Exhibit 3
CREDIT SUISSE FIRST BOSTON (HONG KONG), LTD
22/F
Three Exchange Square
No. 8 Connaught Place
Central Hong Kong
Date: 3rd July, 2000
BY TELECOPIER AND
BY OVERNIGHT COURIER
To: THE PARTIES ON THE ATTACHED SCHEDULE
Ladies and Gentlemen:
Reference is made to (a) the Note Purchase Agreement dated as of October 15,
1999, made between Baleine Investment Holdings Limited ("Company"), Icon
Systems, Inc. ("Icon") and Credit Suisse First Boston (Hong Kong) Ltd. ("CS/Hong
Kong") (the "Note Purchase Agreement"), (b) the Pledge Agreement, dated as of
October 15, 1999, made between the Company, CS/Hong Kong, as Collateral Agent
and on behalf of the holders of Secured Notes, (c) the TTI Pledge Agreement
dated as of October 15, 1999 made between TTI Limited ("TTI"), CS/Hong Kong, as
Collateral Agent and on behalf of the holders of Secured Notes, (d) the
Collateral Agency Agreement dated as of October 15, 1999 made between the
Company, CS/Hong Kong, as Collateral Agent and on behalf of the holders of
Secured Notes, (e) the Guaranty and Subordination Agreement dated as of October
15, 1999 between TTI and CS/Hong Kong and (f) the letter agreement dated March
7, 2000 between CS/Hong Kong and Credit Suisse First Boston Corp. ("CS/NY"),
appointing CS/NY as a co-collateral agent (collectively, the "Facility
Documents"). Terms defined in the Note Purchase Agreement shall have the same
meaning when used in this Notice.
As you know, by letter dated June 13, 2000, CS/Hong Kong advised the Company
that various Events of Default had occurred and, in accordance with the Note
Purchase Agreement, declared the entire principal amount owed under the Facility
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Documents in the amount of US$38,045,334 to be immediately due and payable.
CS/Hong Kong further advised the Company that interest at the Default Rate has
accrued and will continue to accrue on the amounts due and interest accruing
thereon until full payment of all amounts due and owing CS/Hong Kong under the
Note Purchase Agreement and the other Facility Documents. Further, CS/Hong Kong
reserved the right to recover other charges and expenses (including, without
limitation, attorneys' fees and expenses and late payment fees). Exclusive of
interest accrued from June 15, 2000, the aggregate amount owed CS/Hong Kong
under the Facility Documents as of the date of this letter is US$38,115,056
(exclusive of late fees, attorneys' fees and other expenses). Despite demand,
the Company has failed to repay these amounts.
Please be advised that because the Company has continued to fail to pay to
CS/Hong Kong such amounts, CS/Hong Kong hereby notifies the Company, Icon, TTI,
Andisa Investments Limited ("Andisa") and Greymount Holdings Limited
("Greymount") that, pursuant to ss. 9-505 of the New York Uniform Commercial
Code, CS/Hong Kong intends to retain all collateral pledged under the Facility
Documents as security for payment of the Company's obligations to CS/Hong Kong
in full satisfaction of the obligations of the Company. The Collateral to be
retained includes all right, title and interest of the Company, TTI, Andisa, and
Greymount in, to or under the following:
1. US$2,000,000 aggregate principal amount of promissory notes
issued by PT Polysindo Eka Perkasa Tbk, as more particularly
identified on the schedule attached hereto as Exhibit A;
2. (pound)32 million (sterling) note issued by Prospero Investments
Limited in favor of the Company, a copy of which is attached
hereto as Exhibit B;
3. Shares of Icon Systems Inc. Common Stock, having CUSIP Numbers
448952-20-0, represented by certificate issued on January 20,
1999 evidencing 800,000 shares, certificate evidencing 5,100,000
shares and certificate evidencing 350,000 shares;
4. Shares of Coastal Group Limited common stock, represented by
certificate numbered 1078 evidencing 4,615,385 shares and
certificate numbered 1082 evidencing 20,782,967 shares; and
5. All proceeds, income and profits thereon, and all dividends (in
cash or specie) and other payments and distributions with respect
thereto and all securities and certificates therefore.
Credit Suisse First Boston (Hong Kong) Ltd.
By: /s/ Carsten Stoemr By: /s/ Illegible
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Name: Carsten Stoemr Name: Illegible
Title: Authorised Signatory Title: Authorised Signatory
2
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SCHEDULE OF ADDRESSEES
Baleine Investment Holdings Limited
POB 141
La Tonnelle House
Les Banques
St Sampson
Guernsey GY1 3HS
Attention: Mr. C. Sekar
Icon Systems Inc.
5th Floor
Northway House
1379 High Road
London, England N20 9LS
Attention: Mr. C. Sekar
Fax number: 020 8446 0555
Icon Systems Inc.
4848 South Highland Drive
#353, Salt Lake City
Utah 84117
USA
Attention: Mr. C. Sekar
TTI Limited
608 St James Court
St Denis Street
Port Louis
Mauritius
Fax number: (09230) 210 9001
Andisa Investments Limited
Greymount Holdings Limited
