REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT is made as of May ___, 1997, by and
among STAR DIGITEL LIMITED, a Hong Kong corporarion (the "BORROWER"), STAR
TELECOM HOLDING LIMITED, a Hong Kong corporation ("STHL") and VANGUARD
CELLULAR FINANCIAL CORP., a North Carolina corporation ("VCFC"). STHL and
VCFC are from time to time referred to collectively as the "GUARANTORS".
1. Reference is made to the Guaranty dated May ___, 1997 (as
amended, supplemented or otherwise modified from time to time, the "GUARANTY")
by each of the Guarantors in favor of Toronto-Dominion Bank (the "LENDER") in
support of certain obligations of the Borrower under a Bridge Loan Agreement
dated as of May ___, 1997 (as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT") by and between the Borrower and
the Lender. Capitalized terms used but not otherwise defined herein have the
meaning prescribed to them in the Credit Agreement and the Guaranty.
2. The Borrower hereby irrevocably and unconditionally undertakes
and agrees to (a) to reimburse the Guarantors immediately upon demand for all
amounts paid by Guarantors under and pursuant to the terms of the Guaranty,
and (b) to indemnify and hold harmless the Guarantors against, and to pay the
Guarantors immediately upon demand, for all actions, proceedings, claims,
demands, costs, charges, damages, losses and expenses (including, without
limitation, consequential damages) of any description whatsoever and to pay
the Guarantors immediately upon demand for all payments, losses, costs and
expenses made, suffered or incurred by the Guarantors in relation to or
arising out of the payment by the suffered or incurred by the Guarantors in
relation to or arising out of the payment by the Guarantors of any amount
under and pursuant to the terms of the Guaranty.
3. Without limiting the Borrower's obligation under Section 2 of
this Reimbursement Agreement, STHL and VCFC hereby agree that any and all
amount recovered from the Borrower in relation to or arising out of this
reimbursement Agreement shall be shared pro-rata between STHL and VCFC in
proportion to the STHL Guaranteed Percentage and the VCFC Guaranteed
percentage, respectively.
4. This Reimbursement Agreement may only be amended by an
instrument in writing signed by each of the parties hereto. The provisions
of the Reimbursement Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, United States
(without reference to choice or conflict of laws of principle).
5. This reimbursement Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Reimbursement Agreement to be duly executed on their respective behalf, by
their respective officers thereunto duly authorized, all as of the day and
year first above written.
STAR DIGITEL LIMITED
By:
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Title: Vice President
Name: Xxxx Xxxx Xxxxx, Xxxxxx
STAR TELECOM HOLDING LIMITED
By:
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Title: General Manager
Name: Xxxx Xxxx Xxxxx, Xxxxxx
VANGUARD CELLULAR FINANCIAL CORP.
By:
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Title:
Name:
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