EXHIBIT 10.16E
June 18, 1996
Mr. Xxx Xxxx
President and Chief Executive Officer
Star Digitel Limited
6th Floor, Star Telecom Tower
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Dear Wei:
In consideration of the agreement of IWC China Limited ("IWC China") to waive
the fulfillment of the condition precedent to its obligations to enter into and
complete the "Second Closing" set forth in Section 10.3 of the Subscription
Agreement, dated as of September 23, 1996, among Star Telecom Holding Limited
("STHL"), Star Digitel Limited ("Digitel") and International Wireless
Communications, Inc. ("IWC"), we would like to obtain the following assurances
from Digitel:
Digitel shall indemnify, defend and hold harmless IWC China and its directors,
officers, employees, affiliates, successors and assigns (each, an "Indemnified
Party") from and against all claims, losses, liabilities, damages, deficiencies,
judgments, assessments, fines, settlements, costs or expenses (including
interest, penalties and fees, expenses and disbursements of attorneys, experts,
personnel and consultants incurred by any Indemnified Party in any action or
proceeding between Digitel and any Indemnified Party or between any Indemnified
Party and any third party, or otherwise) based upon, arising out of, relating to
or otherwise in respect of any claims which shall be pending or, to the
knowledge of IWC China, STHL or Digitel, threatened before any Governmental Body
to restrain or prohibit, or to obtain damages or a discovery order in respect
of, the Subscription Agreement or the consummation of the Contemplated
Transactions or that has had or may have, in the reasonable judgment of IWC
China, a materially adverse effect on the Condition of the Companies.
Capitalized terms used but not defined herein shall have the respective meanings
specified in the Subscription Agreement.
Please acknowledge your acceptance by counter-signing below.
Sincerely,
STAR DIGITEL LIMITED IWC CHINA LIMITED
By: /s/ Xxx Xxxx By: /s/ Xxxx X.X. XxXxxxx
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Xxx Xxxx Xxxx X. X. XxXxxxx
President and Chief Vice-Chairman and
Executive Officer Managing Director, Asia
