August 1997
Motorola International Development Saif Telecom (Pvt.) Limited
Corporation 4th Floor
0000 X. Xxxxxxxxx Xxxx Kulsum Xxxxx
Xxxxxxxxxx 00 Xxxx Xxxx
Xxxxxxxx, X X X Xxxxxxxxx
Xxxxxxxx
PAKISTAN MOBILE COMMUNICATIONS (PVT.) LIMITED (THE "COMPANY")
Ladies and Gentlemen:
Reference is made to the Restated and Amended Shareholders Agreement, dated as
of August 1997 (the "Shareholders Agreement"), among International Wireless
Communications Pakistan Limited, a company organized under the laws of Mauritius
("IWCPL"), Saif Telecom (Pvt.) Limited, a company organized under the laws of
Pakistan ("SAIF"), and Motorola International Development Corporation, a company
organized under the laws of the State of Delaware, United States of America
("MIDC"). All capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Shareholders Agreement.
In consideration of the mutual promises and undertakings contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. AMENDMENTS
The Shareholders agree to amend the Shareholders Agreement as follows:
(a) "IWC" DEFINITION
by deleting the definition of "IWC" in Clause 1 and replacing it
in its entirety by the following:
""IWC" means Pakistan Wireless Holdings Limited, one of the
principal shareholders of IWCPL."
(b) TRANSFER
by amending Clause 12.6 by adding the following sentence:
"Upon a transfer by IWCPL of all its Shares to all of its
individual shareholders as contemplated by this Clause 12.6, the individual
shareholders shall together have the right to appoint Directors to the Board
pursuant to Clause 5.2 in place of IWCPL."
1.
(c) CONFIDENTIALITY
by amending Clause 13.1(a) to add the words "and shareholders"
after the word "Associates".
(d) NON COMPETITION
by amending Clause 14 by adding the following sentence:
"The parties agree that, so long as Asia Pacific Cellphone Co.
Inc. ("Asia Pacific") remains a direct or indirect wholly-owned subsidiary of
Istethmar International Corporation, Asia Pacific shall have the same benefits
and obligations under this Clause 14 as are conferred on or assumed by AIF."
(e) TERMINATION
by amending Clause 16.3(b) by adding the following:
"Provided that in the event of any transfer of a controlling
interest in the ownership of the entity ultimately controlling IWCPL which
amounts to an Event of Default hereunder, the non-defaulting Shareholders shall
have the right to exercise the buy-back provisions under Clause 16.5 only with
respect to the percentage of Shares held by IWCPL which corresponds to the
percentage interest in IWCPL of the shareholder of IWCPL in respect of which the
transfer of a controlling interest has occurred causing the Event of Default
hereunder and, if the non-defaulting Shareholders exercise their buy-back rights
under Clause 16.5, IWCPL shall be obligated to sell such pro rata portion of the
Shares held by it to the non-defaulting Shareholders who have so exercised such
buy-back rights. For the purposes of this Clause 16.3(b): (i) where IWC or any
of its Associates controls IWCPL, the expression "transfer of a controlling
interest in the ownership of the entity ultimately controlling the Shareholder
which is a Party thereto" means a change of control of IWC or such Associate or
a change of control of the entity that controls IWC or such Associate where the
primary asset of such entity is the shares of IWC or its Associate, and (ii)
should the controlling interest in IWCPL pass from any of IWC, AIF, Vanguard,
Asia Pacific and/or any of their respective Associates or some combination
thereof to any of the foregoing entities or some other combination thereof, then
the terms of this Clause 16.3(b) shall apply, mutatis mutandis, to such of them
as shall have become the entity(ies) controlling IWCPL."
(f) ASSIGNMENT
by amending Clause 18.1 by adding ", Asia Pacific" after the
words "as IWCPL by AIF".
2. FIRST OPTION
Each of the parties hereto waives any breach or an Event of Default
under the Shareholders Agreement caused by the exercise of the First Option (as
defined in the Share Purchase Agreement dated 17 July 1997 between MIDC and
IWCPL).
2.
3. GENERAL
1. This letter agreement shall be read together with the
Shareholders Agreement.
2. IWCPL shall have the right to assign the benefit of this letter
agreement to its individual shareholders.
3. This letter agreement shall be governed by and construed in
accordance with the laws of Pakistan.
4. This letter agreement may be executed in counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
If the foregoing accurately reflects our agreements relating to the
subject matter thereof, please indicate by signing this letter
agreement in the spaces indicated below.
Yours sincerely
INTERNATIONAL WIRELESS
COMMUNICATIONS PAKISTAN LIMITED
By
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Name:
Title:
AGREED TO AND ACCEPTED
AS OF THE DATE SET FORTH
ABOVE BY:
MOTOROLA INTERNATIONAL SAIF TELECOM (PVT.) LIMITED
DEVELOPMENT CORPORATION
By By
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Name: Name:
Title: Title:
3.
