Exhibit 10.104Q
FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
THIS FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK is made
and entered into as of January 23, 1998 (the "First Warrant Amendment") by
and between International Wireless Communications Holdings, Inc., a Delaware
corporation (the "Company"), and VANGUARD CELLULAR FINANCIAL CORP., a North
Carolina corporation (the "Holder").
RECITALS
A. In connection with certain amendments and supplements, dated as
of September 18, 1997, to that certain Bridge Loan Agreement, dated as of May
16, 1997 (as amended, supplemented or modified, the "Bridge Loan Agreement"),
between Star Digitel Limited, a company organized under the laws of Hong Kong
("SDL"), and Toronto-Dominion Bank ("Toronto-Dominion"), IWC China Limited, a
corporation organized under the laws of Mauritius ("IWC China"), and the
Holder entered into that certain Reimbursement Agreement, dated as of
September 18, 1997 (the "Reimbursement Agreement"), and that certain Pledge
Agreement, dated as of September 18, 1997, and the Company issued to the
Holder that certain Warrant to Purchase Common Stock, dated as of September
18, 1997 (the "Warrant").
B. SDL and Toronto-Dominion entered into certain further
amendments and supplements, dated as of November 17, 1997 ("Bridge Loan
Supplement No. 2"), to the Bridge Loan Agreement to increase the amount of
advances available thereunder by another $4,700,000.
C. In order to reflect the availability of additional advances of
up to $4,700,000 pursuant to Bridge Loan Supplement No. 2, the parties hereto
desire to amend the Warrant.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements set forth herein and intending to be legally
bound hereby, covenant and agree that the Warrant be, and hereby is, amended
and supplemented as follows:
1. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Warrant.
2. Section 2(c) of the Warrant is hereby amended by deleting
clause (A) in the definition of "Commitment Percentage" in its entirety and
replacing it with the following therefor:
"(A) the numerator of which is $8,000,000, less the Discharged Amount
(as defined below), if any, as of such time and".
3. Section 8(a) of the Warrant is hereby amended by deleting the
reference to "Section 7(a)" in the last sentence thereof and replacing it
with "Section 8(a)" therefor.
4. Except as hereby amended by this First Warrant Amendment, all
terms and provisions of the Warrant are and shall continue to be in full
force and effect and are hereby ratified and confirmed in all respects.
5. Each reference in the Warrant to this "Warrant," "Agreement,"
"hereunder," "hereof," "hereto" or words of like import referring to the
Warrant shall mean and be a reference to the Warrant as amended by this First
Warrant Amendment; provided that each reference to the "date of this
Agreement" or "the date of this Warrant" or words of like import shall mean
and be a reference to September 18, 1997. Each reference in the Warrant to
the "Reimbursement Agreement," "thereunder," "thereof," "thereto" or words of
like import referring to the Reimbursement Agreement shall mean and be a
reference to the Reimbursement Agreement as amended by that certain First
Amendment to Reimbursement Agreement, dated as of the date hereof, by and
between IWC China and the Holder.
6. This First Warrant Amendment may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one
and the same First Warrant Amendment. Delivery of an executed counterpart of
a signature page to this First Warrant Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this First
Warrant Amendment.
7. REGARDLESS OF THE PLACE OF EXECUTION, THIS FIRST WARRANT
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS
THEREOF.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this First Warrant Amendment as of the day
and year first above written.
INTERNATIONAL WIRELESS
COMMUNICATIONS HOLDINGS, INC.
By: __________________________________
Its: _________________________________
VANGUARD CELLULAR FINANCIAL CORP.
By: __________________________________
Its: _________________________________
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