EXHIBIT 10.56
As of October 31, 2002
TO: Purchasers of Units (each a "Lender" and collectively the "Lenders")
consisting of $6,535,000 principal amount of 15% Senior Secured Notes of World
Wireless Communications, Inc. (the "Company").
Re: Amendment of Agreements
Gentlemen:
Reference is made to the Loan Agreement between the Lenders and the
Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of
May 17, 2001 (the "Agreement"), including each note issued pursuant thereto
(individually a "Note" and collectively the "Notes"), each warrant issued
pursuant thereto (individually a "Warrant" and collectively the "Warrants") and
the Amended and Restated Pledge/Security Agreement related thereto.
For good and valuable consideration, the adequacy and sufficiency of
which is hereby acknowledged by the Lenders, and as an additional inducement for
the Company to continue its offering of units of its Additional 2002 Notes and
detachable warrants pursuant to the Confidential Private Placement Memorandum
covering such offering, the Company and each Lender agree as follows:
1. Each Note shall be amended to change the amount now appearing in
Section 3(ii) thereof to "$6,535,000" with the same force and effect as if
originally set forth therein, effective as of October 31, 2002.
2. Section 1.1(a) of the Loan Agreement shall be amended to read as
follows, effective as of October 31, 2002:
"(a) Simultaneously with the execution and the delivery of this
Agreement, Lancer Offshore, Inc. agrees to lend to Borrower the aggregate sum of
$2,250,000, of which (i) the sum of $1,125,000 shall be paid to Borrower upon
the execution and the delivery of this Agreement and (ii) the sum of $1,125,000
shall be paid to Borrower on July 15, 2001, provided that Borrower has raised
the sum of $2,000,000 in equity from persons other than Michael Lauer and his
affiliates, including, without limitation, Lancer Offshore Inc., Lancer
Partners, L.P., and The Orbiter Fund Ltd.(such loan, together with any other
amounts loaned pursuant to this Agreement by any Lender from time to time,
including that specified in Section 1.1 (b) hereof, with the consent of the
parties hereto, up to a total sum of $6,535,000, shall be referred to
collectively as the "Loan"). The Loan shall be used solely by Borrower in the
operation of its business as determined by the President of Borrower, subject to
supervision thereof by Board of Directors of Borrower. As of April 25, 2002,
Lancer Offshore, Inc. loaned
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the Borrower the principal amount of $4,335,000 and, as of October 31, 2002,
will have loaned Borrower the principal amount of $5,335,000. The Loan shall be
repaid on December 31, 2002 unless it is mandatorily converted into shares of
Borrower's Common Stock before that date as provided in Section 1.5 hereof."
3. Section 1.5 of the Loan Agreement shall be amended to read as
follows, effective as of October 31, 2002:
"(a) Notwithstanding anything contained in this Agreement to the
contrary, the Loan shall be mandatorily converted into shares of the Common
Stock of Borrower at the rate of one share per each $0.05 principal amount of
debt, including interest (subject to adjustment for stock dividends, stock
splits and reverse stock splits, if any) immediately upon (i) the approval of
such conversion by Borrower's shareholders at a meeting of shareholders held for
such purpose (among other purposes) and (ii) Borrower's receipt of $6,535,000 in
equity from persons other than Michael Lauer and his affiliates, including,
without limitation, Lancer Offshore, Inc., Lancer Partners L.P. and The Orbiter
Fund Ltd., on or before December 31, 2002."
In consideration of the foregoing, each Lender unconditionally
acknowledges that the Company is not in default under the Loan Agreement, any of
the Notes or any other agreement which is a part of the Loan Agreement.
Except as amended as set forth herein, the Agreement, including,
without limitation, the Amended and Restated Pledge/Security Agreement, shall
continue in full force and effect in accordance with its terms.
If this letter accurately sets forth our understanding, please sign
your name below and return your signed original to us immediately.
Very truly yours,
WORLD WIRELESS COMMUNICATIONS, INC.
/s/ David D. Singer
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David D. Singer, President
LANCER OFFSHORE, INC. LANCER PARTNERS L.P.
/s/ Michael Lauer /s/ Michael Lauer
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Michael Lauer, Manager Michael Lauer, Manager
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