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EXHIBIT 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of September 30, 1998 between Nextel Argentina
S.R.L. (the "Borrower"); each of the Subsidiary Guarantors party to the Credit
Agreement referred to below (the "Subsidiary Guarantors"); the undersigned
lenders (the "Lenders"); and THE CHASE MANHATTAN BANK, as Administrative Agent
(the "Administrative Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of February 27,
1998 (as amended by Amendment No. 1 and Waiver dated as of May 8, 1998 and as
further modified, supplemented and in effect from time to time, the "Credit
Agreement") and wish to amend certain provisions of the Credit Agreement.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No.
2, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 hereof, the Lenders hereby agree that the
Credit Agreement shall be amended as follows:
A. References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be a
reference to the Credit Agreement as amended hereby.
B. Clauses (a), (b) and (d) of Section 7.08 of the Credit Agreement shall
be amended to read in their entirety as follows:
"(a) Leverage Ratio. The Borrower will not permit the Leverage Ratio to
exceed the following respective ratios at any time during the following
respective periods:
Period Ratio
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From June 30, 1999 8.20 to 1
through September 29, 1999
From September 30, 1999 5.00 to 1
through December 30, 1999
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From December 31, 1999 4.00 to 1
through March 30, 2000
From March 31, 2000 3.50 to 1
and at all times thereafter
(b) Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio to be less than the following respective ratios at any time
during the following respective periods:
Period Ratio
------ -----
From June 30, 1999 0.90 to 1
through September 29, 1999
From September 30, 1999 1.50 to 1
through December 30, 1999
From December 31, 1999 1.90 to 1
through March 30, 2000
From March 31, 2000 2.40 to 1
through June 29, 2000
From June 30, 2000 2.75 to 1
through September 29, 2000
From September 30, 2000 3.00 to 1
and at all times thereafter
(d) Minimum Subscribers. Unless and until at any time after June 30, 1999
the Leverage Ratio shall have been less than 9.00 to 1 for a period of at
least two consecutive quarters, the Borrower will not permit the aggregate
number of Subscribers to be less than the following respective numbers for
the following respective periods:
Period Subscribers
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From September 30, 1998 15,000
through December 30, 1998
From December 31, 1998 27,500
through March 30, 1999
From March 31, 1999 39,000
through June 29, 1999
From June 30, 1999 49,000
through September 29, 1999
From September 30, 1999 60,080
through December 30, 1999
From December 31, 1999 72,000
through March 30, 2000
From March 31, 2000 82,000
through June 29, 2000
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From June 30, 2000 97,000
through September 29, 2000
From September 30, 2000 112,000
through December 30, 2000
From December 31, 2000 128,000
through March 30, 2001
From March 31, 2001 160,000"
and at all times thereafter
Section 3. Conditions Precedent. The amendments to the Credit Agreement
set forth in Section 2 hereof shall become effective upon the execution (i) of
this Amendment No. 2 by each of the Borrower and Lenders constituting the
Required Lenders and (ii) of the Consent and Agreement set forth below by each
of the Relevant Parties.
Section 4. Miscellaneous. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 2 may be
executed in counterparts which, taken together, shall constitute a single
document and any of the parties hereto may execute this Amendment No. 2 by
signing any such counterpart. Terms defined in the Credit Agreement are used
herein as defined therein. This Amendment No. 2 shall be governed by and
construed in accordance with the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed as of the date and year first above written.
NEXTEL ARGENTINA S.R.L.
By /s/: XXXXXXX Xx XXXX
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Title: Treasury Manager
THE CHASE MANHATTAN BANK
By /s/: XXXXXX XXXXX XXXXX
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Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By
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Title:
By
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Title:
CREDIT SUISSE FIRST BOSTON
By /s/: XXXX X. XXXXXX
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Title: Director
By /s/: XXXXXX X. XXXXX
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Title: Director
SOCIETE GENERALE
By
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Title:
5
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/: XXXXXXX X. XXXXXX
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Title: Senior Vice President
& Director
KZH IV LLC
By /s/: XXXXXXXX XXXXXX
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Title: Authorized Agent
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/: XXXXXX XXXXX XXXXX
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Title: Vice President
CONSENT AND AGREEMENT
Each of the undersigned hereby (1) consents to the amendments provided for in
this Amendment 2, (2) agrees that each reference to the Credit Agreement in
each Loan Document (as defined in the Credit Agreement) to which it is a party
shall be a reference to the Credit Agreement as amended by this Amendment No. 2
and (3) confirms its obligations under each Loan Document to which it is a
party after giving effect to the amendments set forth in this Amendment No. 2.
NEXTEL INTERNATIONAL, INC.
By /s/: HENG-PIN KIANG
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Title: Vice President
NEXTEL INTERNATIONAL (ARGENTINA) LTD.
By /s/: HENG-PIN KIANG
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Title: Vice President
NEXTEL INTERNATIONAL (HOLDINGS) LTD.
By /s/: HENG-PIN KIANG
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Title: Vice President
