EXHIBIT 10.57
As of November 13, 2002
TO: Purchasers of Units (each a "Lender" and collectively the "Lenders")
consisting of $6,585,000 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 "$6,585,000" with the same force and
effect as if originally set forth therein, effective as of November 13, 2002.
2. Section 1.1(a) of the Loan Agreement shall be amended to
read as follows, effective as of November 13, 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 $6,435,000, 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 November 13, 2002,
will have loaned Borrower the principal amount of $5,385,000. 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 November 13, 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 $6,585,000 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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