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EXHIBIT 10.36
[X]
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of December 8, 1999 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 and Amendment No. 3 dated as of May 12, 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. Except as otherwise defined in this
Amendment No. 4, 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 is hereby 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. Section 7.08(d) of the Credit Agreement is hereby amended
by deleting the existing Section 7.08(d) and replacing it with that set forth
below:
"(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:
Period Minimum Number of Subscribers
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From June 30, 1999 35,000
through September 29, 1999
From September 30, 1999 50,000
through December 30, 1999
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From December 31, 1999 50,000
through March 30, 2000
From March 31, 2000 60,000
through June 29, 2000
From June 30, 2000 98,500
through September 29, 2000
From September 30, 2000 112,500
through December 30, 2000
From December 31, 2000 127,500
through March 30, 2001
From March 31, 2001 145,000
through June 29, 2001
From June 30, 2001 163,000
through September 29, 2001
From September 30, 2001 182,000
through December 30, 2001
From December 31, 2001 200,000
and at all times thereafter
C. Section 7.08(e) of the Credit Agreement is hereby amended
by deleting the existing Section 7.08(e) and replacing it with that set forth
below:
"(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
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From June 30, 1999 U.S. $25,000,000
through September 29, 1999
From September 30, 1999 U.S. $33,500,000
through December 30, 1999
From December 31, 1999 U.S. $35,000,000
through March 30, 2000
From March 31, 2000 U.S. $40,000,000
through June 29, 2000
From June 30, 2000 U.S. $65,500,000
through September 29, 2000
From September 30, 2000 U.S. $76,000,000
through December 30, 2000
From December 31, 2000 U.S. $88,000,000
through March 30, 2001
From March 31, 2001 U.S. $107,000,000
through June 29, 2001
From June 30, 2001 U.S. $123,500,000
through September 29, 2001
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From September 30, 2001 U.S. $141,000,000
through December 30, 2001
From December 31, 2001 U.S. $160,000,000
and at all times thereafter
Section 3. Limited Waiver. Subject to the satisfaction of
the conditions precedent specified in Section 4 hereof, the Lenders hereby
waive the requirement set forth in Section 6.01(f) of the Credit Agreement to
deliver financial projections for the fiscal year ending December 31, 2000, so
long as the Borrower delivers such projections on or before May 15, 2000.
Section 4. Conditions Precedent. The amendments to the
Credit Agreement set forth in Section 2 hereof, and the limited waiver of
Section 6.01(f) of the Credit Agreement set forth in Section 3 hereof, shall
become effective upon the date on which this Amendment No. 4 shall have been
duly executed and delivered by each of the Borrower and 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.
Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 may be executed in counterparts which, taken together, shall
constitute a single document and any of the parties hereto may execute this
Amendment No. 4 by signing any such counterpart. Terms defined in the Credit
Agreement are used herein as defined therein. This Amendment No. 4 shall be
governed by and construed in accordance with the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed as of the date and year first above
written.
NEXTEL ARGENTINA S.R.L.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director de
Administracion y Finanzas
Lenders
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THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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ING BANK N.V., CURACAO BRANCH
By: /s/ Augusti ▇▇▇▇ ▇▇▇▇▇
Title: Attorney-in-Fact
By: /s/ Semeire ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Attorney-in-Fact
CREDIT SUISSE FIRST BOSTON
By: /s/ authorized signatory
Title: Vice President
By: /s/ authorized signatory
Title: Managing Director
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST (formerly
known as ▇▇▇ ▇▇▇▇▇▇ American Capital
Prime Rate Income Trust)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
KZH IV LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
MOTOROLA CREDIT CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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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. 4, (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. 4 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. 4.
NEXTEL INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP - Treasurer
NEXTEL INTERNATIONAL (ARGENTINA) LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
NEXTEL INTERNATIONAL (HOLDINGS) LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact