EXHIBIT 10.18I
FOURTH AMENDMENT TO LOAN AGREEMENT
This Fourth Amendment to Loan Agreement is made as of February 5,
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, January 15, 1998, and January 30, 1998 (the "LOAN AGREEMENT"). Each
capitalized term which is used and not otherwise defined in this Fourth
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 February 7, 1998, and has requested that the Lenders
amend Section 6.01(o) of the Loan Agreement as set forth in this Fourth
Amendment.
The Borrower has also informed the Lenders that it anticipates being
out of compliance with the covenant set forth in Section 5.01(j) of the Loan
Agreement and has requested that the Lenders amend that covenant as set forth in
this Fourth Amendment.
TDI (which, by itself, constitutes Requisite Lenders) has agreed to
make the foregoing amendments.
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 "February 7, 1998" and replacing such date with "February 14,
1998."
2. Section 5.01(j) of the Loan Agreement is hereby amended and
restated in its entirety as follows:
(j) CASH RESERVE. In the case of Borrower, cause the sum of the
aggregate amount of cash on hand, the value of the Cash Equivalents
(as such term is defined in the indenture) owned by it and the Unused
Commitment Amount at all times to equal or exceed $500,000.
Notwithstanding the foregoing in this Section 5.01(j), if Borrower
consummates its proposed sale of Series J Preferred Stock to Vanguard
Cellular Systems, Inc., or an affiliate thereof, for aggregate cash
proceeds of at least $3,300,000, then the foregoing minimum cash
reserve amount shall increase from $500,000 to $1,000,000 upon closing
of such transaction.
3. Except as amended by Sections 1 and 2 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 Sections 1 and 2 above (if
necessary), no Default or Potential Event of Default is in existence as at the
date hereof.
[This space intentionally left blank.]
In witness whereof, the Borrower and TDI have caused this Fourth 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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