1
EXHIBIT 10.7
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of June 20, 2000 between Nextel Argentina S.R.L.
(the "Borrower") and the parties below the title "Lenders" on the signature
pages hereof (the "Lenders").
The Borrower, the Subsidiary Guarantors named therein, the Lenders and The
Chase Manhattan Bank, as 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, Amendment No. 2 dated as of September 30, 1998, Amendment No. 3
dated as of May 12, 1999, Amendment No. 4 dated as of December 8, 1999 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. 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 3 hereof, the Lenders hereby agree that the
Credit Agreement shall be amended as follows:
2.01. Definitions. The definition of "Equity Capital" in Section 1.01 of
the Credit Agreement is hereby amended to read in its entirety as follows:
"Equity Capital" means (i) the amount of cash consideration paid to
the Borrower in exchange for newly-issued Capital Stock of the Borrower,
(ii) the amount of any irrevocable contribution of cash to the Borrower in
respect of its Capital Stock made by any then-existing equityholder, (iii)
the value of equipment contributed directly or indirectly through the
Parent by the Parent Shareholder to the Borrower, in respect of its Capital
Stock, so long as such equipment is newly manufactured and has been
purchased by the Parent Shareholder from third party vendor(s), not an
Affiliate, within 30 days prior to the date of delivery of such equipment
to the Borrower and (iv) the value of payments made by the Parent
Shareholder to third party vendors in respect of software, software design
and software licensing utilized by the Borrower and its Subsidiaries and
set forth in a certification to such effect delivered to the Administrative
Agent and signed jointly by an officer of the Parent Shareholder and the
Borrower, provided that the aggregate amount of such payments during any
single fiscal year that may be treated as Equity Capital shall not exceed
U.S. $3.000,000. For purposes hereof, the value of any equipment
contributed to the Borrower as contemplated by the foregoing clause (iii)
shall be valued at the purchase price therefor reflected on the invoice of
the respective vendor,
Amendment No. 5
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and the value of any software, software design and software licensing
referred to in the foregoing clause (iv) shall be the amount thereof
determined in good faith as being properly allocable to the Borrower and
its Subsidiaries as set forth in the officers' certificate referred to in
said clause (iv).
2.02. Financial Covenants. Section 7.08 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"SECTION 7.08. Certain Financial Covenants.
(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
------ -----
From March 31, 2002
through June 29, 2002 22.00 to 1
From June 30, 2002
through September 29, 2002 10.00 to 1
From September 30, 2002
through December 30, 2002 5.50 to 1
From December 31, 2002
and at all times hereafter 3.50 to 1
(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 March 31, 2002
through June 29, 2002 0.30 to 1
From June 30, 2002
through September 29, 2002 0.65 to 1
From September 30, 2002
through December 30, 2002 1.20 to 1
From December 31, 2002
and at all times hereafter 2.00 to 1
(c) Capital Expenditures. The Borrower will not permit the aggregate
cumulative amount of Capital Expenditures by the Borrower and its
Subsidiaries for any period commencing on January 1, 1999 and ending on any
of the dates set forth below to exceed
Amendment No. 5
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the following respective amount set forth below opposite such date (as such
amounts shall be adjusted in accordance with the proviso set forth below):
Date Cumulative Amount
---- -----------------
December 31, 1999 U.S. $ 58,700,000
December 31, 2000 U.S. $150,000,000
December 31, 2001 U.S. $195,000,000
December 31, 2002 U.S. $220,000,000
March 31, 2003 U.S. $225,000,000
provided that (i) the Borrower may irrevocably reduce the aggregate
permitted amount of cumulative Capital Expenditures as at any date by
delivery to the Administrative Agent and each Lender of a notice (which
shall be titled "Notice of Capital Expenditure Reduction") specifying a new
reduced permitted amount of Capital Expenditures as at such date and (ii)
the Borrower may permit the aggregate amount of Capital Expenditures to
exceed the respective amounts set forth above (or as reduced pursuant to
the foregoing clause (i)) to the extent that investments are made in the
Equity Capital of the Borrower pursuant to the Capital Subscription
Agreement in an aggregate amount equal to such excess amounts (in addition
to the amounts of Equity Capital required to be invested pursuant to
Section 7.08(f) and contributed pursuant to Section 7.08(g)).
(d) Minimum Subscribers. The Borrower will not permit the aggregate
number of Subscribers to be less than the following respective numbers for
the following respective periods:
Minimum Number
Period of Subscribers
------ --------------
From March 31, 2000
through June 29, 2000 60,000
From June 30, 2000
through September 29, 2000 70,000
From September 30, 2000
through December 30, 2000 80,000
From December 31, 2000
through March 30, 2001 92,000
From March 31, 2001
through June 29, 2001 102,000
Amendment No.5
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Minimum Number
Period of subscribers
------ --------------
From June 30, 2001
through September 29, 2001 116,000
From September 30, 2001
through December 30, 2001 131,000
From December 31, 2001
through March 30, 2002 147,000
From March 31, 2002
through June 29, 2002 164,000
From June 30, 2002
through September 29, 2002 181,000
From September 30, 2002
through December 30, 2002 199,000
From December 31, 2002
and at all times thereafter 218,000
(e) Minimum Revenues. The Borrower will not permit the aggregate
amount of the revenues of the Borrower and its Subsidiaries from the
operation of its network system for any period of four consecutive quarters
ending during the following respective periods to be less than the
following respective amounts:
Period Amount
------ ------
From March 31, 2000
through June 29, 2000 U.S.$40,000,000
From June 30, 2000
through September 29, 2000 U.S.$48,000,000
From September 30, 2000
through December 30, 2000 U.S.$55,000,000
From December 31, 2000
through March 30, 2001 U.S.$62,000,000
From March 31, 2001
through June 29, 2001 U.S.$69,000,000
From June 30, 2001
through September 29, 2001 U.S.$78,000,000
Amendment Xx.0
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Xxxxxx Xxxxxx
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From September 30, 2001
through December 30, 2001 U.S.$ 88,000,000
From December 31, 2001
through March 30, 2002 U.S.$ 98,000,000
From March 31, 2002
through June 29, 2002 U.S.$110,000,000
From June 30, 2002
through September 29, 2002 U.S.$123,000,000
From September 30, 2002
through December 30, 2002 U.S.$136,000,000
From December 31, 2002
and at all times hereafter U.S.$150,000,000
(f) Equity Contributions. By each of the dates set forth below, as
more particularly provided in Section 2 of the Capital Subscription
Agreement, the aggregate amount of investments in the Equity Capital of the
Borrower (together with funds on deposit in the Equity Contribution
Account) made by the Parent on or after January 1, 1999 shall be in a
cumulative amount at least equal to the amount as set forth below opposite
such dates (as such amounts shall be adjusted in accordance with the
proviso set forth below; such amounts including the amount of Equity
Capital contributed on or after January 1, 1999 but prior to the Amendment
No. 3 Effective Date, but excluding any Equity Capital permitted to be
contributed pursuant to Section 7.08(g)):
Date Amount
---- ------
Amendment No. 3 Effective Date U.S.$ 65,500,000
December 31, 1999 U.S.$ 83,500,000
March 31, 2000 U.S.$ 90,500,000
June 30, 2000 U.S.$135,000,000
September 30, 2000 U.S.$180,000,000
December 31, 2000 U.S.$218,000,000
March 31, 2001 U.S.$242,000,000
June 30, 2001 U.S.$275,000,000
September 30, 2001 U.S.$306,000,000
Amendment No.5
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Date Amount
---- ------
December 31, 2001 U.S.$328,000,000
March 31, 2002 U.S.$346,000,000
June 30, 2002 U.S.$362,000,000
September 30, 2002 U.S.$406,000,000
December 31, 2002 U.S.$445,000,000
provided that the amount set forth above for any date shall be reduced or
increased by the amounts set forth below in the event any of the following
conditions shall be met (reductions and increases in the following clauses
(i) and (ii) each to be independent of the other):
(i) in the event that the Borrower shall elect to reduce the
cumulative permitted amount of Capital Expenditures through any
December 31 as contemplated by clause (i) of Section 7.08(c) by
sending a "Notice of Capital Expenditure Reduction" to the
Administrative Agent and the Lenders as provided therein, then the
amount of required New Equity Contributions as at said December 31 and
each date set forth in the schedule above after such December 31 shall
be reduced by an equivalent amount; and
(ii) in the event that the cumulative amount of EBITDA for the
period (treated for these purposes as a single accounting period)
commencing on January 1, 2000 through and including the fiscal quarter
ending on any date set forth in the schedule below shall (x) be
greater than the projected EBITDA for such period set forth in the
schedule below, then the amount of required New Equity Contributions
as at said date and each date set forth in the schedule above after
such date shall be reduced by an equivalent amount and (y) be less
than the projected EBITDA for such period set forth in the schedule
below, then the amount of required New Equity Contributions as at said
date and each date set forth in the schedule above after such date
shall be increased by an equivalent amount:
Period Ending Amount
------------- ------
March 31, 2000 U.S.$ (3,653,390)
June 30, 2000 U.S.$(12,113,100)
September 30, 2000 U.S.$(17,449,154)
December 31, 2000 U.S.$(22,606,002)
March 31, 2001 U.S.$(25,675,686)
Amendment No.5
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Period Ending Amount
------------- ------
June 30, 2001 U.S.$(27,151,089)
September 30, 2001 U.S.$(27,333,601)
December 31, 2001 U.S.$(26,306,524)
March 31, 2002 U.S.$(24,903,776)
June 30, 2002 U.S.$(21,556,744)
September 30, 2002 U.S.$(16,236,247)
December 31, 2002 U.S.$ (8,771,888)
(g) Cure of Event of Default. Without limiting the obligations of the
Borrower under Sections 7.08(a), (b) and (e), a breach by the Borrower as
of the last day of any fiscal quarter or any fiscal year of its obligations
under said Sections shall not constitute an Event of Default hereunder
until the date (the "Cut-Off Date") which is the earlier of the date thirty
days after (a) the date the financial statements for the Borrower and its
Subsidiaries with respect to such fiscal quarter or fiscal year, as the
case may be, are delivered pursuant to Section 6.01(a) or 6.01(b) or (b)
the latest date on which such financial statements are required to be
delivered pursuant to Section 6.01(a) or 6.01(b), provided that, if
following the last day of such fiscal quarter or fiscal year and prior to
the Cut-Off Date, the Borrower shall have received Equity Contributions in
an amount sufficient to bring the Borrower into compliance with said
Sections 7.08(a), (b) and (e), assuming that the Leverage Ratio, Interest
Coverage Ratio or amount of the revenues (as the case may be), as of the
last day of such fiscal quarter or fiscal year, as the case may be, were
recalculated by adding the amount of such Equity Contributions to (i) the
denominator of the Leverage Ratio (after giving effect to the
multiplication set forth in the definition thereof), (ii) the numerator of
the Interest Coverage Ratio (after giving effect to the multiplication set
forth in the definition thereof) or (iii) the amount of the revenues of the
Borrower and its Subsidiaries, then such breach or breaches shall be deemed
to have been cured; provided, further, that breaches of Sections 7.08(a),
(b) or (e) hereof may not be deemed to be cured pursuant to this Section
7.08(g) (x) more than twice during the term of this Agreement or (y) during
consecutive fiscal quarters."
Section 3. Conditions Precedent. The amendments to the Credit Agreement set
forth in Section 2 hereof shall become effective upon the date (the "Amendment
No. 5 Effective Date") on which the following conditions are satisfied, each to
the satisfaction of the Administrative Agent:
(a) Execution. This Amendment No. 5 shall have been duly executed and
delivered by each of the Borrower and the Lenders constituting the Required
Lenders, and the Consent and Agreement to Amendment set forth on the
signature pages below by each of the Relevant Parties shall have been duly
executed and delivered by each of the Relevant Parties.
Amendment No. 5
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(b) Capital Subscription Agreement. An Amendment No. 1 to the Capital
Subscription Agreement, in substantially the form of Exhibit A hereto,
shall have been duly executed and delivered by the Parent Shareholder, the
Parent and the Borrower.
(c) Payment of Fees. The Borrower shall have paid such fees as the
Borrower shall have agreed to pay to any Lender or the Administrative Agent
in connection herewith, including (i) a non-refundable amendment fee in an
amount equal to 1/8 of 1% of the aggregate Commitments and outstanding
Loans (without duplication) of such Lender, for each Lender that executes
and delivers this Amendment No. 5 on or before June 20, 2000, and (ii) the
reasonable fees and expenses of Milbank, Tweed, Xxxxxx &McCloy LLP, special
New York counsel to Chase and Xxxxx Xxxxx, Grondona, Benites, Xxxxxxx &
Martinez de Hoz, special Argentine counsel to Chase, in connection with the
negotiation, preparation, execution and delivery of this Amendment No. 5.
(d) Opinions of Counsel. The Administrative Agent shall have received
the following favorable written opinions (addressed to the Administrative
Agent and the Lenders and dated the Amendment No. 5 Effective Date) with
respect to Amendment No. 1 to the Capital Subscription Agreement (it being
understood that portions of such opinion may be given by the respective
inside general counsel for one or more of the Relevant Parties); the
Borrower and each of the Relevant Parties, as applicable, hereby requests
such counsel to deliver such opinion:
(i) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special New York
counsel for the Relevant Parties;
(ii) an opinion of each of M. & X. Xxxxxxx, special Argentine
counsel for the Borrower; and
(iii) an opinion of Xxxxxx and Xxxxxx, special Cayman Islands
counsel for the Parent.
(e) Truth of Representations and Absence of Defaults. The
representations and warranties of each Obligor set forth in the Credit
Agreement and of each Relevant Party in the other Loan Documents shall be
true and correct on the Amendment No. 5 Effective Date (or, if such
representation or warranty is given as to a specific date, such
representation or warranty shall have been true and correct as of such
specific date), and no Default shall have occurred and be continuing, in
each case after giving effect to this Amendment No. 5, and the
Administrative Agent shall have received a certificate to such effect from
a Financial Officer.
Section 4. Miscellaneous. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 5 may be
executed in counterparts which, taken together, shall constitute a single
document and any of the parties hereto may execute this Amendment No. 5 by
signing any such counterpart. Terms defined in
Amendment No. 5
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the Credit Agreement are used herein as defined therein. This Amendment No. 5
shall be governed by and construed in accordance with the law of the State of
New York.
Amendment No. 5
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
be duly executed as of the date and year first above written.
NEXTEL ARGENTINA S.R.L.
By
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Title:
Lenders
THE CHASE MANHATTAN BANK
By
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Title:
ING BANK N.V., CURACAO BRANCH
By
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Title:
By
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Title:
CREDIT SUISSE FIRST BOSTON
By
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Title:
By
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Title:
Amendment Xx. 0
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00
XXXXXXX XXXXXXXX
By
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Title:
XXX XXXXXX PRIME RATE INCOME TRUST
(formerly known as Xxx Xxxxxx
American Capital Prime Rate Income
Trust)
By
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Title:
MOTOROLA CREDIT CORPORATION
By
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Title:
Amendment No. 5
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CONSENT AND AGREEMENT TO AMENDMENT
Each of the undersigned hereby (1) consents to the amendments provided for
in this Amendment No. 5, (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. 5 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. 5.
NEXTEL INTERNATIONAL, INC.
By
-----------------------------------
Title:
NEXTEL INTERNATIONAL (ARGENTINA) LTD.
By
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Title:
NEXTEL INTERNATIONAL (HOLDINGS) LTD.
By
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Title:
Amendment Xx. 0
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XXXXXXX X
XXXXXXXXX XX. 0 TO THE AMENDED AND RESTATED
CAPITAL SUBSCRIPTION AGREEMENT
AMENDMENT NO. 1 dated as of June 20, 2000, made by and among (i) NEXTEL
ARGENTINA S.R.L. (the "Borrower"), a sociedad de responsabilidad limitada
organized under the laws of Argentina, (ii) NEXTEL INTERNATIONAL (ARGENTINA),
LTD. (the "Parent"), a company incorporated under the laws of the Cayman
Islands, and (iii) NEXTEL INTERNATIONAL, INC. (the "Parent Shareholder"), a
corporation organized under the laws of the State of Washington, United States
of America.
The Borrower, the Parent and the Parent Shareholder are parties to a
Capital Subscription Agreement dated as of March 17, 1998 (as amended and
restated by the Amended and Restated Capital Subscription Agreement dated as of
May 12, 1999 and as further modified, supplemented and in effect from time to
time, the "Capital Subscription Agreement") and wish to amend certain provisions
of the Capital Subscription 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. Amendments.
1.01. Definitions. The definition of "Equity Contribution" in Section 1 of
the Capital Subscription Agreement is hereby amended to read in its entirety as
follows:
"Equity Contribution" means, as to any Person (i) the amount of cash
consideration paid to such Person in exchange for newly-issued Capital
Stock of such Person, (ii) the amount of any contribution of cash to such
Person in respect of its Capital Stock made by any then-existing
equityholder, (iii) in the case of the Borrower, the value of equipment
contributed to the Parent by the Parent Shareholder, and to the Borrower by
the Parent, in respect of its capital stock, so long as such equipment is
newly manufactured and has been purchased by the Parent Shareholder from
third party vendor(s), not an Affiliate, within 30 days prior to the date
of delivery of such equipment to the Borrower and (iv) the value of
payments made by the Parent Shareholder to third party vendors in respect
of software, software design and software licensing utilized by the
Borrower and its Subsidiaries and set forth in a certification to such
effect delivered to the Administrative Agent and signed jointly by an
officer of the Parent Shareholder and the Borrower, provided that the
aggregate amount of such payments during any single fiscal year that may be
treated as Equity Contributions shall not exceed U.S. $3,000,000. For
purposes hereof, the value of any equipment contributed to the Parent and
the Borrower as contemplated by the foregoing clause (iii) shall be valued
at the purchase price therefor reflected on the invoice of the respective
vendor, and the value of any software, software design and software
licensing referred to in the foregoing clause
Amendment No. 1 to Capital Subscription Agreement
14
(iv) shall be the amount thereof determined in good faith as being
properly allocable to the Borrower and its Subsidiaries as set forth in the
officers' certificate referred to in said clause (iv).
1.02. New Equity Contributions. Section 2(c) of the Capital Subscription
Agreement is hereby amended to read in its entirety as follows:
"(c) New Equity Contributions. The Parent Equity Holders shall make
additional Equity Contributions to the Parent, by remitting the same in
U.S. Dollars and in immediately available funds to the Equity Contribution
Account or, alternatively, by contributing equipment as permitted by clause
(iii) of the definition of "Equity Contribution" in Section 1 (all such
additional Equity Contributions to the Parent being herein referred to as
the "New Equity Contributions"), from time to time as herein provided, to
the extent necessary so that the aggregate amount of (x) the Pre-Closing
Equity Contributions, plus (y) the New Equity Contributions, so made in the
Parent on or before the dates set forth below shall each be equal to or
greater than the respective amounts set forth below beside such dates (as
such amounts shall be adjusted in accordance with the proviso set forth
below):
Date Amount
---- ------
Amendment No. 3 Effective Date U.S.$ 65,500,000
December 31, 1999 U.S.$ 83,500,000
March 31, 2000 U.S.$ 90,500,000
June 30, 2000 U.S.$135,000,000
September 30, 2000 U.S.$180,000,000
December 31, 2000 U.S.$218,000,000
March 31, 2001 U.S.$242,000,000
June 30, 2001 U.S.$275,000,000
September 30, 2001 U.S.$306,000,000
December 31, 2001 U.S.$328,000,000
March 31, 2002 U.S.$346,000,000
June 30, 2002 U.S.$362,000,000
September 30, 2002 U.S.$406,000,000
Amendment No. 1 to Capital Subscription Agreement
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Date Amount
---- ------
December 31, 2002 U.S.$445,000,000
provided that the amount set forth above for any date shall be reduced or
increased by the amounts set forth below in the event any of the following
conditions shall be met (reductions and increases in the following clauses
(i) and (ii) each to be independent of the other):
(i) in the event that the Borrower shall elect to reduce the
cumulative permitted amount of Capital Expenditures through any
December 31 as contemplated by clause (i) of Section 7.08(c) of the
Credit Agreement by sending a "Notice of Capital Expenditure
Reduction" to the Administrative Agent and the Lenders as provided
therein, then the amount of required New Equity Contributions as at
said December 31 and each date set forth in the schedule above after
such December 31 shall be reduced by an equivalent amount; and
(ii) in the event that the cumulative amount of EBITDA for the
period (treated for these purposes as a single accounting period)
commencing on January 1, 2000 through and including the fiscal quarter
ending on any date set forth in the schedule below shall (x) be
greater than the projected EBITDA for such period set forth in the
schedule below, then the amount of required New Equity Contributions
as at said date and each date set forth in the schedule above after
such date shall be reduced by an equivalent amount and (y) be less
than the projected EBITDA for such period set forth in the schedule
below, then the amount of required New Equity Contributions as at said
date and each date set forth in the schedule above after such date
shall be increased by an equivalent amount:
Period Ending Amount
------------- ------
March 31, 2000 U.S.$ (3,653,390)
June 30, 2000 U.S.$(12,113,100)
September 30, 2000 U.S.$(17,449,154)
December 31, 2000 U.S.$(22,606,002)
March 31, 2001 U.S.$(25,675,686)
June 30, 2001 U.S.$(27,151,089)
September 30, 2001 U.S.$(27,333,601)
December 31, 2001 U.S.$(26,306,524)
March 31, 2002 U.S.$(24,903,776)
Amendment No. 1 to Capital Subscription Agreement
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Period Ending Amount
------------- ------
June 30, 2002 U.S.$(21,556,744)
September 30, 2002 U.S.$(16,236,247)
December 31, 2002 U.S.$ (8,771,888)
The amounts set forth above in the first schedule above (as so
adjusted) shall be referred to in this Agreement as the "Equity Holder
Commitments" of the Parent Equity Holders. The Parent may from time to
time, upon not less than 10 days' prior written notice, require that the
Parent Equity Holders make the New Equity Contributions contemplated hereby
in advance of any date specified above, and if any such notice is given,
the Parent Equity Holders shall so make such New Equity Contributions on
the date and in the amount so required in such notice."
SECTION 2. Miscellaneous. Except as herein provided, the Amended and
Restated Capital Subscription Agreement shall remain unchanged and in full force
and effect. This Amendment No. 1 may be executed in counterparts which, taken
together, shall constitute a single document and any of the parties hereto may
execute this Amendment No. 1 by signing nay such counterpart. Terms defined in
the Amended and Restated Capital Subscription Agreement are used herein as
defined therein. This Amendment No. 1 shall be governed by and construed in
accordance with the law of the State of New York.
Amendment No. 1 to Capital Subscription Agreement
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be
executed by their duly authorized signatures in counterparts all as of the date
first above written.
NEXTEL ARGENTINA S.R.L.
By:
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Name:
Title:
NEXTEL INTERNATIONAL (ARGENTINA), LTD.
By:
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Name:
Title:
NEXTEL INTERNATIONAL, INC.
By:
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Name:
Title:
Amendment No. 1 to Capital Subscription Agreement
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CONSENT AND AGREEMENT TO AMENDMENT
Pursuant to Section 3(b)(ii) of the Amended and Restated Consent Agreement
dated as of May 12, 1999 between the Parent, the Parent Shareholder and The
Chase Manhattan Bank, as administrative agent (the "Administrative Agent") for
the Lenders party to the Credit Agreement referred to therein, the undersigned
hereby consents to the amendments provided for in this Amendment No. 1.
THE CHASE MANHATTAN BANK
By
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Title:
Amendment No. 1 to Capital Subscription Agreement
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