EXHIBIT 10.26A
May 29, 1997
Vanguard Cellular Financial Corp.
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
ATTN: Xxxxxx X. Xxxxxxx, President
RE: Warrant Exchange Guaranty and The Toronto-Dominion Bank Guaranty
Gentlemen:
This letter seeks to clarify our understanding of certain of the
terms of the Guaranty provided by Vanguard Cellular Financial Corp., a North
Carolina corporation ("Vanguard") to International Wireless Communications
Holdings, Inc., a Delaware corporation ("IWCH") pursuant to the Agreement
dated as of May 5, 1997 between Vanguard and IWCH (the "Warrant Exchange
Agreement"). Under the terms of the Warrant Exchange Agreement, Vanguard
agreed to assist IWCH in arranging such interim financing by guarantying (the
"Guaranty") up to an aggregate or $3,200,000 of indebtedness incurred by IWCH
or its wholly owned subsidiaries (the "Guaranty Amount"), from May 5, 1997
until the earlier of February 3, 1999 and such time as IWCH either receives
at least $3,200,000 in alternative debt financing or consummates an initial
public offering providing it with at least $3,200,000 in net proceeds (the
"Guaranty Period").
This letter confirms our understanding that IWCH may utilize the
Guaranty from time to time during the Guaranty Period pursuant to one or more
guarantys by Vanguard provided that the aggregate amount of any such guaranty
shall not at any time exceed the Guaranty Amount. Without limiting the
foregoing, Vanguard's obligation to make available the Guaranty shall remain
in full force and effect following the termination of Vanguard's guarantee on
behalf of IWCH pursuant to the Bridge Loan Agreement between Star Digitel
Limited, a company organized under the laws of Hong Kong ("Star Digitel") and
The Toronto-Dominion Bank ("TD") (the "Bridge Loan Agreement"), whereby TD
has agreed to make advances to Star Digitel for a period of up to one year in
an aggregate amount not to exceed $8,000,000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Executive Vice President and Chief Financial Officer
ACCEPTED AND AGREED TO
BY: VANGUARD CELLULAR FINANCIAL CORP.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx, President
