Exhibit 10.30F
International Wireless Communications Holdings, Inc.
000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
January 23, 1998
BT Foreign Investment Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
This letter agreement is to confirm certain understandings between
International Wireless Communications Holdings, Inc., a Delaware corporation
("IWCH"), Radio Movil Digital Americas, Inc., a Delaware corporation ("RMD"),
and BT Foreign Investment Corporation, a subsidiary of Bankers Trust New York
Corporation, a bank holding company ("BTFIC") (the "Letter Agreement").
Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Amended and Restated Senior Secured Note and
Warrant Purchase Agreement, dated as of the date hereof, between IWCH, RMD
and BTFIC (the "Purchase Agreement").
The parties hereby agree as follows:
1. BTFIC (or its Affiliate) shall have the right, but not the
obligation, to purchase up to its Portion (as defined below) of equity
securities (including securities containing options or rights to acquire
equity securities), that are to be issued by RMD or any Brazilian Entity
primarily for equity financing purposes to any Person that is not an equity
holder of RMD as of the date hereof. IWCH and RMD shall promptly apprise
BTFIC (or its Affiliate) of all such potential issuances, and shall provide
BTFIC (or its Affiliate) with copies of all such related documentation and
drafts thereof, including without limitation, copies of term sheets,
correspondence and drafts of agreements. In addition, BTFIC (or its
Affiliate) shall receive execution copies of all financing documents
regarding such potential issuance as soon as such items are available, and be
entitled to purchase such securities at the most favorable price and on the
most favorable terms as such securities are offered to any other Persons;
provided that, at the request of BTFIC (or its Affiliate), RMD shall offer to
BTFIC (or its Affiliate) securities which have no voting rights (other than
required by applicable law) and which are convertible into voting securities
at the request of the holder thereof, subject to applicable requirements of
law; and provided further that, the purchase price for all such securities
offered to BTFIC (or its Affiliate) may be structured in a manner (as BTFIC
elects in its sole discretion) so that it will involve a reduction in the
unpaid principal amount of the Notes as consideration for the purchase price.
2. IWCH and RMD shall not, and shall not permit any Brazilian Entity to,
consummate any equity issuance described in paragraph 1 above until BTFIC
notifies RMD that
it does not desire to so participate on the terms described above (provided
that if BTFIC shall be deemed to have so notified RMD if it does not notify
RMD whether or not it (or its Affiliate) wants to participate within 30 days
after receiving execution copies from RMD pursuant to Section 1 above.
3. If BTFIC (or its Affiliate) has not acquired any equity interest in
RMD or any other Brazilian Entity within six (6) months after the Closing
Date, BTFIC (or its Affiliate) shall have the right, but not the obligation,
to propose a purchase price and other material terms and conditions upon
which, BTFIC (or its Affiliate), would acquire up to its Portion of equity
from RMD or another Brazilian Entity. IWCH and RMD shall, and shall cause
the appropriate Brazilian Entity to, use commercially reasonable best efforts
to agree upon the price and other terms (which other terms will be customary
terms for transactions of this type by an institutional private equity
investor, and shall include the terms set forth in the provisos set forth in
paragraph 1 above) for BTFIC's (or its Affiliate's) purchase of such equity
securities, and upon such agreement, such transaction will be consummated;
provided, however, that in any event the purchase price shall be acceptable
to RMD and BTFIC at their sole discretion.
4. BTFIC's (or its Affiliate's) "Portion" means, with respect to any
class of equity securities, the number of such equity securities that would
be obtained by dividing the lesser of (x) the aggregate unpaid principal
amount of the Notes or (y) $12,000,000; provided, however, that in the case
of an equity issuance described in the first sentence of paragraph 1 above,
such amount shall not be greater than 50% of the total amount of securities
being purchased in connection with such equity issuance.
This Letter Agreement is a Transaction Document and, accordingly, the
appropriate provisions of the Purchase Agreement are hereby incorporated
herein by reference.
This Letter Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of
law provisions thereof.
If the foregoing reflects your understanding of our arrangement, please
countersign where indicated below and return the enclosed duplicate original
of this letter to me at your earliest convenience.
Sincerely,
INTERNATIONAL WIRELESS
COMMUNICATIONS HOLDINGS, INC.
By: ________________________________
Xxxx X. Xxxxxxx, President
ACCEPTED AND AGREED:
RADIO MOVIL DIGITAL AMERICAS, INC.
BY: ______________________________________
Name:
Title:
BT FOREIGN INVESTMENT CORPORATION
BY: ______________________________________
Name:
Title:
