with "February 28,
1998."
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 Sixth Amendment to be executed
and delivered as of the date first set forth above.
INTERNATIONAL WIRELESS COMMUNICATIONS
HOLDINGS, INC.
By: /s/ XXXXX X. XXXXXXX
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Its: VICE PRESIDENT, LEGAL AFFAIRS
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TORONTO DOMINION INVESTMENTS, INC.
By: /s/ XXXXXX XXXXXXX
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Its: VICE PRESIDENT
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