EXHIBIT 10.18H
THIRD AMENDMENT TO LOAN AGREEMENT
This Third Amendment to Loan Agreement is made as of January 30, 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
and January 15, 1998 (the "LOAN AGREEMENT"). Each capitalized term which is
used and not otherwise defined in this Third Amendment has the meaning which the
Loan Agreement assigns to that term.
The Borrower has informed the Lenders that it anticipates that it will
not enter into an engagement agreement described in Section 7(c)(iii)(D) of the
Exchange Agreement dated as of August 18, 1997, among Borrower and the Persons
named therein, on or before January 31, 1998, and has requested that the Lenders
amend Section 6.01(o) of the Loan Agreement as set forth in this Third
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 6.01(o) of the Loan Agreement is hereby amended by
deleting the date "January 31, 1998" and replacing such date with "February 7,
1998."
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 Third Amendment to be executed and
delivered as of the date first set forth above.
INTERNATIONAL WIRELESS COMMUNICATIONS
HOLDINGS, INC.
By: /s/ XXXXX X. XXXXXXX
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Its: VICE PRESIDENT, LEGAL AFFAIRS
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TORONTO DOMINION INVESTMENTS, INC.
By: /s/ XXXXXX XXXXXXX
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Its: VICE PRESIDENT
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