SUBSIDIARY GUARANTY
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This SUBSIDIARY GUARANTY (as amended, supplemented, amended and
restated or otherwise modified from time to time, this "Guaranty"), dated as of
January 29, 1999, is made by each of the signatories hereto and each other
Person which may from time to time hereafter become a party hereto pursuant to
Section 5.5 (each, individually, an "Additional Guarantor", and, collectively,
the "Additional Guarantors", and, together with each of the signatories hereto,
each, individually, a "Guarantor", and, collectively, the "Guarantors"), in
favor of Bank of Montreal, as administrative agent (together with its
successor(s) thereto, in such capacity the "Administrative Agent") for each of
the Secured Parties (as defined below).
W I T N E S S E T H:
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WHEREAS, pursuant to a Credit Agreement, dated as of January 29, 1999
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Credit Agreement"), among Nextel Partners Operating Corp., a
Delaware corporation (the "Borrower"), the various financial institutions as
are or which may from time to time become parties thereto (each, individually,
a "Lender", and collectively, the "Lenders"), DLJ Capital Funding, Inc., as the
syndication agent, The Bank of New York, as the documentation agent and the
Administrative Agent, the Lenders and the Issuer have extended Commitments to
make Credit Extensions to the Borrower;
WHEREAS, as a condition precedent to the making of each Credit
Extension (including the initial Credit Extension) under the Credit Agreement,
each Guarantor is required to execute and deliver this Guaranty;
WHEREAS, each Guarantor has duly authorized the execution, delivery
and performance of this Guaranty; and
WHEREAS, it is in the best interests of each Guarantor to execute this
Guaranty inasmuch as such Guarantor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lenders and the Issuer pursuant to the Credit Agreement;
NOW THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, and in order to induce the Lenders and the Issuer
to make each Credit Extension (including the initial Credit Extension) to the
Borrower pursuant to the Credit Agreement, and to induce Secured Parties to
enter into Rate Protection Agreements, each Guarantor jointly and severally
agrees, for the benefit of each Secured Party, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):
"Additional Guarantor" and "Additional Guarantors" are defined in the
preamble.
"Administrative Agent" is defined in the preamble.
"Borrower" is defined in the first recital.
"Credit Agreement" is defined in the first recital.
"Guarantor" and "Guarantors" are defined in the preamble.
"Guaranty" is defined in the preamble.
"Lenders" is defined in the first recital.
"Secured Party" means, as the context may require, each Lender, the
Issuer and each Agent and each of their respective successors, transferees and
assigns.
SECTION 1.2 Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Guaranty,
including its preamble and recitals, have the meanings provided in the
Credit Agreement.
ARTICLE II
GUARANTY PROVISIONS
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SECTION 2.1. Guaranty. Each Guarantor hereby jointly and severally
absolutely, unconditionally and irrevocably
(a)guarantees the full and punctual payment when due, whether at
stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all Obligations of the Borrower and each other
Obligor, now or hereafter existing under the Credit Agreement, the
Notes, any Letter of Credit and each other Loan Document to which the
Borrower or such other Obligor is or may become a party, whether for
principal, interest, Reimbursement Obligations, fees, expenses or
otherwise (including all such amounts which would become due but for
the operation of the automatic stay under Section 362(a) of the United
States Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of
Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
U.S.C. ss.502(b) and ss.506(b)), and
(b) indemnifies and holds harmless each Secured Party and each
holder of a Note for any and all costs and expenses (including
reasonable attorneys' fees and expenses) incurred by such Secured
Party or such holder, as the case may be, in enforcing any rights
under this Guaranty;
provided, however, that each Guarantor shall be liable under this Guaranty only
for the maximum amount of such liability that can be hereby incurred without
rendering this Guaranty, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount. This Guaranty constitutes a guaranty of payment
when due and not of collection, and each Guarantor specifically agrees that it
shall not be necessary or required that any Secured Party or any holder of any
Note exercise any right, assert any claim or demand or enforce any remedy
whatsoever against the Borrower or any other Obligor (or any other Person)
before or as a condition to the obligations of such Guarantor hereunder.
SECTION 2.2. Acceleration of Guaranty. Each Guarantor agrees that, in
the event of any Default of the nature set forth in clauses (a) through (d) of
Section 8.1.9 of the Credit Agreement, and if such event shall occur at a time
when any of the Obligations of the Borrower and each other Obligor may not then
be due and payable, such Guarantor jointly and severally agrees that it will
pay to the Lenders forthwith the full amount which would be payable hereunder
by such Guarantor if all such Obligations were then due and payable.
SECTION 2.3. Guaranty Absolute, etc. This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of
payment, and shall remain in full force and effect until all Obligations of the
Borrower and each other Obligor have been paid in full in cash, all obligations
of each Guarantor hereunder
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shall have been paid in full in cash, all Letters of Credit have been
terminated or expired, all Rate Protection Agreements have been terminated and
all Commitments shall have terminated. Each Guarantor guarantees that the
Obligations of the Borrower and each other Obligor will be paid strictly in
accordance with the terms of the Credit Agreement, the Notes and each other
Loan Document under which they arise, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of any Secured Party or any holder of any Note with respect
thereto. The liability of each Guarantor under this Guaranty shall be joint and
several, and shall be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of the
Credit Agreement, any Note or any other Loan Document;
(b) the failure of any Secured Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right
or remedy against the Borrower, any other Obligor or any other
Person (including any other guarantor (including any Guarantor))
under the provisions of the Credit Agreement, any Note, any
other Loan Document or otherwise, or
(ii) to exercise any right or remedy against any other
guarantor (including any Guarantor) of, or collateral securing,
any Obligations of the Borrower or any other Obligor;
(c) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations of the Borrower or
any other Obligor, or any other extension, compromise or renewal of
any Obligation of the Borrower or any other Obligor;
(d) any reduction, limitation, impairment or termination of any
Obligations of the Borrower or any other Obligor for any reason,
including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and each Guarantor hereby
waives any right to or claim of) any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity,
illegality, nongenuineness, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any Obligations of the
Borrower, any other Obligor or otherwise;
(e) any amendment to, rescission, waiver, or other modification
of, or any consent to departure from, any of the terms of the Credit
Agreement, any Note or any other Loan Document;
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(f) any addition, exchange, release, surrender or non-perfection
of any collateral, or any amendment to or waiver or release or
addition of, or consent to departure from, any other guaranty, held by
any Secured Party or any holder of any Note securing any of the
Obligations of the Borrower or any other Obligor; or
(g) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, the
Borrower, any other Obligor, any surety or any guarantor.
SECTION 2.4. Reinstatement, etc. Each Guarantor agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Obligations is
rescinded or must otherwise be restored by any Secured Party or any holder of
any Note, upon the insolvency, bankruptcy or reorganization of the Borrower or
any other Obligor or otherwise, all as though such payment had not been made.
SECTION 2.5. Waiver, etc. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrower or any other Obligor and this Guaranty and any
requirement that the Administrative Agent, any other Secured Party or any
holder of any Note protect, secure, perfect or insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action
against the Borrower, any other Obligor or any other Person (including any
other guarantor) or entity or any collateral securing the Obligations of the
Borrower or any other Obligor, as the case may be.
SECTION 2.6. Postponement of Subrogation, etc. Each Guarantor hereby
agrees that it will not exercise any rights which it may acquire by way of
subrogation under this Guaranty, by any payment made hereunder or otherwise,
until the prior payment in full in cash, of all Obligations of the Borrower and
each other Obligor, the termination or expiration of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments. Any amount paid to any Guarantor on account of any such
subrogation rights prior to the payment in full in cash of all Obligations of
the Borrower and each other Obligor shall be held in trust for the benefit of
the Secured Parties and each holder of a Note and shall immediately be paid to
the Secured Parties and each holder of a Note and credited and applied against
the Obligations of the Borrower and each other Obligor, whether matured or
unmatured, in accordance with the terms of the Credit Agreement; provided,
however, that if
(a) such Guarantor has made payment to the Secured Parties and
each holder of a Note of all or any part of the Obligations of the
Borrower and each other Obligor, and
(b) all Obligations then due of the Borrower and each other
Obligor have
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been paid in full in cash, all Letters of Credit have been terminated
or expired, all Rate Protection Agreements have been terminated and
all Commitments have been permanently terminated,
each Secured Party and each holder of a Note agrees that, at such Guarantor's
request, the Secured Parties and the holders of the Notes, will execute and
deliver to such Guarantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation
to such Guarantor of an interest in the Obligations of the Borrower and each
other Obligor resulting from such payment by such Guarantor. In furtherance of
the foregoing, for so long as any Obligations, Letters of Credit, Rate
Protection Agreements or Commitments remain outstanding, each Guarantor shall
refrain from taking any action or commencing any proceeding against the
Borrower or any other Obligor (or any of their respective successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amount in respect of any payment made under this Guaranty to any
Secured Party or any holder of a Note.
SECTION 2.7. Right of Contribution. Each Guarantor hereby agrees that
to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek
and receive contribution from and against any other Guarantor hereunder who has
not paid its proportionate share of such payment. Each Guarantor's right of
contribution shall be subject to the terms and conditions of Section 2.6. The
provisions of this Section 2.7 shall in no respect limit the obligations and
liabilities of any Guarantor to the Administrative Agent and each other Secured
Party, and each Guarantor shall remain liable to the Administrative Agent and
each other Secured Party for the full amount by such Guarantor hereunder.
SECTION 2.8. Successors, Transferees and Assigns; Transfers of Notes,
etc. This Guaranty shall:
(a) be binding upon each Guarantor, and its successors,
transferees and assigns; and
(b) inure to the benefit of and be enforceable by the
Administrative Agent and each other Secured Party.
Without limiting the generality of clause (b), any Lender may assign or
otherwise transfer (in whole or in part) any Note or Credit Extension held by
it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document (including this Guaranty) or otherwise,
subject, however, to any contrary provisions in such assignment or transfer,
and to the provisions of Section 10.11 and Article IX of the
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Credit Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Representations and Warranties. Each Guarantor hereby
represents and warrants for itself unto each Secured Party as to all matters
contained in Article VI of the Credit Agreement and this Article III, in each
case insofar as applicable to such Guarantor or such Guarantor's properties,
together with all related definitions and ancillary provisions, all of which
are hereby incorporated into this Article III as though specifically set forth
herein.
SECTION 3.2. Organization, etc. Each Guarantor and each of its
Subsidiaries (a) is a corporation or partnership validly organized and existing
and in good standing under the laws of the jurisdiction of its incorporation or
formation, is duly qualified to do business and is in good standing as a
foreign corporation or partnership under the laws of each jurisdiction where
the nature of its business requires such qualification, and (b) has full power
and authority and holds all requisite governmental licenses, permits and other
approvals to (i) enter into and perform its obligations in connection with the
Transaction and under this Guaranty and each other Loan Document to which it is
a party and (ii) own and hold under lease its property and to conduct its
business substantially as currently conducted by it.
SECTION 3.3. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each Guarantor and each of its Subsidiaries of this
Guaranty and each other Loan Document executed or to be executed by it, and,
where applicable, each such Guarantor's and each such other Obligor's
participation in the consummation of the Transaction, are within such
Guarantor's and such other Obligor's corporate or partnership powers, have been
duly authorized by all necessary corporate or partnership action, and do not
contravene such Guarantor's or such other Obligor's Organic Documents,
contravene any contractual restriction, law or governmental regulation or court
decree or order binding on or affecting such Guarantor or such other Obligor,
or result in, or require the creation or imposition of, any Lien on any of such
Guarantor's or such other Obligor's properties, except pursuant to the terms of
a Loan Document.
SECTION 3.4. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due
execution, delivery or performance by any Guarantor or any of its Subsidiaries
of this Guaranty or any other Loan Document to which it is a party, or for such
Guarantor's or such other Obligor's
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participation in the consummation of the Transaction, except as have been duly
obtained or made and are in full force and effect. No Guarantor or any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.
SECTION 3.5. Validity, etc. This Guaranty and each other Loan Document
executed, or to be executed, by any Guarantor or any of its Subsidiaries, as
the case may be, constitutes, or will on the due execution and delivery thereof
constitute, the legal, valid and binding obligations of such Guarantor or such
other Obligor enforceable in accordance with their respective terms.
ARTICLE IV
COVENANTS, ETC.
SECTION 4.1. Covenants. Each Guarantor covenants and agrees that,
until all Letters of Credit have terminated or expired, all Rate Protection
Agreements have terminated, all Commitments have terminated, all Obligations
have been paid in full in cash and all obligations of such Guarantor hereunder
shall have been paid in full in cash, such Guarantor will, and will cause each
of its Subsidiaries to, perform, comply with and be bound by all the
agreements, covenants and obligations contained in the Credit Agreement
applicable to such Guarantor, such Subsidiary or their respective properties.
Each such agreement, covenant and obligation contained in the Credit Agreement
and all related definitions and ancillary provisions are hereby incorporated
into this Guaranty as though specifically set forth herein.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1. Loan Document. This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.
SECTION 5.2. Binding on Successors, Transferees and Assigns;
Assignment. In addition to, and not in limitation of, Section 2.8, this
Guaranty shall be binding upon each Guarantor and its successors, transferees
and assigns and shall inure to the
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benefit of and be enforceable by each Secured Party and each holder of a Note
and their respective successors, transferees and assigns (to the fullest extent
provided pursuant to Section 2.8); provided, however, that no Guarantor may
assign any of its obligations hereunder without the prior written consent of
all Lenders.
SECTION 5.3. Amendments, etc. No amendment to or waiver of any
provision of this Guaranty, nor consent to any departure by any Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent (on behalf of the Lenders or the
Required Lenders, as the case may be) and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
SECTION 5.4. Notices. All notices and other communications provided to
any party hereunder shall be in writing and mailed or telecopied or delivered,
if to a Guarantor, to such Guarantor in care of the Borrower at the address of
the Borrower specified in the Credit Agreement, and, if to the Administrative
Agent, to the Administrative Agent at the address of the Administrative Agent
specified in the Credit Agreement, or as to any party, at such other address as
shall be designated by such party in a written notice to the Administrative
Agent or the Guarantors (in care of the Borrower), as the case may be,
complying as to delivery with the terms of this Section. All such notices and
other communications, if mailed and properly addressed with postage prepaid or
if properly addressed and sent by pre-paid courier service, shall be deemed
given when received; any such notice or communication, if transmitted by
facsimile, shall be deemed given when the confirmation thereof is received by
the transmitter.
SECTION 5.5. Additional Guarantors. Upon the execution and delivery by
any other Person of an instrument in the form of Annex I hereto, such Person
shall become a "Guarantor" hereunder with the same force and effect as if
originally named as a Guarantor herein. The execution and delivery of any such
instrument shall not require the consent of any other Guarantor hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this
Guaranty.
SECTION 5.6. No Waiver; Remedies. In addition to, and not in
limitation of, Section 2.3 and Section 2.5, no failure on the part of any
Secured Party or any holder of a Note to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 5.7. Captions. Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.
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SECTION 5.8. Setoff. In addition to, and not in limitation of, any
rights of any Secured Party or any holder of a Note under applicable law, each
Secured Party and each such holder shall, upon the occurrence of any Default
described in any of clauses (a) through (d) of Section 8.1.9 of the Credit
Agreement or, with the consent of the Required Lenders, upon the occurrence of
any Event of Default, have the right to appropriate and apply to the payment of
the obligations of any Guarantor owing to it hereunder, whether or not then
due, and such Guarantor hereby grants to each Secured Party and each such
holder a continuing security interest in any and all balances, credits,
deposits, accounts or moneys of such Guarantor then or thereafter maintained
with such Secured Party, or such holder or any agent or bailee for such Secured
Party or such holder; provided, however, that any such appropriation and
application shall be subject to the provisions of Section 4.8 of the Credit
Agreement.
SECTION 5.9. Severability. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.
SECTION 5.10. Governing Law, Entire Agreement, etc. THIS GUARANTY
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF NEW YORK. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE
THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.
SECTION 5.11. Forum Selection and Consent to Jurisdiction . ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY SECURED PARTY
OR ANY GUARANTOR RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
(TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF
NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, IN EACH CASE LOCATED IN XXX XXXX XXXXXX XX XXX XXXXX XX XXX XXXX;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH GUARANTOR HEREBY EXPRESSLY AND
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IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
IN EACH CASE LOCATED IN NEW YORK COUNTY OF THE STATE OF NEW YORK, FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH
GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW) SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE
OTHER LOAN DOCUMENTS.
SECTION 5.12. Waiver of Jury Trial . EACH GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH, THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE SECURED PARTIES OR ANY GUARANTOR. EACH GUARANTOR ACKNOWLEDGES AND AGREES
THAT EACH SUCH PERSON HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH SUCH
PERSON IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
SECURED PARTIES ENTERING INTO THE CREDIT AGREEMENT AND EACH SUCH OTHER LOAN
DOCUMENT.
SECTION 5.13. Counterparts. This Guaranty may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
NEXTEL PARTNERS OF FLORIDA, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
NEXTEL PARTNERS OF KENTUCKY, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
NEXTEL PARTNERS OF LOUISIANA, INC., a
Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
NEXTEL PARTNERS OF MIDWEST, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
NCPR, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, General Counsel and Secretary
NEXTEL PARTNERS OF PA, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
NEXTEL PARTNERS OF SOUTHWEST, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
NEXTEL PARTNERS OF TEXAS, INC., a
Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
NEXTEL PARTNERS OF UPSTATE NEW YORK,
INC., a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Tide: Treasurer
NEXTEL PARTNERS OF WISCONSIN, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
NEXTEL WIP LEASE CORP., a
Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer and Treasurer
ACCEPTED BY:
BANK OF MONTREAL, as
Administrative Agent
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Director
