EXHIBIT 10.28O
MEMORANDUM OF UNDERSTANDING
Certain stockholders of International Wireless Communications
Holdings, Inc. ("IWC" or the "Company"), Vanguard Cellular Systems, Inc.,
("Vanguard"), BEA Associates, as the manager of certain Investment funds
which are shareholders of IWC ("BEA"), and Electra Investment Trust PLC
("Electra") (together, the "Shareholder Group") have agreed, as a condition
of their consideration of providing additional capital to IWC to finance the
Company's proposed Pakistan cellular investment ("Mobilink") and other
corporate purposes, to use all commercially reasonable efforts (to the extent
permitted by the Company's bond indenture, including without limitation the
exercise of voting rights to appoint as directors of the Company, persons
supportive of the action plan below) to implement the following:
(1) The Shareholder Group will recommend to the Finance Committee
of IWC that it immediately retain a financial advisor to assist the Company
and its Board of Directors in a strategic review of IWC's business and
financial strategy with the goal of maximizing shareholder value and creating
liquidity/exit during the next 18 months, through an initial public offering
("IPO"), merger or sale of the Company. The financial advisor will consider
the desirability of restructuring of the Company into an Asian wireless play
and selling or spinning off its Latin American and other non-core
investments. The financial advisor will report the results of its review no
later than September 30, 1997.
(2) Within 15 days after receipt of the financial advisor's
report, the Finance Committee shall submit a recommendation to the Board of
Directors regarding the Company's business and financial strategy, including
whether to restructure or to sell and spin off non-core investments.
(3) Within 15 days after receipt of the Finance Committee's
recommendation, the Board of Directors shall meet to consider adopting a
business and financial plan for the Company which implements the Finance
Committee's recommendation, including whether to restructure and/or sell or
spin off any non-core investments.
(4) Within 15 days after adoption of a business and financial plan
by the Board of Directors, management of the Company will prepare appropriate
budgets and operating plans to implement such plan, including budgets for
corporate operating expenses and for capital expenditures and operating
expenses for any non-core investments and an operating plan for redeploying
management and other resources.
(5) By August 31, 1997, the Finance Committee shall review the
Company's recently distributed operating and capital budget and shall submit
a recommendation to the Board of Directors regarding such budget, including
the planned level of corporate operating expenses and capital expenditures
and operating expenses for the Company's wireless projects. Within 15 days
after receipt of such recommendation, the Board of Directors shall meet to
consider such recommendation.
Agreed and accepted by:
VANGUARD CELLULAR SYSTEMS, INC.
/s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
Date: 08/13/97
ELECTRA INVESTMENT TRUST PLC THE EMERGING MARKETS
INFRASTRUCTURE FUND, INC.
/s/ Xxxxxxx Xxxxxxxx /s/
--------------------------------- -----------------------------------
Name: Xxxxxxx Xxxxxxxx Name:
Title: Chairman Title:
Date: 14/08/97 Date: 8-11-97
ARGENTINA EQUITY INVESTMENTS THE EMERGING MARKETS
PARTNERSHIP TELECOMMUNICATIONS FUND, INC.
/s/ Xxxxx Xxxxx /s/
--------------------------------- -----------------------------------
Name: Xxxxx Xxxxx Name:
Title: Auth'd Signatory Title:
Date: 13/8/97 Date: 8-11-97
CI EMERGING MARKETS FUND LATIN AMERICA INVESTMENT FUND,
INC.
/s/ Xxxxx Xxxxx /s/
--------------------------------- -----------------------------------
Name: Xxxxx Xxxxx Name:
Title: Auth'd Signatory Title:
Date: 13/8/97 Date: 8-11-97
CI GLOBAL FUND LATIN AMERICA EQUITY FUND, INC.
/s/ Xxxxx Xxxxx /s/
--------------------------------- -----------------------------------
Name: Xxxxx Xxxxx Name:
Title: Auth'd Signatory Title:
Date: 13/8/97 Date: 8-11-97
CI LATIN AMERICAN FUND LATIN AMERICA CAPITAL PARTNERS
/s/ Xxxxx Xxxxx /s/
--------------------------------- -----------------------------------
Name: Xxxxx Xxxxx Name:
Title: Auth'd Signatory Title:
Date: 13/8/97 Date: 8-11-97
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