EXHIBIT 10.16F
DEED OF ADHERENCE
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THIS DEED OF ADHERENCE is made the 18th day of June, 1997.
BETWEEN:
(1) Star Digitel Limited, a company incorporated in Hong Kong (the
"Company"); and
(2) IWC China Limited, a company incorporated in Mauritius (the "New
Shareholder").
WHEREAS:
(A) On the 4th day of April, 1997, the Company and its shareholders
entered into an Amended and Restated Shareholders' Agreement (the
"Shareholders' Agreement") to which a form of this Deed is attached
as Exhibit A.
(B) The New Shareholder wishes to have transferred to it 85,030,000
shares (the "Shares") in the share capital of the Company from
International Wireless Communications, Inc., a company incorporated
in the State of Delaware, U.S.A. (the "Old Shareholder") and to
subscribe for an additional 146,870,000 shares in the share capital
of the Company, and in accordance with the Shareholders' Agreement
has agreed to enter into this Deed.
(C) The Company enters this Deed on behalf of itself and as agent for
all the existing Shareholders of the Company.
NOW THIS DEED WITNESSES as follows:
1. INTERPRETATION.
In this Deed, except as the context may otherwise require, all
words and expressions defined in the Shareholders' Agreement shall
have the same meanings when used herein.
2. COVENANT.
The New Shareholder hereby covenants to the Company as trustee for
all other persons who are at present or who may hereafter become
bound by the Shareholders' Agreement, and to the Company itself to
adhere to and be bound by all the duties, burdens and obligations
of a shareholder holding the same class of share capital as the
Shares imposed pursuant to the provisions of the Shareholders'
Agreement and all documents expressed in writing to be supplemental
or ancillary thereto as if the New Shareholder had been an original
party to the Shareholders' Agreement since the date thereof.
1.
3. REFERENCES TO IWC.
All references to "IWC" in the Shareholders' Agreement (other than
in the recitals and in the definition of "IWC Management Services
Agreement" and "Noncompetition Agreement") shall be deemed a
reference to IWC China Limited.
4. NOTICE FOR ADDRESSES.
Section 16.2(b) of the Shareholders Agreement shall be deleted in
its entirety and replaced as follows:
"(b) if to IWC, to:
IWC China Limited
000 Xxxxx Xx Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Xx. Xxxx Xxxxxxxx
Facsimile No.: 0-000-000-0000"
5. ENFORCEABILITY.
Each existing shareholder and the Company shall be entitled to
enforce the Shareholders' Agreement against the New Shareholder,
and the New Shareholder shall be entitled to all rights and
benefits of the Old Shareholder (other than those that are
non-assignable) under the Shareholders' Agreement in each case as
if the New Shareholder had been an original party to the
Shareholders' Agreement since the date thereof.
6. GOVERNING LAW.
THIS DEED OF ADHERENCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.
2.
IN WITNESS WHEREOF, this Deed of Adherence has been executed as a deed on the
date first above written.
STAR DIGITEL LIMITED
By: /s/ Xxx Xxxx
-------------------------------------
Name: Mr. Xxx Xxxx
Title: President and Chief
Executive Officer
IWC CHINA LIMITED
By: /s/ Xxxx X.X. XxXxxxx
-------------------------------------
Name: Xxxx X.X. XxXxxxx
Title: Director
3.
