EXHIBIT 10.18G
SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement is made as of January 15,
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
(the "LOAN AGREEMENT"). Each capitalized term which is used and not otherwise
defined in this Second Amendment has the meaning which the Loan Agreement
assigns to that term.
The Borrower has informed the Lenders that it anticipates being out of
compliance with the covenant set forth in Section 5.01(j) of the Loan Agreement
and has requested that the Lenders amend that covenant as set forth in this
Second 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 5.01(j) of the Loan Agreement is hereby amended and
restated as follows:
(j) CASH RESERVE. In the case of Borrower, cause the sum of the
aggregate amount of cash on hand, the value of the Cash Equivalents
(as such term is defined in the indenture) owned by it and the Unused
Commitment Amount at all times to equal or exceed $750,000.
Notwithstanding the foregoing in this Section 5.01(j), if Borrower
consummates its proposed acquisition of Radio Movil Digital Americas,
Inc. ("RMD") and RMD obtains at least $25,000,000 in proposed
financing from BT Financial Investment Corporation, then the foregoing
minimum cash reserve amount shall increase from $750,000 to
$1,000,000.
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 Second Amendment to be executed and
delivered as of the date first set forth above.
INTERNATIONAL WIRELESS COMMUNICATIONS
HOLDINGS, INC.
By: /S/ XXXXXXX X. XXXXXXXX
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Its: EXECUTIVE VICE PRESIDENT AND
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CHIEF FINANCIAL OFFICER
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ XXXXXX XXXXXXX
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Its: VICE PRESIDENT
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