Amended And Restated Negative Pledge Agreement

AMENDED AND RESTATED NEGATIVE PLEDGE AGREEMENT


THIS AMENDED AND RESTATED NEGATIVE PLEDGE AGREEMENT dated as of September 18, 1997 (the "AMENDED AND RESTATED PLEDGE AGREEMENT") made by International Wireless Communications, Inc., a corporation organized under the laws of Delaware ("IWC INC.") and IWC China Limited, a Mauritius corporation ("IWC CHINA"), in favor of the Lender (as defined in the Credit Agreement referred to below).


WHEREAS, the Lender is party to the Bridge Loan Agreement, dated as of May 16, 1997, as amended by the Waiver Agreement, dated July 10, 1997 (said Agreement, as it is now and may hereafter be amended, supplemented or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein being used herein as therein defined) with STAR DIGITEL LIMITED, a corporation organized under the laws of Hong Kong (the "BORROWER"),


WHEREAS, the Borrower desires to enter into a Bridge Loan Agreement Supplement No. 1, dated as of September 18, 1997, which amends and supplements the Credit Agreement, pursuant to which the Borrower is requesting that the Lender provide up to an additional $10,000,000 under the Bridge Loan Agreement as set forth therein,


WHEREAS, this Amended and Restated Pledge Agreement amends and restates in its entirety and replaces and supersedes the IWC Pledge Agreement, dated as of June 5, 1997 made by IWC Inc. in favor of the Lender, and


WHEREAS, it is a condition precedent to the making of First Supplemental Advances under the Bridge Loan Agreement Supplement No. 1 that the parties hereto shall have executed and delivered this Amended and Restated Pledge Agreement.


NOW, THEREFORE, in consideration of the premises and in order to induce the Lender to make First Supplemental Advances under the Credit Agreement from time to time, IWC Inc. and IWC China hereby agrees as follows:


Section 1. REPRESENTATIONS AND WARRANTIES. IWC Inc. hereby represents and warrants as follows:


(a) DUE INCORPORATION, ETC. IWC Inc. (i) is duly organized, validly existing and in good standing under the laws of Delaware, (ii) is duly authorized to do business in each jurisdiction in which such authorization is required by law or in which the failure to be so authorized would not have material adverse effect on (x) the business, condition (financial or otherwise), operation, performance or properties of IWC Inc. and its subsidiaries, taken as a whole, (y) the rights and remedies of the Lender under this Amended and Restated Pledge Agreement, or (z) the ability of IWC Inc. to perform its obligations under this Amended and


Restated Pledge Agreement (each, an "IWC INC. MATERIAL ADVERSE EFFECT"), and (iii) has all requisite power and authority to own or hold under lease and to operate all of its property and assets.


(b) CORPORATE POWER, ETC. IWC Inc. has full corporate power and authority to enter into, deliver and perform its obligations under this Amended and Restated Pledge Agreement and to consummate each of the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amended and Restated Pledge Agreement. This Amended and Restated Pledge Agreement constitutes the legal, valid and binding obligation of IWC Inc., enforceable against IWC Inc. in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).


(c) NO CONFLICT. Neither the execution and delivery of this Amended and Restated Pledge Agreement nor the performance by IWC Inc. of its obligations hereunder, nor the consummation of the transactions contemplated hereby will, (i) conflict with the certificate of incorporation or by-laws of IWC Inc., or (ii) conflict with or result in a breach of, or constitute a default under, or result in the creation or imposition of any Lien upon, any of the property or assets of IWC Inc. under, any applicable laws (including, without limitation, Regulation X issued by the Board of Governors of the Federal Reserve System) or any indenture, mortgage, deed of trust or other instrument or agreement to which IWC Inc. may be or become a party or by which it may be or become bound or to which any of the property or assets of IWC Inc. may be subject.


(d) APPROVALS, ETC. No order, license, consent, authorization or approval of, or exemption by, or notice to or registration with, any governmental authority or regulatory body, and no filing, recording, publication or registration in any public office or any other place, is required in connection with the execution, delivery and performance by IWC Inc. of this Amended and Restated Pledge Agreement, or for the legality, validity, binding effect or enforceability thereof.


(e) OWNERSHIP OF SHARES. IWC China owns beneficially 85,030,000 shares of the Borrower (the "IWC SDL Shares") representing 40% of the issued and outstanding shares of the Borrower, free and clear of any encumbrances, other than the Lien created pursuant to the Pledge Agreement, to be dated as of September 18, 1997, by and between IWC China and Vanguard Cellular Financial Corp. ("VCFC"), a North Carolina corporation (the "IWC/VCFC PLEDGE AGREEMENT") and the Amended and Restated Shareholders' Agreement dated as of April 4, 1997 among the Borrower and its Shareholders (the "SHAREHOLDERS' AGREEMENT").


Section 2. REPRESENTATIONS AND WARRANTIES. IWC China hereby represents and warrants as follows:


(a) DUE INCORPORATION, ETC. IWC China (i) is duly organized, validly existing and in good standing under the laws of Mauritius, (ii) is duly authorized to do business in each


jurisdiction in which such authorization is required by law or in which the failure to be so authorized would not have material adverse effect on (x) the business, condition (financial or otherwise), operation, performance or properties of IWC China and its subsidiaries, taken as a whole, (y) the rights and remedies of the Lender under this Amended and Restated Pledge Ag ...