Exhibit 10.104P
FIRST AMENDMENT TO PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO PLEDGE AGREEMENT is made and entered into as
of January 23, 1998 (the "First Pledge Agreement Amendment") by and between IWC
CHINA LIMITED, a company organized under the laws of Mauritius (the "Pledgor"),
and VANGUARD CELLULAR FINANCIAL CORP., a North Carolina corporation (the
"Secured Party").
RECITALS
A. In connection with certain amendments and supplements, dated as of
September 18, 1997, to that certain Bridge Loan Agreement, dated as of May 16,
1997 (as amended, supplemented or modified, the "Bridge Loan Agreement"),
between Star Digitel Limited, a company organized under the laws of Hong Kong
("SDL"), and Toronto-Dominion Bank ("Toronto-Dominion"), the Pledgor and the
Secured Party entered into that certain Reimbursement Agreement, dated as of
September 18, 1997 (the "Reimbursement Agreement"), and that certain Pledge
Agreement, dated as of September 18, 1997 (the "Pledge Agreement"), and
International Wireless Communications Holdings, Inc., a Delaware corporation,
issued to the Secured Party that certain Warrant to Purchase Common Stock, dated
as of September 18, 1997.
B. SDL and Toronto-Dominion entered into certain further amendments
and supplements, dated as of November 17, 1997 ("Bridge Loan Supplement No. 2"),
to the Bridge Loan Agreement to increase the amount of advances available
thereunder by another $4,700,000.
C. In order to reflect the availability of additional advances of up
to $4,700,000 pursuant to Bridge Loan Supplement No. 2 and to make certain other
changes as provided herein, the parties hereto desire to amend the Pledge
Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements set forth herein and intending to be legally bound
hereby, covenant and agree that the Pledge Agreement be, and hereby is, amended
and supplemented as follows:
1. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Pledge Agreement.
2. The first recital of the Pledge Agreement is hereby amended by
deleting it in its entirety and replacing it with the following therefor:
"WHEREAS, Star Digitel Limited, a company organized under the laws of
Hong Kong ("SDL"), and Toronto-Dominion Bank (the "BANK") entered into
that certain Bridge Loan Agreement, dated as of May 16, 1997 (as
amended or modified from time to time, the "BRIDGE LOAN AGREEMENT"),
providing for Advances (as defined in the Bridge Loan Agreement) by
the Bank to SDL in an
aggregate principal amount not to exceed $8,000,000 (the "ORIGINAL
LOAN"). SDL and the Bank amended the Bridge Loan Agreement to increase
the amount of Advances available thereunder by an additional $10,000,000
by executing that certain Bridge Loan Agreement Supplement No. 1, dated
as of September 18, 1997, and thereafter further amended the Bridge Loan
Agreement to increase the amount of Advances available thereunder by
another $4,700,000 by executing that certain Bridge Loan Agreement
Supplement No. 2, dated as of November 17, 1997 (such additional
Advances of up to $14,700,000, the "ADDITIONAL LOANS");"
3. The third recital of the Pledge Agreement is hereby amended by
deleting it in its entirety and replacing it with the following therefor:
"WHEREAS, the Pledgor has requested that the Secured Party, on behalf
of the Pledgor, guaranty (a) the repayment of the Original Loan and
the Additional Loans by the Bank under the Bridge Loan Agreement in an
aggregate principal amount not to exceed $11,200,000 and (b) forty
percent (40%) of all Obligations (as defined in the Bridge Loan
Agreement) of SDL (other than Advances under the Bridge Loan
Agreement) relating to the Original Loan and the Additional Loans now
or hereafter existing under the Bridge Loan Documents (as defined in
the Reimbursement Agreement referred to below), whether for interest,
fees, expenses or otherwise (such guaranty, the "IWC GUARANTY").
4. The fourth recital of the Pledge Agreement is hereby amended by
inserting the words "as amended or modified from time to time," immediately
after the open parenthesis sign and before the words "the "REIMBURSEMENT
AGREEMENT")" in clause (i) thereof.
5. Each of the representations and warranties contained in Section 4
of the Pledge Agreement is true and correct as if made on and as of the date
hereof, except for those representations and warranties that refer to a specific
date, in which case, such representations and warranties are true and correct on
and as of such date.
6. Subsection heading "(c)" shall be inserted at the beginning of the
last paragraph of Section 6 immediately before the words "Upon written notice to
that effect."
7. Except as hereby amended by this First Pledge Agreement Amendment,
all terms and provisions of the Pledge Agreement are and shall continue to be in
full force and effect and are hereby ratified and confirmed in all respects.
The execution, delivery and effectiveness of this First Pledge Agreement
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Secured Party under the Pledge Agreement or
the Reimbursement Agreement, nor constitute a waiver of any provision of the
Pledge Agreement or the Reimbursement Agreement.
8. Each reference in the Pledge Agreement to this "Agreement,"
"hereunder," "hereof," "hereto" or words of like import referring to the Pledge
Agreement shall mean and be a
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reference to the Pledge Agreement as amended by this First Pledge Agreement
Amendment. Each reference in the Pledge Agreement to the "Reimbursement
Agreement," "thereunder," "thereof," "thereto" or words of like import
referring to the Reimbursement Agreement shall mean and be a reference to the
Reimbursement Agreement as amended by that certain First Amendment to
Reimbursement Agreement, dated as of the date hereof, by and between the
Pledgor and the Secured Party.
9. This First Pledge Agreement Amendment may be executed in any
number of counterparts, and each such counterpart shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same First Pledge Agreement Amendment. Delivery of an executed
counterpart of a signature page to this First Pledged Agreement Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this First Pledge Agreement Amendment.
10. REGARDLESS OF THE PLACE OF EXECUTION, THIS FIRST PLEDGE AGREEMENT
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this First Pledge Agreement Amendment as of the day
and year first above written.
IWC CHINA LIMITED
By:
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Its:
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VANGUARD CELLULAR FINANCIAL CORP.
By:
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Its:
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