Letter of Intent
March 11, 2000
Jorge Emilio Zedan
President of El Salvador Telecom, S.A. de C.V.
SALTEL
San Salvador, El Salvador
Dear Don Jorge:
In relation to our conversations relating to the possibility of acquiring shares
in SALTEL, this letter serves to confirm to you our intention of effectuating
the acquisition of shares in that company pursuant to the following general
terms:
I. RECITALS
1.1. World Wide Wireless Communications, Inc., hereinafter "World
Wide" is a corporation organized under the laws of the State of
Nevada, United States of America, among whose activities is to
provide high speed wireless internet services
1.2. World Wide intends to invest in the Central American region,
beginning with El Salvador, where it plans to establish its
Regional Operations Center.
1.3. SALTEL is a company organized under the laws of El Salvador,
among whose activities is the offering of telephone services,
access services, and intermediate services, with its current
technical, operative, and administrative infrastructure. This
company, and its legal representative don Jorge Emilio Zedan have
the ability to request and obtain frequencies throughout the
Central American region, as permitted and limited by the laws of
the individual countries. As part of the relationship to be
established, Mr. Zedan assumes personal responsibility to take
those steps necessary in this regard within the shortest possible
time.
1.4. That for the interests of both companies, it is beneficial to
establish a strategic alliance or joint venture, whose activities
will include the integration of World Wide into the share
structure of SALTEL in the legal manner most convenient/
II. Nature of the Investment
2.1 World Wide declares its intent to acquire at least twenty five
per cent of the capital stock of SALTEL, upon the basis that by
acquiring said
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percentage it assumes the rights of a minority shareholder as
established under the Commercial Code of El Salvador.
2.2 World Wide will pay, for this twenty-five percent of, the amount
of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS, money of the
United States of America, in the following form: (a) within five
days from Monday, March 13, the amount of ONE MILLION DOLLARS;
and (b) the rest of the TWO MILLION FIVE HUNDRED THOUDAND DOLLARS
by monthly payments in equal and successive amounts of ONE
HUNDRED THOUSAND DOLLARES, payable on the first day of the month;
in addition, interest on the unpaid balance in the amount of 8%,
which shall be included and incorporated in the payments. ___
2.3 The shares that are issued as the result of this increase in
capital will be issued immediately in the name of World Wide.
2.4 The payments will be made in accordance with instructions ot be
given to World Wide by SALTEL.
III. Special Conditions
3.1 World Wide declares that its intention to purchase is subject to
(i) that SALTEL establishes the existence of its licenses to
operate as an operator of telephone services; (ii) that SALTEL
demonstrates that it has a concession for the exploitation of
public telephone service and concessions for the exploitation of
radioelectric spectrum, including the use of the following
frequencies:
Network Colonia Roma-Cerro San Jacinto Tx 2431.25MHz - Rx 2329.75 MHz
Network Cerro San Jacinto-Costa del Sol Tx 2438.25MHz - Rx 2336.75 MHz
Network Colonia Roma-Boqueron Tx 2438.28MHz - Rx 2336.75 MHz
Network Boqueron-Aeropuerto El Salvador Tx 2431.25MHz - Rx 2329.75 MHz
SALTEL will convert, as permitted by competent authorities, if
it is required, the previous point to point licenses to point
to multipoint with a minimum bandwidth of 24MHz.
IV. Closing Date. Due Diligence
4.1 The purchase of the shares shall take place no later than five
working days from the date of this letter. 4.2 Notwithstanding
the previous section, World Wide, by means of an independent law
firm, will proceed to commence due diligence of SALTEL which
shoull be completed within the provisions of paragraph 4.1
V. Legal Form of Acquisition of Shares
5.1 Taking into consideration that the purpose of these negotiations,
in addition to consolidating a strategic alliance between the
parties, is to strengthen the financial position of the company,
it is agreed that upon the
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introduction of World Wide as a shareholder and the increase in
capital afforded thereby, the current shareholders will renounce
any preferred rights they may have to subscription of shares; and
for said purposem there will be held an extraordinary meeting of
shareholders.
VI. Special Domicile. Acceptance of the Letter
6.1 For the legal purposes of this Letter, both parties acknowledge
domicile in the city of San Salvador
6.2 As a sign of the acceptance, a copy of the letter should be
signed by Jorge Zedan which shall be held by World Wide.
VII. Other Conditions
7.1 It is expressly understood by the parties, that if a settlement
of the pending litigation between SALTEL and CTE is reached,
World Wide will receive the benefits of not paying any of the
interest payments otherwise agreed to herein; and if any amounts
had previously been paid, it will be deducted from future
payments.
7.2 Similarly, it is understood that upon the sale of substantial all
of SALTEL to any third parties the point to point licenses
detailed previously will be transferred automatically to World
Wide or its designee.
7.3 Both parties declare their intent to broaden their operations
throughout the rest of the countries of Central America, in
accordance with subsequent agreements as to percentages of equity
participation in the form most equitable; it being understate
that the licenses and frequencies will be in the name of a
company designated by World Wide. SALTEL and/or its actual
shareholders, will have the option of subscribing to the shares
of the companies formed in the rest of Central America equal to
at least 10% of the capital stock of those companies.
In accordance with the foregoing, and with authorization to do so, this
document was executed and issued in the city of San Salvador, Republic
of El Salvador, as of the date first above written.
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