exv10w11



 



Exhibit 10.11



 



 













MASTER EQUIPMENT FINANCING AGREEMENT



dated as of



November 12, 2002



by and between



NII HOLDINGS (CAYMAN), LTD.,



NEXTEL DEL PERU, S.A.,



TELETRANSPORTES INTEGRALES, S.A. DE C.V.,



THE LENDERS NAMED HEREIN,



MOTOROLA CREDIT CORPORATION,



as Administrative Agent,



and



CITIBANK, N.A.,



as Collateral Agent















 







 








TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	Page
	 	 	 	

	SECTION 1 DEFINITIONS
	 	 	2	 
	
	
	
	

	 	Section 1.1 Defined Terms
	 	 	2	 
	
	
	
	

	 	Section 1.2 Interpretation
	 	 	32	 
	
	
	
	

	 	Section 1.3 Accounting Principles and Terms
	 	 	32	 
	
	
	
	

	SECTION 2 ADVANCES
	 	 	33	 
	
	
	
	

	 	Section 2.1 Commitments
	 	 	33	 
	
	
	
	

	 	Section 2.2 Procedure for Borrowing; Tranche A Advances
	 	 	33	 
	
	
	
	

	 	Section 2.3 Evidence of Debt
	 	 	35	 
	
	
	
	

	 	Section 2.4 Repayment of Principal of Advances
	 	 	36	 
	
	
	
	

	 	Section 2.5 Prepayments
	 	 	37	 
	
	
	
	

	 	Section 2.6 Interest; Fees
	 	 	40	 
	
	
	
	

	 	Section 2.7 Payments
	 	 	41	 
	
	
	
	

	 	Section 2.8 Conversion and Continuation
	 	 	42	 
	
	
	
	

	 	Section 2.9 Use of Proceeds
	 	 	43	 
	
	
	
	

	 	Section 2.10 Change in Law
	 	 	43	 
	
	
	
	

	 	Section 2.11 Illegality
	 	 	43	 
	
	
	
	

	 	Section 2.12 Pro Rata Treatment
	 	 	44	 
	
	
	
	

	 	Section 2.13 Sharing of Setoffs
	 	 	44	 
	
	
	
	

	SECTION 3 FUNDING AND YIELD PROTECTION
	 	 	45	 
	
	
	
	

	 	Section 3.1 Taxes, Duties, Fees and Charges
	 	 	45	 
	
	
	
	

	 	Section 3.2 Change in Circumstances
	 	 	47	 
	
	
	
	

	SECTION 4 EXPENSES; INDEMNIFICATION; FEES
	 	 	49	 
	
	
	
	

	 	Section 4.1 Expenses
	 	 	49	 
	
	
	
	

	 	Section 4.2 Indemnification
	 	 	50	 
	
	
	
	

	SECTION 5 GUARANTEES
	 	 	50	 
	
	
	
	

	 	Section 5.1 Guarantees
	 	 	50	 
	
	
	
	

	SECTION 6 SECURITY
	 	 	51	 
	
	
	
	

	 	Section 6.1 Security
	 	 	51	 
	
	
	
	

	 	Section 6.2 Execution of Documents by Collateral Agent
	 	 	53	 



-i-







 


TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 
	 	 	 	Page
	 	 	 	

	
	
	
	

	SECTION 7 REPRESENTATIONS AND WARRANTIES
	 	 	54	 
	
	
	
	

	 	Section 7.1 Organization
	 	 	54	 
	
	
	
	

	 	Section 7.2 Power; Authority
	 	 	55	 
	
	
	
	

	 	Section 7.3 Governmental Approvals; Licenses
	 	 	55	 
	
	
	
	

	 	Section 7.4 Execution, Enforceability, Violation of Law and Agreements
	 	 	57	 
	
	
	
	

	 	Section 7.5 Financial Statements; Business Plan; Solvency
	 	 	58	 
	
	
	
	

	 	Section 7.6 Taxes
	 	 	59	 
	
	
	
	

	 	Section 7.7 Properties
	 	 	59	 
	
	
	
	

	 	Section 7.8 Compliance with Laws
	 	 	60	 
	
	
	
	

	 	Section 7.9 Intellectual Property
	 	 	61	 
	
	
	
	

	 	Section 7.10 Burdensome Documents; Agreements with Affiliates;
Other Agreements
	 	 	61	 
	
	
	
	

	 	Section 7.11 Security Documents
	 	 	62	 
	
	
	
	

	 	Section 7.12 Judgments, Actions, Proceedings
	 	 	62	 
	
	
	
	

	 	Section 7.13 No Defaults
	 	 	62	 
	
	
	
	

	 	Section 7.14 Strikes
	 	 	62	 
	
	
	
	

	 	Section 7.15 Accuracy of Information
	 	 	62	 
	
	
	
	

	 	Section 7.16 Survival of Representations and Warranties
	 	 	63	 
	
	
	
	

	 	Section 7.17 ERISA
	 	 	63	 
	
	
	
	

	 	Section 7.18 Use of Proceeds
	 	 	64	 
	
	
	
	

	 	Section 7.19 Investment Company
	 	 	64	 
	
	
	
	

	 	Section 7.20 Guarantees and Security Documents
	 	 	64	 
	
	
	
	

	SECTION 8 AFFIRMATIVE COVENANTS
	 	 	65	 
	
	
	
	

	 	Section 8.1 Performance of Obligations
	 	 	65	 
	
	
	
	

	 	Section 8.2 Annual Financial Statements
	 	 	66	 
	
	
	
	

	 	Section 8.3 Quarterly Financial Statements
	 	 	66	 
	
	
	
	

	 	Section 8.4 Other Information
	 	 	67	 
	
	
	
	

	 	Section 8.5 Access to Books; Inspections
	 	 	68	 
	
	
	
	

	 	Section 8.6 Governmental Approvals; Licenses
	 	 	68	 
	
	
	
	

	 	Section 8.7 Insurance
	 	 	69	 
	
	
	
	

	 	Section 8.8 Continuance of Business
	 	 	69	 



-ii-







 



TABLE OF CONTENTS

(continued)



	 	 	 	 	 	 
	 	 	 	Page
	 	 	 	

	
	
	
	

	 	Section 8.9 Maintenance and Repairs
	 	 	69	 
	
	
	
	

	 	Section 8.10 Compliance with Law
	 	 	69	 
	
	
	
	

	 	Section 8.11 Notices
	 	 	71	 
	
	
	
	

	 	Section 8.12 Security; Further Assurances
	 	 	72	 
	
	
	
	

	 	Section 8.13 Construction of the Systems
	 	 	72	 
	
	
	
	

	 	Section 8.14 Maintenance of Licenses
	 	 	73	 
	
	
	
	

	 	Section 8.15 Financial Covenants
	 	 	73	 
	
	
	
	

	 	Section 8.16 Update of Security Documents
	 	 	79	 
	
	
	
	

	 	Section 8.18 Unencumbered Cash
	 	 	79	 
	
	
	
	

	 	Section 8.19 Disposition of Certain Assets
	 	 	79	 
	
	
	
	

	SECTION 9 NEGATIVE COVENANTS
	 	 	80	 
	
	
	
	

	 	Section 9.1 Indebtedness
	 	 	80	 
	
	
	
	

	 	Section 9.2 Guarantees
	 	 	81	 
	
	
	
	

	 	Section 9.3 Transfer
	 	 	81	 
	
	
	
	

	 	Section 9.4 Liens
	 	 	81	 
	
	
	
	

	 	Section 9.5 Mergers; Acquisitions
	 	 	82	 
	
	
	
	

	 	Section 9.6 Distributions; Redemptions
	 	 	82	 
	
	
	
	

	 	Section 9.7 Stock Issuance
	 	 	83	 
	
	
	
	

	 	Section 9.8 Amendment of Documents and Organization
	 	 	83	 
	
	
	
	

	 	Section 9.9 Investments; Loans; Advances
	 	 	84	 
	
	
	
	

	 	Section 9.10 Transactions with Affiliates
	 	 	86	 
	
	
	
	

	 	Section 9.11 Changes in Business
	 	 	87	 
	
	
	
	

	 	Section 9.12 Prepayments
	 	 	87	 
	
	
	
	

	 	Section 9.13 ERISA Obligations
	 	 	87	 
	
	
	
	

	 	Section 9.14 Sale and Leaseback Transactions
	 	 	87	 
	
	
	
	

	 	Section 9.15 New Subsidiaries
	 	 	88	 
	
	
	
	

	SECTION 10 CONDITIONS PRECEDENT; CLOSING DELIVERIES
	 	 	88	 
	
	
	
	

	 	Section 10.1 Conditions to Initial Advance
	 	 	88	 
	
	
	
	

	 	Section 10.2 Closing Date Deliveries
	 	 	88	 
	
	
	
	

	 	Section 10.3 Conditions to All Advances
	 	 	91	 
	
	
	
	

	SECTION 11 EVENTS OF DEFAULT
	 	 	92	 



-iii-







 


TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 
	 	 	 	Page
	 	 	 	

	
	
	
	

	 	Section 11.1 Events of Default
	 	 	92	 
	
	
	
	

	 	Section 11.2 Remedies
	 	 	96	 
	
	
	
	

	 	Section 11.3 Cumulative Rights
	 	 	98	 
	
	
	
	

	 	Section 11.4 Waiver of Demand; Setoff
	 	 	98	 
	
	
	
	

	 	Section 11.5 Waiver of Notice
	 	 	99	 
	
	
	
	

	 	Section 11.6 Waiver of Jury Trial
	 	 	99	 
	
	
	
	

	SECTION 12 The Administrative Agent
	 	 	99	 
	
	
	
	

	SECTION 13 MISCELLANEOUS
	 	 	101	 
	
	
	
	

	 	Section 13.1 Waiver of Sovereign Immunity
	 	 	101	 
	
	
	
	

	 	Section 13.2 Venue for Suit
	 	 	102	 
	
	
	
	

	 	Section 13.3 Governing Law
	 	 	103	 
	
	
	
	

	 	Section 13.4 Severability of Provisions
	 	 	103	 
	
	
	
	

	 	Section 13.5 Binding Effect; Assignment
	 	 	103	 
	
	
	
	

	 	Section 13.6 Entire Agreement; Amendments
	 	 	104	 
	
	
	
	

	 	Section 13.7 Notices
	 	 	105	 
	
	
	
	

	 	Section 13.8 Right of Set-Off
	 	 	106	 
	
	
	
	

	 	Section 13.9 Counterparts
	 	 	107	 
	
	
	
	

	 	Section 13.10 Confidentiality
	 	 	107	 
	
	
	
	

	 	Section 13.11 Term of Agreement
	 	 	107	 



-iv-







 


EXHIBITS




	 	 	 	 	 
	Exhibit A
	 	Form of Request for Financing
	
	
	
	

	Exhibit B
	 	Form of Financing Note
	
	
	
	

	Exhibit C
	 	Form of Guarantee
	
	
	
	

	Exhibit D-1
	 	Form of Share Pledge Agreement
	
	
	
	

	Exhibit D-2
	 	Form of Security Agreement
	
	
	
	

	Exhibit D-3
	 	Form of Security Deposit Agreement
	
	
	
	

	Exhibit D-4
	 	Form of Mortgage
	
	
	
	

	Exhibit D-5
	 	Form of Trademark Assignment Agreement
	
	
	
	

	Exhibit E-1
	 	Form of Opinion of United States Counsel
	
	
	
	

	Exhibit E-2
	 	Form of Opinion of Foreign Counsel
	
	
	
	

	Exhibit F
	 	Initial Approved Business Plan
	
	
	
	

	Exhibit G
	 	Form of Assignment and Acceptance
	
	
	
	

	Exhibit H
	 	Form of Collateral Report
	
	
	
	

	Exhibit I
	 	Form of Bank Account Control Agreement
	
	
	
	

	Exhibit J
	 	Form of Quota Pledge Agreement
	
	
	
	

	Exhibit K
	 	Form of Quota Voting Agreement
	
	
	
	

	Exhibit L
	 	form of Promise to Pledge Quotas
	
	
	
	

	Exhibit M
	 	Form of Share Voting Agreement



 







 



SCHEDULES AND ANNEXES




	 	 	 	 	 
	Schedule 1.1(a)
	 	iDEN Equipment and Service Agreements
	
	
	
	

	Schedule 1.1(b)
	 	Wholly-Owned Subsidiaries
	
	
	
	

	Schedule 1.1(c)
	 	Guarantors
	
	
	
	

	Schedule 1.1(d)
	 	Supplemental Credit Parties
	
	
	
	

	Schedule 2.1(a)
	 	Lenders; Initial Commitments
	
	
	
	

	Schedule 6.1
	 	Security Agreements, Pledge Agreements and Mortgages
	
	
	
	

	Schedule 7.1(a)
	 	Credit Party Structure; Ownership; Subsidiaries
	
	
	
	

	Schedule 7.1(b)
	 	Qualification Jurisdictions
	
	
	
	

	Schedule 7.3(a)
	 	Governmental Approvals
	
	
	
	

	Schedule 7.3(b)
	 	Licenses
	
	
	
	

	Schedule 7.4
	 	Ownership and Pledge Restrictions; Violation of Law
	
	
	
	

	Schedule 7.5
	 	Recent Events; Contingent Liabilities; Taxes
	
	
	
	

	Schedule 7.7
	 	Existing Liens
	
	
	
	

	Schedule 7.9
	 	Intellectual Property
	
	
	
	

	Schedule 7.10
	 	Management Agreements; Affiliate Transactions
	
	
	
	

	Schedule 7.12
	 	Litigation
	
	
	
	

	Schedule 8.11
	 	Principal Place of Business
	
	
	
	

	Schedule 11.1(t)
	 	Change of Control Thresholds
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Annex A
	 	Assets Excluded from Permitted Sale-Leaseback Transactions
	
	
	
	

	Annex B
	 	Terms for Permitted Sale-Leaseback Transactions
	
	
	
	

	Annex C
	 	Terms for Financing Method Obligations



 







 


                  MASTER EQUIPMENT FINANCING AGREEMENT, dated as of November 12, 2002 (as
amended, modified or supplemented in accordance with the terms hereof, this
“Agreement”), by and between NII Holdings (Cayman), Ltd., a company
incorporated under the laws of the Cayman Islands (“NII Cayman”); Nextel del
Peru, S.A., a corporation organized under the laws of Peru (“Nextel Peru”);
Teletransportes Integrales, S.A. de C.V., a corporation organized under the
laws of Mexico (“Nextel Teletransportes”) (collectively, NII Cayman, Nextel
Peru, and Nextel Teletransportes, the “Borrowers”), the LENDERS (hereinafter
defined), MOTOROLA CREDIT CORPORATION, a corporation duly organized under the
laws of the State of Delaware, as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders and Citibank, N.A., a national banking
association, not in its individual capacity, but solely as collateral agent
under the Intercreditor Agreement (as defined below) (in such capacity, the
“Collateral Agent”) for the Lenders.


RECITALS



         WHEREAS, NII Holdings, Inc., a Delaware corporation (f/k/a Nextel
International , Inc.) (hereinafter, the “Company”) is a party to that certain
Master Equipment Financing Agreement, dated as of February 4, 1999, with
Motorola Credit Corporation (as amended, supplemented or otherwise modified
from time to time, the “MEFA”) for which the outstanding principal, interest
and fees owing by the Company as of the date hereof is at least
$240,105,199.10;


         WHEREAS, the Company is a party to that certain $56.650 million Secured
Loan Agreement, dated as of December 16, 1999, with Motorola Credit Corporation
(as amended, supplemented or otherwise modified from time to time, the “SLA”)
for which the outstanding principal, interest and fees owing by the Company as
of the date hereof is $60,319,325.56;


         WHEREAS, on May 24, 2002, the Company sought to reorganize, together with
NII Holdings (Delaware), Inc. (together with the Company, the “Debtors”), in a
jointly administered case under Chapter 11 of the United States Bankruptcy
Code;


         WHEREAS, on October 28, 2002, the Debtors’ Plan of Reorganization was
confirmed by the United States Bankruptcy Court, District of Delaware (the
“Reorganization Plan”);


         WHEREAS, pursuant to the Reorganization Plan, the Company (i) will repay
the entire amount of principal, interest and fees outstanding under the SLA,
(ii) will refinance the entire amount of principal, interest and fees
outstanding under the MEFA up to a maximum amount of $225,000,000 and (iii)
will repay the entire amount of principal, interest and fees outstanding under
the MEFA in excess of $225,000,000;


         WHEREAS, in order to refinance the MEFA and in order to fund certain of
the Company’s working capital needs, pursuant to the Reorganization Plan the
Lenders will make to the Borrowers: (i) Tranche A Advances (as hereinafter
defined) in an aggregate principal amount of $56,650,000 and (ii) a single
Tranche B Advance (as hereinafter defined) in an aggregate principal amount of
$225,000,000;


 







 



         WHEREAS, the Lenders are willing to make Advances (as hereinafter defined)
to the Borrowers upon the terms and subject to the conditions hereinafter set
forth.


         NOW, THEREFORE, in consideration of the premises and in order to induce
the Lenders to make the Advances and to induce the Lenders, the Administrative
Agent and the Collateral Agent to enter into the agreements referred to herein,
the parties agree as follows:


SECTION 1 DEFINITIONS



Section 1.1 Defined Terms.



         In addition to the terms defined above, when used in this Agreement, the
following terms shall have the following meanings:


         “Additional Amount” has the meaning ascribed to such term in subsection
3.1(a).


         “Additional System Documents” means, with respect to each System, all
contracts and agreements related to the construction, maintenance, repair or
operation of such System or the related Telecommunications Business entered
into by the Borrowers, the Company or the Related Operating Affiliate
subsequent to the Closing Date (a) in replacement of an existing System
Document or (b) which, if terminated, could reasonably be expected to have a
Material Adverse Effect or (c) having, together with related or ancillary
documents, an aggregate net present value or cost in excess of $5,000,000.


         “Administrative Agent” has the meaning ascribed to such term in the
Preamble.


         “Advance” means a Tranche A Advance or the Tranche B Advance, as the case
may be, and “Advances” means collectively all Tranche A Advances together with
the Tranche B Advance.


         “Affected Party” has the meaning ascribed to such term in subsection
3.2(a).


         “Affiliate” means with respect to any Person, any other Person (a) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such first Person, (b) which
beneficially owns or holds 10% or more of any class of the Voting Stock of such
first Person, or (c) whereby 10% or more of the Voting Stock (or in the case of
a Person which is not a corporation, 10% or more of the equity interest) of
such other Person is beneficially owned or held by such first Person or by a
Subsidiary of such first Person. The term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of Voting
Stock, by contract or otherwise.


         “Agents” has the meaning ascribed to such term in Section 12 hereof.


-2-







 


         “Aggregate Subscribers” means, for any date, the sum as of such date of
the aggregate number (without duplication) of Subscriber Units of Nextel
Argentina, Nextel Mexico, Nextel Peru, and Nextel Brazil and of any other
Operating Affiliate.


         “Agreement” means this Master Equipment Financing Agreement, dated as of
November 12, 2002, by and between the Borrowers, the Collateral Agent, the
Administrative Agent and the Lenders, as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof.


         “Applicable Margin” means (a) with respect to any LIBOR Advance, 5.00% per
annum, and (b) with respect to any Prime Advance, 2.50% per annum.


         “Approved Business Plan” means the ten year business plan of the Company,
taken as a whole (including for this purpose each Operating Affiliate and the
Supplemental Credit Parties) for establishing and operating (together with the
Related Operating Affiliate, if any) the Systems in the Relevant Countries.
The initial Approved Business Plan is attached hereto as Exhibit H. The
Approved Business Plan shall be adjusted in a manner acceptable to the Required
Lenders to the extent any additional Operating Affiliates are approved by the
Required Lenders.


         “Arm’s-Length Affiliate” has the meaning ascribed to such term in Section
9.10 hereof.


         “Asset Sale” means any sale, lease, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in
one transaction or a series of related transactions by the Borrowers, the
Company, any Restricted Affiliate, McCaw Brazil, Nextel Brazil, any Subsidiary
of Nextel Brazil, Nextel Argentina Parent or any Subsidiary of Nextel Argentina
Parent to any Person other than the Company or a Restricted Affiliate of



		
	 	         (1) all or any of the Capital Stock of a Restricted Affiliate, McCaw
Brazil, Nextel Brazil, any Subsidiary of Nextel Brazil, Nextel Argentina
Parent or any Subsidiary of Nextel Argentina Parent other than in respect
of director’s qualifying shares or investments by foreign nationals
mandated by applicable law;
	 
	 	         (2) all or substantially all of the property and assets of an
operating unit or business of the Borrowers, the Company, any Restricted
Affiliate, McCaw Brazil, Nextel Brazil, any Subsidiary of Nextel Brazil,
Nextel Argentina Parent or any Subsidiary of Nextel Argentina Parent; or
	 
	 	         (3) any other property and assets of the Borrowers, the Company, any
Restricted Affiliate, McCaw Brazil, Nextel Brazil, any Subsidiary of
Nextel Brazil, Nextel Argentina Parent or any Subsidiary of Nextel
Argentina Parent outside the ordinary course of business of the
Borrowers, the Company, such Restricted Affiliate, McCaw Brazil, Nextel
Brazil, such Subsidiary of Nextel Brazil, Nextel Argentina Parent or such
Subsidiary of Nextel Argentina Parent;



provided that “Asset Sale” shall not include:


-3-







 


         (a)  sales or other dispositions of inventory, receivables and other
assets in the ordinary course of business;


         (b)  sales or other dispositions of obsolete equipment;


         (c)  sales or other dispositions by a Restricted Affiliate, McCaw Brazil,
Nextel Brazil, any Subsidiary of Nextel Brazil, Nextel Argentina Parent or any
Subsidiary of Nextel Argentina Parent to the Company, or by the Company or a
Restricted Affiliate, McCaw Brazil, Nextel Brazil, any Subsidiary of Nextel
Brazil, Nextel Argentina Parent or any Subsidiary of Nextel Argentina Parent to
a Wholly Owned Subsidiary of the Company which is a Restricted Affiliate;


         (d)  sales or other distributions of assets (in one transaction or a series
of related transactions) having an aggregate fair market value (as certified in
an officers’ certificate signed by at least 2 Authorized Officers of the
Company, one of which must be either the chief financial officer or the chief
executive officer of the Company) not in excess of $1 million;


         (e)  Permitted Sale-Leaseback Transactions;


         (f)  Permitted Liens;


         (g)  sales of any assets of Nextel Philippines or its Subsidiaries; or


         (h)  sales of any assets or other disposition of Nextel International Asia
Holdings Limited (Hong Kong).


         “Assignment and Acceptance” means an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent, in
the form of Exhibit I or such other form as shall be approved by the
Administrative Agent.


         “Authorized Officer” means (a) with respect to any Person that is a
corporation, the President, Vice President or Chief Financial Officer of such
Person, (b) with respect to any Person that is a partnership, the President,
Vice President or Chief Financial Officer of a general partner of such Person,
in each case whose names appear on a certificate of incumbency of such Person
delivered concurrently with the execution of this Agreement, or (c) with
respect to any Person that is a limited liability company, the Person (or
Authorized Officer thereof, if not a natural Person) that is the managing
member thereof.


         “Bank Account Control Agreements” has the meaning ascribed to such term in
subsection 6.1(a)(i)(B) hereof and collectively refers to those certain Bank
Account Control Agreements (or the functional equivalent of such document for
foreign jurisdictions) as executed by those Persons indicated on Schedule 6.1
hereto.


         “Benefited Parties” has the meaning ascribed to such term in the
Intercreditor Agreement.


-4-







 


         “Borrowers” has the meaning ascribed to such term in the Preamble.


         “Borrower Guaranty Obligations” mean those obligations as described in the
Guarantees given by the Borrowers with respect to the EFA and the Indebtedness
pursuant to the Senior Notes.


         “Borrowing” means a group of Advances of a single Type made by the Lenders
on a single date and as to which a single Interest Period is in effect.


         “Business Day” means (a) any day other than Saturday, Sunday or any other
day on which commercial banks in Chicago are authorized or required under the
laws of the State of Illinois, or pursuant to other government action, to
close, and (b) with respect to all notices and determinations in connection
with any payment of principal and interest on LIBOR Advances, any day which
satisfies the conditions set forth in clause (a) above and which is also a day
for trading by and between banks for U.S. dollar deposits in the London
interbank market.


         “Capex” means, for any period, the aggregate of all cash expenditures
(including, in all events all amounts expended in connection with Capital Lease
Obligations but excluding any amount representing the interest component
thereof) made on account of property, plant, equipment or similar assets during
such period by the Borrowers, the Company and the Restricted Affiliates,
including the purchase price paid in connection with any spectrum purchases
whether such amounts are allocable to property, assets, plant or equipment.


         “Capital Lease Obligations” means the obligations of a Person and its
Subsidiaries (determined on a Consolidated basis (without duplication) in
accordance with GAAP) to pay rent or other amounts under any leases for real or
personal property which obligations are required to be classified and accounted
for as capital leases in accordance with GAAP including, without limitation,
all Financing Method Obligations and all Permitted Sale-Leaseback Obligations
(whether or not so classified in accordance with GAAP.)


         “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether now outstanding or
issued after the Closing Date, including, without limitation, all common stock
and preferred stock.


         “Cash Equivalents” means (i) obligations issued by the United States of
America or any agency or instrumentality thereof, or obligations fully and
unconditionally guaranteed by the United States of America or any agency or
instrumentality thereof; (ii) time deposits and certificates of deposit and
commercial paper issued by the parent corporation of any domestic commercial
bank of recognized standing having capital and surplus in excess of
$500,000,000 (or the foreign currency equivalent thereof) and commercial paper
issued by others rated at least A-1 or the equivalent thereof by S&P or at
least P-1 or the equivalent thereof by Moody’s, or, in each case, such
equivalent rating or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act)) and in
each case maturing within 180 days after the date of acquisition; and (iii)
investments in money market funds substantially


-5-







 



all of whose assets comprise
securities of the types described in clauses (i) and (ii) above.


         “Change of Control” means the occurrence of any of the following events:


         (1)  the transfer (in one transaction or a series of transactions) of all
or substantially all of the Company’s assets to any “Person” or “Group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act);


         (2)  the liquidation or dissolution of the Company or the adoption of a
plan by the stockholders of the Company relating to the dissolution or
liquidation of the Company;


         (3)  the acquisition by any “Person” or “Group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) of beneficial ownership, directly
or indirectly, of 50% or more of the aggregate ordinary voting power of the
total outstanding Voting Stock of the Company; or


         (4)  at any time, Continuing Directors cease for any reason to constitute a
majority of the Board of Directors of the Company then still in office.


         For purposes of this definition “Continuing Directors” means at any time,
(i) individuals who, prior to such time, were directors of the Company, other
than those individuals appointed, designated or nominated by Nextel, (ii) any
director whose election by the Board of Directors of the Company or whose
nomination for election by the stockholders of the Company was approved by a
majority of the Continuing Directors then in office; (iii) any director
designated by the holder of the Company’s Special Director Preferred Stock;
provided, however, under no circumstances will any officer, director or
employee of Nextel or its Affiliates constitute a “Continuing Director.”


         “Closing Date” means November 12, 2002.


         “Code” means the Internal Revenue Code of 1986, as it may be amended from
time to time, and the regulations promulgated thereunder.


         “Collateral” means all property (including, without limitation, any
pledged intercompany debt instruments and any pledged or charged stock or
quotas) which is subject to the security interests or Lien granted by any of
the Security Documents.


         “Collateral Agent” has the meaning ascribed to such term in the Preamble
hereto and as further defined in the Intercreditor Agreement.


         “Collateral Report” means a report to be delivered pursuant to Section
8.16 in a form reasonably proposed by the Administrative Agent.


         “Common Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person’s common stock or share capital, whether
now outstanding or issued after the date of this


-6-







 



Agreement, including, without
limitation, all series and classes of such common stock or share capital.


         “Company” has the meaning ascribed to such term in the Preamble.


         “Consolidated Fixed Charges” means, as to any Person and for any period,
without duplication, the sum of (a) the total cash interest expense for such
Person and its Subsidiaries on a consolidated basis for such period, (b) the
scheduled principal amount of all amortization payments on all Indebtedness
(excluding the repayment on the Closing Date of the Indebtedness under the SLA
and excluding the repayment of the principal amount of any Permitted Handset
Obligations) for borrowed money of such Person and its Subsidiaries on a
consolidated basis for such period (provided that for this Agreement all
amortization of the Tranche A Advances under Section 2.4(a) shall be as
scheduled principal amortization), (c) all payments made or due and owing in
respect of Capital Lease Obligations by such Person and its Subsidiaries on a
consolidated basis for such period, and (d) all payments made or due and owing
during such period in respect of Financing Method Obligations.


         “Consolidation” means the consolidation of the accounts of each of the
Restricted Affiliates with those of the Company, if and to the extent that the
accounts of each such Restricted Affiliates would normally be consolidated with
those of the Company in accordance with GAAP; provided, however, that
“Consolidation” for the Company shall not include consolidation of the accounts
of any Person which is not a Restricted Affiliate, but the interest of the
Company or any Restricted Affiliate in any Person which is not a Restricted
Affiliate shall be accounted for as an investment. The term “Consolidated” has
a correlative meaning.


         “Control” means at any time, the possession (on a fully diluted basis),
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of Voting
Stock, by contract or otherwise.


         “Controlled Group” means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which as of the relevant date, together with the Company, are treated as a
single employer under Section 414(b) or 414(c) of the Code or Section
4001(b)(1) of ERISA.


         “could reasonably be expected” means, as applied to a Person, the
reasonable expectation, as would be determined by a prudent Person, familiar
with the general substance at issue, in like circumstances with the Person
making the decision.


         “Credit Documents” means, individually and collectively, this Agreement,
each Financing Note (if any), the Security Documents, the Guarantees, the
documents listed in Schedule 6.1 and each other document entered into pursuant
thereto.


         “Credit Parties” collectively refers to the Borrowers, the Company and the
Restricted Affiliates, and individually refers to each Borrower, the Company,
and each Restricted Affiliate.


-7-







 


         “Debtors” has the meaning given to such term in the Recitals hereto.


         “Default” means any event, occurrence, factual or legal condition which,
if continued uncured or unchanged would, with the passage of time or the giving
of notice or both, become or constitute an Event of Default.


         “Distributions” has the meaning ascribed to such term in subsection 9.6(a)
hereof.


         “Dollars” and the sign “$” mean the lawful money of the United States of
America.


         “Drawdown Date” has the meaning ascribed to such term in subsection 2.2(a)
hereof.


         “EBITDA” means, as to any Person and for any period, net income of such
Person and its Subsidiaries as measured in accordance with GAAP on a
Consolidated basis for such period adjusted as follows: (i) plus interest
expense for such period to the extent such amount was deducted in calculating
net income; (ii) minus interest income for such period to the extent such
amount was added in calculating net income; (iii) plus income taxes for such
period to the extent such amount was deducted in calculating net income; (iv)
minus income tax benefits for such period to the extent such amount was added
in calculating net income; (v) plus amortization and depreciation expenses for
such period to the extent such amount was deducted in calculating net income;
(vi) plus all other non-cash items (including impairment and restructuring
charges associated with the Debtors’ bankruptcy cases) for such period to the
extent reducing net income; (vii) minus all non-cash items for such period to
the extent increasing net income; (viii) minus extraordinary gains and gains on
sales of assets to the extent such amount was added in calculating net income;
and (ix) plus extraordinary and non-recurring losses and charges to the extent
such amount was deducted in calculating net income.


         “EFA” means the Second Amended and Restated Equipment Financing Agreement,
dated as of November 12, 2002, by and between Nextel Telecomunicações Ltda. (as
the borrower) and Motorola Credit Corporation (as the creditor), as heretofore
or hereafter amended, supplemented or otherwise modified.


         “Effective Date” means the date on which all of the conditions in Section
10.1 hereof have been satisfied; provided that in order for this Agreement to
become effective such conditions must be satisfied on or prior to November 13,
2002.


         “Environmental Laws” means any and all governmental statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, guidelines, interpretations,
policies, agreements or other restrictions or requirements (herein, “laws and
regulations”) relating to Materials of Environmental Concern or protection of
human or animal health or the environment (including, without limitation,
ambient air, indoor air, surface water, ground water, land surface or
sub-surface strata), including, without limitation, laws and regulations
relating to emissions, discharges, health or safety, noise abatement, releases
or threatened releases of Materials of Environmental Concern or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, recycling,


-8-







 



reporting or handling of Materials of
Environmental Concern, and all such laws and regulations that may be enacted in
the future.


         “Environmental Matters” has the meaning ascribed to such term in
subsection 7.8(d) hereof.


         “ERISA” means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time, and the regulations promulgated thereunder.


         “Event of Default” means any of the events specified in Section 11.1
hereof or, if applicable, Section 13.12 hereof.


         “Excess Cash Flow” means, for any Person for any period, the amount (if
any) by which (i) the sum, without duplication, of (A) EBITDA of such Person
for such period plus (B) the Net Cash Proceeds from the issuance of Capital
Stock of such Person and its Subsidiaries issued during such period plus (C)
all contributions to the equity of such Person and its Subsidiaries during such
period exceeds (ii) the sum of (1) Consolidated debt service consisting of
scheduled or mandatory principal payments and related cash interest expense
payments of such Person for such period (excluding, however, any prepayments in
respect of Permitted Handset Obligations) plus (2) the lesser of (A) the
aggregate amount of actual Capex made by such Person on a Consolidated basis
during such period and (B) 110% of the amount of Capex specified in the then
current Approved Business Plan for such period plus (3) cash income taxes paid
by such Person on a Consolidated basis for such period.


         “Exchange Act” means the Securities Exchange Act of 1934, as amended, of
the United States of America.


         “Financing Method Obligations” means any and all Indebtedness and
obligations incurred by any of the Credit Parties that, in accordance with
GAAP, are required to be classified using the financing method, but only to the
extent that such Financing Method Obligations are incurred: (i) with respect
to assets of the type set forth on Annex A hereto and (ii) in accordance with
the material terms and conditions described on Annex C hereto.


         “Financing Note” has the meaning ascribed to such term in subsection
2.3(d) hereof.


         “Fixed Charge Coverage Ratio” means, as at any date, the ratio (for the
then ending or most recently ended fiscal quarter of the Company) of (a) (i)
EBITDA of the Company for such quarter to (b) Consolidated Fixed Charges of the
Company for such quarter.


         “Force Majeure” means any fire, explosion, accident, strike, lockout or
other labor dispute, drought, storm, hail, earthquake, embargo, act of God or
of the public enemy or other casualty (whether or not covered by insurance) or
other event of force majeure which could reasonably be expected to have a
Material Adverse Effect.


-9-







 


         “Free Cash” means, at any time, the sum, at such time, of (i) the cash and
Cash Equivalent assets of the Company and its Subsidiaries on a consolidated
basis, (ii) the amount reflected on the Company’s Consolidated balance sheet
for prepaid expenses, and (iii) the amount reflected on the Company’s most
recent quarterly consolidated cash flow statement for capital expenditures to
the extent such amount is in excess of the capital expenditures shown for such
time on the Approved Business Plan.


         “GAAP” means generally accepted accounting principles used, from time to
time, in the United States of America.


         “Governmental Approval” means any authorization, consent, approval,
license (other than the Licenses), franchise, concession, lease, ruling,
permit, certification, exemption, filing or registration by or with any
Governmental Authority or legal or administrative body material and necessary
for the design, location, construction, completion, ownership, operation,
repair or maintenance of a System or a Telecommunications Business, authority
to conduct business, the execution and delivery of the Credit Documents, the
making of Advances or the creation and perfection of the Liens contemplated by
the Security Documents.


         “Governmental Authority” means any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative authority or functions of
or pertaining to government.


         “Governmental Rule” means any statute, law, regulation, ordinance, rule,
judgment, order, writ, decree, directive, guideline, policy or requirement, or
any similar form of decision of or determination by, or any interpretation or
administration of any of the foregoing by, any Governmental Authority
(including, without limitation, any Environmental Law), whether now or
hereafter in effect.


         “Guarantees” has the meaning ascribed to such term in Section 5.1.


         “Guarantors” collectively refers to the Borrowers (in respect of their
Guarantees of the EFA and the Indebtedness incurred pursuant to the Senior
Notes) and the Persons listed on Schedule 1.1(c).


         “Hedge Agreement” means an interest rate swap, cap, floor or collar
agreement, any spot or forward contracts, interest rate future or option
contracts, currency swap agreements, commodities future contracts, currency
future or option contracts or other similar agreement or arrangement, as the
same shall be modified and supplemented and in effect from time to time.


         “Hedge Termination Value” means, in respect of any one or more Hedge
Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedge Agreements, (a) for any date on or
after the date such Hedge Agreements have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a) the amount(s)
determined as the mark-to-market value(s) for such Hedge Agreements, as
determined by the Company


-10-







 



based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Hedge Agreements
(which may include any Lender).


         “iDEN” means the Integrated Digital Enhanced Network created by the
Motorola Entities.


         “iDEN Equipment and Service Agreements” means each Integrated Digital
Enhanced Network Equipment Purchase Agreement and each Integrated Digital
Enhanced Network Installation and Optimization Agreement listed on Schedule
1.1(a) hereto, together with any amendments thereto or any other similar
agreements entered into from time to time between the Vendor and the Borrowers,
the Company or a Restricted Affiliate for the purchases of iDEN Equipment and
Services for use in a Relevant Country.


         “iDEN Equipment and Services” means iDEN infrastructure equipment and
related services supplied by the Motorola Entities (including ancillary
products and services such as switches which have been ordered from and
provided by the Motorola Entities but excluding subscriber equipment and
accessories) and related transportation and shipping costs, but excluding
import taxes, duties and other like costs.


         “iDEN System” means, with respect to each System, the wireless
communications system using iDEN technology which is being operated in
connection with such System.


         “Indebtedness” means, with respect to any Person, without duplication and
on a Consolidated basis



		
	 	         (a) all indebtedness of such Person for borrowed money (whether by
loan or the issuance and sale of debt securities),
	 
	 	         (b) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services (excluding current trade payables
incurred in the ordinary course of business of such Person which are due
no later than 90 days after the date of invoice),
	 
	 	         (c) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments,
	 
	 	         (d) the obligations of such Person under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) to
purchase or otherwise acquire, or otherwise to assure a creditor against
loss in respect of, indebtedness or obligations of others of the types
referred to in clauses (a) and (c) above,
	 
	 	         (e) all obligations of such Person in respect of letters of credit
or similar instruments issued or accepted by banks and other financial
institutions for the account of such Person, (including, without
limitation, reimbursement obligations with respect thereto but excluding
(i) letters of credit (including trade letters of credit) securing
obligations (other than obligations described in (a), (b), (c) and (d)
above and (f) and (g) below), entered into in the ordinary course of
business of such Person to the extent such letters of credit are not
drawn 



-11-







 




		
	 	upon or, if drawn upon, to the extent such drawing is reimbursed no
later than the third Business Day following receipt by such Person of a
demand for reimbursement and (ii) letters of credit secured by cash in a
manner not in breach of this Agreement which is deposited in a segregated
account held by a non-affiliate of such Person),
	 
	 	         (f) all indebtedness of others secured by a Lien on any asset of
such Person whether or not such indebtedness is assumed by such Person,
provided, that, in the case where such Person has no obligation with
respect to the Indebtedness of such other Person other than such Lien,
the amount of Indebtedness shall be the lesser of (i) the fair market
value of such asset at such date of determination and (ii) the amount of
such Indebtedness,
	 
	 	         (g) all Capital Lease Obligations, and
	 
	 	         (h) to the extent not otherwise included in this definition, the net
payment obligations in respect of Hedge Agreements (including, without
limitation, Hedge Termination Values to the extent consisting of
liabilities of such Person).



         “Indemnitees” has the meaning ascribed to such term in subsection 4.2(a)
hereof.


         “Information” has the meaning ascribed to such term in Section 13.10
hereof.


         “Initial Funding Date” means the date upon which each of the conditions
precedent set forth in Section 10.1 and 10.2 have been satisfied (as required
thereunder) and the initial Advance is made.


         “Initial Lender” means Motorola Credit Corporation, in its capacity as
initial lender hereunder.


         “Intellectual Property” has the meaning ascribed to such term in Section
7.9 hereof.


         “Intercreditor Agreement” means the Intercreditor Agreement dated as of
even date herewith by and among Motorola Credit Corporation, in its capacity as
the Lender under this Agreement and the EFA, the Persons listed on Schedule 1
thereto, Wilmington Trust Company, as the Senior Notes Indenture Trustee,
Citibank, N.A., in its capacity as the Collateral Agent and Motorola Credit
Corporation, in its capacity in certain circumstances as the lienholder for the
benefit of the Benefited Parties.


         “Interest Payment Date” means, with respect to any Advance, the last day
of the Interest Period applicable to the Advance, and, in addition, the date of
any prepayment of such Advance or conversion of such Advance to an Advance of a
different Type.


         “Interest Period” means (a) as to any LIBOR Advance, the period commencing
on the date of such Advance and ending on the numerically corresponding day
(or, if there is no numerically corresponding day, on the last day) in the
calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrowers may
elect, and (b) as to any Prime Advance, the period commencing


-12-







 



on the date of
such Advance and ending on the earliest of (i) the next succeeding June 30 or
December 31, (ii) the Maturity Date, and (iii) the date such Advance is
converted to an Advance of a different Type in accordance with Section 2.8 or
repaid or prepaid in accordance with Section 2.5; provided, however, that if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day. Interest
shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.


         “Investment” means, with respect to any Person, any loan or advance to
such Person, any purchase or other acquisition of any capital stock,
obligations or other securities of such Person, any capital contribution to
such Person or any other investment in or acquisition of any interest in such
Person.


         “IRS” means the Internal Revenue Service.


         “knowledge” means as it applies to the Company or a Restricted Affiliate,
the actual knowledge of a Vice President (or equivalent officer, as applicable)
or more senior officer of the Company or such Restricted Affiliate or any other
officer of the Company or such Restricted Affiliate having responsibility for
the transactions contemplated by the Operative Documents.


         “Leases” mean the various lease agreements executed by the Company or any
of the other Credit Parties as lessee in connection with the lease of such
interests of real and personal property as shall be necessary to install,
operate and maintain a System or a Telecommunications Business.


         “Lending Office” means, with respect to a Lender or the Administrative
Agent, any office, branch, subsidiary or affiliate of such Lender or the
Administrative Agent listed on the administrative information sheets provided
to the Administrative Agent by such Lender in connection herewith or otherwise
selected by such Lender or the Administrative Agent pursuant to subsection
3.1(f).


         “Lender Party” means, as the context may require, the Administrative
Agent, the Collateral Agent, any Lender and each of their respective
successors, transferees and assigns.


         “Lenders” means (a) the financial institutions listed on Schedule 2.1(a)
(other than any such financial institution that has ceased to be a party hereto
pursuant to an Assignment and Acceptance) and (b) any financial institution
that has become a party hereto pursuant to an Assignment and Acceptance.


         “LIBOR Advance” means each Advance the interest on which is determined on
the basis of rates referred to in the definition of LIBOR Base Rate.


         “LIBOR Base Rate” means, during an Interest Period for LIBOR Advances, the
rate per annum equal to the rate determined by reference to the LIBOR Page on
the Reuter Monitor


-13-







 



Money Rates Services, or any successor thereto as of 11:00
a.m., London, England time two Business Days prior to the beginning of such
Interest Period, for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to the amount of
the LIBOR Advances to be made by the Lenders for such Interest Period. If
quotes for the foregoing rates are not available on the Reuter Monitor Money
Rates Services or any successor thereto, the “LIBOR Base Rate” shall mean,
during an Interest Period for LIBOR Advances, the rate of interest per annum
determined by the Administrative Agent to be the weighted average (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of 1% per annum,
if such weighted average is not such a multiple) of the rates per annum at
which deposits in Dollars are offered to major money center banks in the London
interbank market at 11:00 a.m. London time two Business Days prior to the first
day of such Interest Period, in the approximate amount equal to the principal
amount of the LIBOR Advances to be made by the Lenders for such Interest Period
and for a period equal to such Interest Period.


         “LIBOR Borrowing” shall mean a Borrowing comprised of LIBOR Advances.


         “LIBOR Rate” means, with respect to a LIBOR Advance, for any Interest
Period therefor, the LIBOR Base Rate for such Advance for such Interest Period
divided by the difference of 1 minus the Reserve Requirement for such Advance
for such Interest Period.


         “Licenses” means collectively all those licenses and concessions that both
(i) permit the Borrowers, the Company or the Restricted Affiliates to conduct a
wide range of mobile radio services, including but not limited to, radio
dispatch service, paging, telephone interconnect services, and other mobile
communication, and personal communication services; and (ii) are materially
necessary for the ownership, operation or maintenance of the Systems in the
Major Market Areas as is contemplated by the Approved Business Plan and the
Telecommunications Businesses currently engaged in (including for this purpose
the telecommunications businesses and business plans for Nextel Argentina and
Nextel Brazil, respectively), together with any amendments or changes to each
such license or concession.


         “Lien” means, with respect to any Person, any security interest, lien,
pledge, mortgage, deed, charge or encumbrance (including, without limitation,
any agreement to give any of the foregoing), conditional sale agreement, title
retention agreement, finance lease or trust receipt or a consignment or
bailment for security purposes, or other security arrangement or any other
arrangement on or with respect to any asset or revenue of such Person.


         “Major Market Area” means, with respect to the System and
Telecommunications Business in each of the Relevant Countries, the following
cities: (i) in Mexico: Mexico City, Monterrey, Guadalajara, and Tijuana, (ii)
in Peru: greater Lima area, (iii) in Argentina: Buenos Aires, and (iv) with
respect to any other Relevant Country, such cities or regions as specified, at
the time such country becomes a Relevant Country, in writing by the Required
Lenders.


         “Management Agreements” means collectively the Management Agreements
referred to on Schedule 7.10 hereto.


-14-







 


         “Material Adverse Effect” means, generally with respect to any Person,
event or occurrence, a material adverse effect on (i) such Person’s business,
financial condition, assets, properties or operations (including, without
limitation, the construction, completion and operation of the relevant System
or the ability to achieve the portion of the Approved Business Plan relevant to
it with respect to any Major Market Areas, in the case of the Borrowers, the
Company and the Operating Affiliates), (ii) such Person’s ability to perform
its obligations under the Operative Documents to which such Person is a party,
(iii) the security interests granted by such Person under the Security
Documents or the value of the Collateral thereunder, (iv) any System or
Telecommunications Business or (v) such Person’s Licenses or Governmental
Approvals.


         “Materials of Environmental Concern” means chemicals, pollutants,
polychlorinated biphenyls, contaminants, wastes, toxic or hazardous substances,
asbestos, electromagnetic radiation, petroleum and petroleum products.


         “Maturity Date” means December 31, 2007, provided, if such date is not a
Business Day, then the Maturity Date shall be the immediately preceding
Business Day.


         “MCC” means Motorola Credit Corporation, a Delaware corporation.


         “McCaw Brazil” means McCaw International (Brazil), Ltd., a company
organized under the laws of the Commonwealth of Virginia.


         “MEFA” has the meaning given such term in the Recitals hereto.


         “Moody’s” means Moody’s Investors Service, Inc. and its successors.


         “Mortgages” has the meaning ascribed to such term in subsection
6.1(a)(i)(D) hereof and collectively refers to those certain Mortgages (or the
functional equivalent of such document for foreign jurisdictions) as granted by
each Person indicated on Schedule 6.1 hereto.


         “Motorola Entity” means Motorola, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware, United States of
America, and each of its Affiliates (other than Nextel and its Subsidiaries)
and Subsidiaries and their successors and assigns.


-15-







 


         “Net Cash Proceeds” means:



		
	 	         (1) with respect to any Asset Sale, the proceeds of such Asset Sale
in the form of cash or Cash Equivalents, including payments in respect of
deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form
of cash or Cash Equivalents (except to the extent such obligations are
financed or sold with recourse to the Borrowers, the Company or any
Restricted Affiliate) and proceeds from the conversion of other property
received when converted to cash or Cash Equivalents, net of (a)
reasonable and customary brokerage commissions and other fees and
expenses (including fees and expenses of counsel and investment bankers)
related to such Asset Sale, other than fees and expenses paid or payable
to an Affiliate of the Company, (b) provisions for all taxes (whether or
not such taxes will actually be paid or are payable) as a result of such
Asset Sale without regard to the consolidated results of operations of
the Borrowers, the Company and its Restricted Affiliates, taken as a
whole, (c) payments made to repay Indebtedness or any other obligation
outstanding at the time of such Asset Sale that either (x) is secured by
a Lien on the property or assets sold permitted hereunder which is
permitted to be prior to or pari passu with the Indebtedness hereunder or
(y) is required to be paid as a result of such sale, and (d) appropriate
amounts to be provided by the Borrowers, the Company or any Restricted
Affiliate as a reserve against any liabilities associated with such Asset
Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such
Asset Sale, all as determined in conformity with GAAP and reflected on an
officers’ certificate from the Company’s chief financial officer
delivered to the Collateral Agent; provided that with respect to any
Asset Sale by a Restricted Affiliate, Net Cash Proceeds shall be reduced
by a percentage amount that corresponds to the percentage ownership
interest in the assets of such Restricted Affiliate not owned on the date
of such Asset Sale, directly or indirectly, by the Company; and
	 
	 	         (2) with respect to any capital contribution or issuance or sale of
Capital Stock, the proceeds of such capital contribution or issuance or
sale in the form of cash or Cash Equivalents, including payments in
respect of deferred payment obligations (to the extent corresponding to
the principal, but not interest, component thereof) when received in the
form of cash or Cash Equivalents (except to the extent such obligations
are financed or sold with recourse to the Borrowers, the Company or any
Restricted Affiliate) and proceeds from the conversion of other property
received when converted to cash or Cash Equivalents, net of reasonable
attorney’s fees, accountants’ fees, underwriters’ or placement agents’
fees, discounts or commissions and brokerage, consultant and other fees
incurred in connection with such capital contribution or issuance or sale
and net of taxes paid or payable as a result thereof.



         “Nextel” means Nextel Communications, Inc., a Delaware corporation.


         “Nextel Argentina” means Nextel Communications Argentina S.A., an
Argentine sociedad anonima.


-16-







 


         “Nextel Argentina Parent” means Nextel International (Argentina) Ltd., a
company incorporated under the laws of the Cayman Islands.


         “Nextel Argentina Facility” means that certain Credit Agreement, dated as
of February 27, 1998 as amended, modified or supplemented, among Nextel
Argentina, The Chase Manhattan Bank, as administrative agent, and the lenders
party thereto.


         “Nextel Brazil” means Nextel S.A., a Brazilian sociedad anonima.


         “Nextel Chile” means collectively, Multikom S.A., a corporation organized
under the laws of Chile and Centennial Cayman Corp. Chile, S.A., a corporation
organized under the laws of Chile.


         “Nextel Japan” means Nextel International (Japan), Ltd. a limited company
organized under the laws of Delaware.


         “Nextel Mexico” means Comunicaciones Nextel de Mexico S.A. de C.V., a
corporation organized under the laws of Mexico.


         “Nextel Peru” means Nextel del Peru, S.A., a corporation organized under
the laws of Peru.


         “Nextel Philippines” means, collectively, Nextel International
(Philippines) LLC, a limited liability company incorporated under the laws of
the Cayman Islands, Top Mega Enterprises, Limited, a limited company organized
under the laws of Hong Kong, Gamboa Holdings, Inc., a corporation organized
under the laws of the Philippines, Joyce Link Holdings, Ltdl., a limited
liability company organized under the laws of the British Virgin Islands,
Nextel Communications Philippines, Inc., a corporation organized under the laws
of the Philippines, East Holdings Limited, a limited company organized under
the laws of Hong Kong, Emerald Investments, Inc., a corporation organized under
the laws of the Philippines, and Foodcamp Industries and Marketing, Inc., a
corporation organized under the laws of the Philippines.


         “Nextel Teletransportes” means Teletransportes Integrales, S.A. de C.V., a
corporation organized under the laws of Mexico.


         “NII Cayman” shall have the meaning ascribed to such term in the Preamble
hereto.


         “Non-U.S. Lender” shall have the meaning ascribed to such term in
subsection 3.1(e).


         “Obligations” means collectively, all of the Indebtedness, liabilities and
obligations (i) with respect to the Borrowers , the Borrowers to the Lender
Parties under the Credit Documents, and (ii) with respect to the other Credit
Parties, of such Credit Parties to the Lender Parties under the Credit
Documents, in each case whether now existing or hereafter arising, whether or
not currently contemplated.


-17-







 


         “Operating Affiliate” means each of Nextel Mexico and Nextel Peru and each
other Affiliate of the Company which (i) owns or operates an iDEN System and
(ii) has been expressly approved in writing by the Required Lenders to be
designated as an Operating Affiliate.


         “Operative Documents” means, collectively, the Credit Documents and the
System Documents.


         “Other Taxes” shall have the meaning ascribed to such term in subsection
3.1(b).


         “Payment Date” means each Semi Annual Date in each year commencing with
the December 31, 2002 Semi Annual Date and the last day of any Interest Period
for interest due on a LIBOR Advance.


         “Payment Location” means an office, branch or other place of business of
the Company.


         “PBGC” means the Pension Benefit Guaranty Corporation or its successor.


         “Permitted Amount” means , at any date of determination, an amount equal
to:




		
	 	         (1) Net Cash Proceeds of all sales of equity in the Company
subsequent to the Closing Date; plus
	 
	 	         (2) Ten percent (10%) of the Consolidated EBITDA of the Company
during the period from the Closing Date through December 31, 2004, plus
	 
	 	         (3) Twenty percent (20%) of the remainder of (i) Consolidated EBITDA
of the Company less (ii) cumulative Capex of the Borrowers, the Company
and its Restricted Affiliates during the period from January 1, 2005
through such date of determination.



         “Permitted Handset Obligations” means all indebtedness for borrowed money
incurred by the Credit Parties in connection with financing the purchase of
handsets from a Motorola Entity for use by subscribers in connection with a
System, which indebtedness (a) does not at any time exceed the invoiced amount
of handsets purchased during the month such determination is made plus the
invoiced amount of handsets purchased during the previous eleven months, (b)
does not mature prior to 360 days after the incurrence thereof, and (c) is not
secured by any Liens other than Handset Liens (as defined in the definition of
“Permitted Liens”).


         “Permitted Indebtedness” means, collectively,



		
	 	         (a) the Obligations;
	 
	 	         (b) trade accounts payable which are due no later than 120 days
after invoice (or, in the case of trade accounts payable owed to a
Motorola Entity, on payment and other terms as agreed to from time to
time between the relevant obligor(s) and the 



-18-







 




		
	 	Motorola Entity) and other
similar Indebtedness of the Borrowers, the Company and the Restricted
Affiliates incurred in the ordinary course of business (including,
without limitation, subscriber equipment and accessories purchased in the
ordinary course of business) and as permitted in this Agreement, provided
that in addition to the foregoing, there shall be permitted to be
outstanding at any one time, up, to $20,000,000 of trade accounts payable
and other similar Indebtedness of the Credit Parties incurred in the
ordinary course of business which are due later than 120 days after
invoice but no later than 180 days after invoice; provided further that
the $20,000,000 maximum amount in the preceding proviso shall be reduced
on a dollar-for-dollar basis to the extent of any Indebtedness incurred
by McCaw Brazil or any of its Subsidiaries under clause (b) of the
definition of “Permitted Indebtedness” f’
	 
	 	         (c) Capital Lease Obligations under long-term real property leases
of the Borrowers, the Company and the Restricted Affiliates in respect of
the cell sites, switch sites, retail space and office space incurred in
the ordinary course of business; provided that both before and after
entering into (or renewing) a Capital Lease Obligation the Company shall
be in pro forma compliance with Section 8.15(e) (with pro forma
compliance determined as of the most recent quarter end date as if such
Capital Lease Obligation had been in effect for the entirety of the
fiscal quarter ending on such quarter end date);
	 
	 	         (d) Capital Lease Obligations under short-term leases of the
Borrowers, the Company and the Restricted Affiliates in an amount per
annum not exceeding $5,000,000 in the aggregate;
	 
	 	         (e) Indebtedness of the Borrowers, the Company and the Restricted
Affiliates not exceeding $50,000,000 in the aggregate, having a weighted
average life to maturity longer than the Obligations for Advances of the
Borrowers under this Agreement and which may, to the extent reasonably
practicable (as reasonably determined by the Administrative Agent in
consultation with the Company), be secured by the Collateral on a pari
passu basis on terms and conditions reasonably satisfactory to the
Required Lenders;
	 
	 	         (f) Indebtedness of the Borrowers, the Company and the Restricted
Affiliates (i) not exceeding, in the aggregate $150,000,000 and (ii)
which shall be unsecured and otherwise be on terms and conditions
reasonably satisfactory to the Required Lenders;
	 
	 	         (g) [reserved];
	 
	 	         (h) swingline loans of the Company not exceeding $500,000 which
shall be pari passu with the Obligations and, to the extent reasonably
practicable (as reasonably determined by the Administrative Agent in
consultation with the Company), secured by the Collateral hereunder;



-19-







 






		
	 	         (i) any refinancing, extension, renewal or refunding of any
“Permitted Indebtedness” hereunder (other than Indebtedness described in
clause (p) or (q) (to the extent consisting of a Guarantee of
Indebtedness under clause (p)) below, which, when refinanced, extended,
renewed or refunded, is incurred pursuant to and in accordance with one
or more of the clauses of this definition) not involving an increase in
the principal amount thereof or a reduction in the remaining weighted
average life to maturity thereof (computed in accordance with standard
financial practice);
	 
	 	         (j) Indebtedness of the Borrowers, the Company and the Restricted
Affiliates owing to or under any credit or other arrangement entered into
with Motorola Credit Corporation, including, without limitation,
Indebtedness under the EFA; provided that, before and after giving effect
to such Indebtedness, the Borrowers, the Company and the Credit Parties
shall be in compliance with each of the financial covenants set forth in
Section 8.15;
	 
	 	         (k) Indebtedness (A) in respect of performance, surety or appeal
bonds provided in the ordinary course of business, (B) under Hedge
Agreements; provided that such Hedge Agreements (I) are designed solely
to protect the Borrowers, the Company or its Restricted Affiliates
against fluctuations in foreign currency exchange rates or interest rates
and (II) do not increase the Indebtedness of the obligor outstanding at
any time other than as a result of fluctuations in foreign currency
exchange rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder; and (C) arising from agreements
providing for indemnification, adjustment of purchase price or similar
obligations, or from guarantees or letters of credit, surety bonds or
performance bonds securing any obligations of the Borrowers, the Company
or any Restricted Affiliate pursuant to such agreements, in any case
incurred in connection with the disposition of any business, assets or
100% of the Capital Stock of a Restricted Affiliate (other than
guarantees of Indebtedness incurred by any Person acquiring all or any
portion of such business, assets or Restricted Affiliate for the purpose
of financing such acquisition), in a principal amount not to exceed the
gross proceeds actually received by the Borrowers, the Company or any
Restricted Affiliate in connection with such disposition;
	 
	 	         (l) guaranties of Indebtedness of the Borrowers by the Company or
any Restricted Affiliate, so long as any such guaranty is subordinated to
the prior indefeasible payment in full in cash of the Obligations;
	 
	 	         (m) Permitted Sale-Leaseback Obligations;
	 
	 	         (n) Permitted Handset Obligations;
	 
	 	         (o) Financing Method Obligations;
	 
	 	         (p) Indebtedness in an aggregate principal amount of $180,820,855 at
scheduled maturity incurred pursuant to the Senior Notes;



-20-







 






		
	 	         (q) the Borrower Guaranty Obligations; and
	 
	 	         (r) guaranties of any of the foregoing;



provided that in no event shall NII Cayman incur Permitted Indebtedness other
than (A) with respect to the Indebtedness described under clause (p) above, (B)
the obligations under this Agreement, and (C) guaranties of the New EFA.


         “Permitted Investments” means:


         (a)  debt obligations maturing within twelve months of the time of
acquisition thereof which from time to time are accorded a rating of AA- or
better by S&P (or an equivalent rating by another recognized credit rating
agency of similar standing if such division is not then in the business of
rating long term debt obligations);


         (b)  commercial paper with a maturity of 270 days or less which from time
to time is accorded a rating of A4 or better by S&P (or an equivalent rating by
another recognized credit rating agency of similar standing if such division is
not then in the business of rating commercial paper);


         (c)  certificates of deposit maturing within twelve months of the time of
acquisition thereof issued by commercial banks that are accorded a rating by an
internationally recognized rating service then in the business of rating
commercial banks which is in the first quartile of the rating categories used
by such service;


         (d)  obligations maturing within twelve months of the time of acquisition
thereof of any Governmental Authority which obligations from time to time are
accorded a rating of BBB or better by S&P (or an equivalent rating by another
recognized credit rating agency of similar standing if such division is not
then in the business of rating governmental obligations); and


         (e)  demand deposits, certificates of deposit, bankers acceptance and time
deposits (having a term of less than one year) of United States having total
assets in excess of $1,000,000,000.


         “Permitted Liens” means, as of any particular time,


         (a)  with respect to Collateral located in the United States, Liens
for taxes, assessments or governmental charges not then delinquent or
which the Company may, pursuant to the provisions of Section 8.1 hereof,
permit to remain unpaid,


         (b)  Liens created pursuant to the Security Documents,


         (c)  with respect to Collateral located in the United States, any
mechanic’s, worker’s, repairer’s, materialmen’s, supplier’s, vendor’s or
like Liens securing obligations arising in the ordinary course of
business that (x) are not mature and not overdue, or (y)


-21-







 



 are being
contested in good faith and (1) as to which adequate reserves have been
established on the books of the Company in accordance with GAAP or (2)
that do not materially impair the value or marketability of the security
granted to the Collateral Agent, for the benefit of the Lender Parties,
pursuant to the Security Documents and could not result in an aggregate
liability in excess of $1,000,000,


         (d)  with respect to Collateral located in the United States, all
utility, access and other similar easements, rights-of-way and
restrictions granted in the ordinary course of business,


         (e)  with respect to Collateral located in the United States, pledges
or deposits by the Company under workers’ compensation laws, unemployment
insurance laws, social security or pension obligations or similar
legislation, in respect of which adequate reserves shall have been
established, or good faith deposits not to exceed $1,000,000 in the
aggregate in connection with bids, tenders, contracts (other than for the
payment of Indebtedness of the Company) or leases to which the Company is
permitted hereunder to be a party, or deposits to secure public or
statutory obligations of the Company, or deposits of cash or bonds to
secure surety or appeal bonds which the Company is obligated to provide
in accordance with activities permitted of it hereunder, or deposits as
security for contested taxes or import duties or for the payment of rent,


         (f)  Liens upon tangible personal property (which was acquired after
the date hereof, and the cost of which, individually or in the aggregate,
does not exceed $100,000) granted by the Borrowers, the Company or any
Restricted Affiliate, each of which Liens was created solely to secure
Indebtedness representing, or incurred to finance, refinance or refund,
the cost of such property (provided that no such Lien shall extend to
cover any property of the Company other than the property so acquired),


         (g)  with respect to Collateral located in the United States,
inchoate rights reserved to or vested in any Governmental Authority as of
the date hereof to condemn, appropriate, control or regulate the System
or any portion thereof,


         (h)  Liens securing Permitted Indebtedness of the types described in
clauses (e), (i) (to the extent of the collateral securing the
Indebtedness being refinanced) and (j) of the definition thereof so long
as the subject Indebtedness is pari passu with, and not senior to, the
Obligations,


         (i)  Liens in foreign jurisdictions comparable to the Liens permitted
by clauses (a), (c), (d), (e) and (g) of this definition; provided, in
the case of clause (e) there shall be two additional exceptions as
follows: (i) Liens in Mexico on assets (other than deposit accounts)
having an aggregate fair market value of less than $2.0 million and (ii)
Liens on a deposit account in Peru to secure performance bonds and/or
letters of credit provided that the account shall be subject to an
irrevocable instruction to transfer on a daily basis any balances in
excess of $2.0 million to a deposit account in which the Collateral Agent
has a perfected, first priority security interest,


-22-







 


         (j)  leases or subleases of property of the Borrowers, the Company
and the Restricted Affiliates granted to others in the ordinary course of
business that could not reasonably be expected to have a Material Adverse
Effect,


         (k)  Liens encumbering property or assets under construction arising
from progress or partial payments by a customer of the Borrowers, the
Company or any Restricted Affiliate relating to such property subject to
any Capitalized Lease permitted hereunder or operating lease,


         (l)  Liens arising from filing Uniform Commercial Code financing
statements (or substantially equivalent filings outside the United
States) regarding operating leases,


         (m)  Liens on property of, or on shares of capital stock or
Indebtedness of, any Person existing at the time such Person becomes, or
becomes a part of, any Restricted Affiliate; provided that such Liens do
not extend to or cover any property or assets of the Borrowers, the
Company or any Restricted Affiliate other than the property or assets
acquired and were not created in connection with or in contemplation of
such Person becoming a Restricted Affiliate,


         (n)  Liens in favor of the Borrowers, the Company or any Restricted
Affiliate subordinated to the Liens securing the Obligations and to the
prior payment in full in cash of the Obligations,


         (o)  Liens arising from the rendering of a final judgment or order
against the Borrowers, the Company or any Restricted Affiliate that does
not give rise to an Event of Default and which attach to assets which, in
the aggregate, have a fair market value of less than $5,000,000;


         (p)  Liens securing reimbursement obligations with respect to
performance letters of credit that encumber documents and the property
which is the subject of such performance letters of credit and the
products and proceeds thereof;


         (q)  Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;


         (r)  Liens encumbering customary initial deposits and margin
deposits, and other Liens that are either within the general parameters
customary in the industry and incurred in the ordinary course of
business, in each case, securing Indebtedness under Hedge Agreements;


         (s)  Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by
the Borrowers, the Company or any Restricted Affiliate in the ordinary
course of business in accordance with the past practices of the Company
and its Subsidiaries prior to the Closing Date, provided, that the


-23-







 



 obligations secured by the liens described in the foregoing clauses (k),
(p), (q), (r) and (s) shall not at any time exceed $5,000,000 in the
aggregate,


         (t)  Liens securing the obligations under the Senior Notes and the
Guarantees of the Company, the Borrowers, the Restricted Affiliates, the
Supplemental Credit Parties, and their Subsidiaries as listed on Schedule
1.1(e) of the Borrowers’ obligations under the Senior Notes provided that
such Liens have the relative priority as provided in the Intercreditor
Agreement;


         (u)  Liens securing the obligations under the EFA and the Guarantees
of the Company, the Borrowers, the Restricted Affiliates, the
Supplemental Credit Parties and their Subsidiaries as listed on Schedule
1.1(e) of the obligations under the EFA of the borrower thereunder
provided that such Liens have the relative priority as provided in the
Intercreditor Agreement; and


         (v)  purchase money Liens on handsets (and the proceeds thereof), but
only to the extent that such Liens secure the Permitted Handset
Obligations related thereto (“Handset Liens”).


A contest referred to in this definition shall be permitted only if the
execution or enforcement of the Lien being contested shall have been stayed or
is stayed as a result thereof and such contest could not reasonably be expected
to (i) have a Material Adverse Effect, or (ii) create or materially increase
the risk of imposition of any material penalties or liabilities, whether civil
or criminal, upon any Lender Party.


         “Permitted Sale-Leaseback Obligations” means any and all Indebtedness and
obligations related or incident to a Permitted Sale-Leaseback Transaction,
including, without limitation, any guaranty, agreement, or obligation of any of
the Credit Parties to repurchase all or any portion of the assets subject to
any Permitted Sale-Leaseback Transaction.


         “Permitted Sale-Leaseback Transactions” means any and all transactions or
arrangements (and all renewals and extensions with respect thereto) pursuant to
which one or more of the Credit Parties sells or otherwise transfers for value
assets of the type described on Annex A hereto with an aggregate fair market
value (as determined by the proceeds of the transfers of such assets) not to
exceed $200,000,000 less the amount of “Permitted Sale-Leaseback Transactions”
entered into by Nextel Brazil or one of its Subsidiaries (as defined in the
EFA), and simultaneously with such sale or transfer, agrees to lease such
assets from such Person(s), but only to the extent that such Permitted
Sale-Leaseback Transactions are consummated generally in accordance with the
material terms and conditions described on Annex B hereto. The foregoing
notwithstanding, the Credit Parties may not sell or otherwise transfer for
value assets of the type described in Annex A hereto owned by a Credit Party as
of June 30, 2002, with an aggregate fair market exceeding $200,000,000 less the
amount of “Permitted Sale-Leaseback Transactions” entered into by McCaw Brazil
or by Nextel Brazil or one of its Subsidiaries (as defined in the EFA),
provided however, that such limit does not apply with respect to assets of the
type described in Annex A hereto acquired by a Credit Party after June 30,
2002.


-24-







 


         “Person” means an individual, corporation, partnership, limited liability
company, joint venture, unincorporated association, trust or other juridical
entity, or any Governmental Authority.


         “Plan” means at any time an employee pension benefit plan as defined in
Section 3(2) of ERISA that is covered by Title IV of ERISA or that is subject
to the minimum funding standards under Section 412 of the Code and is either:
(a) maintained by the Company or any member of the Controlled Group for
employees of the Company, or by the Company or any other member of the
Controlled Group for employees of any member of the Controlled Group, or (b)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
the Company or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made or been obligated to make contributions.


         “Post-Default Rate” means (a) in respect of any Advances not paid when due
(whether at stated maturity, by acceleration or otherwise), a rate per annum
during the period commencing on the due date until such Advances are paid in
full equal to: (i) if such Advances are Prime Advances, 2% above the Prime
Rate as in effect from time to time plus the Applicable Margin for Prime
Advances (but in no event less than the interest rate in effect on the due
date), or (ii) if such Advances are LIBOR Advances, 2% above the rate of
interest in effect thereon at the time of such default until the end of the
then current Interest Period therefor and, thereafter, 2% above the Prime Rate
as in effect from time to time plus the Applicable Margin for Prime Advances
(but in no event less than the interest rate in effect on the due date); and
(b) in respect of other amounts payable by the Borrowers hereunder (other than
interest) not paid when due (whether at stated maturity, by acceleration or
otherwise), a rate per annum during the period commencing on the due date until
such other amounts are paid in full equal to 2% above the Prime Rate as in
effect from time to time plus the Applicable Margin for Prime Advances (but in
no event less than the interest rate in effect on the due date). In each case,
the Post-Default Rate shall not exceed the maximum post-default interest rate
permitted by applicable law.


         “Prepayment Account” shall have the meaning ascribed to such term in
subsection 2.5(a)(v).


         “Prime Advances” means Advances which bear interest at a rate based upon
the Prime Rate.


         “Prime Rate” means the prime commercial lending rate from time to time as
published in The Wall Street Journal (United States edition). Each change in
any interest rate provided for herein based upon the Prime Rate resulting from
a change in the Prime Rate shall take effect on the beginning of the day of
such change in the Prime Rate.


         “Prime Rate Borrowing” shall mean a Borrowing comprised of Prime Advances.


         “Promise to Pledge Quotas” has the meaning ascribed to such term in
subsection 6.1(a)(i)(A) hereof and collectively refers to those certain Promise
to Pledge Quotas (or the


-25-







 



functional equivalent of such document for foreign
jurisdictions) as executed by those Persons indicated on Schedule 6.1 hereto.


         “Quota Pledge Agreements” has the meaning ascribed to such term in
subsection 6.1(a)(i)(A) hereof and collectively refers to those certain Quota
Pledge Agreements (or the functional equivalent of such document for foreign
jurisdictions) as executed by those Persons indicated on Schedule 6.1 hereto.


         “Quota Voting Agreements” has the meaning ascribed to such term in
subsection 6.1(a)(i)(A) hereof and collectively refers to those certain Quota
Voting Agreements (or the functional equivalent of such document for foreign
jurisdictions) as executed by those Persons indicated on Schedule 6.1 hereto.


         “Rate” has the meaning ascribed to such term in the definition of “Type”.


         “Recurring Revenues” means total gross revenues earned by the Operating
Affiliates and their Subsidiaries from recurring revenue sources (including,
without limitation, interconnect fees, monthly fees, usage fees, roaming fees,
air time charges, value-added services, each adjusted for inflation in
accordance with GAAP, and additional service charges, less the bad debt expense
for that period indicated on the income statement of the Operating Affiliates).
Recurring Revenues shall not include equipment sales or leases of iDEN or
other Subscriber Units.


         “Redeemable Stock” means any class or series of capital stock of a Person
that by its terms or otherwise is (i) required to be redeemed prior to the
Maturity Date, (ii) redeemable at the option of the holder thereof at any time
prior to the Maturity Date, (iii) convertible into or exchangeable for capital
stock referred to in (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Maturity Date; provided that any capital stock that would
not constitute “Redeemable Stock” but for the provisions thereof giving holders
thereof the right to require such Person to repurchase or redeem such capital
stock upon the occurrence of an “asset sale” or “change of control” occurring
prior to the Maturity Date shall not constitute Redeemable Stock if the “asset
sale” or “change of control” provisions applicable to such stock specifically
provide that such Person will not repurchase or redeem any such stock pursuant
to such provision prior to the Borrower’s indefeasible repayment in full in
cash of the Obligations.


         “Regulation D” means Regulation D of the Board of Governors of the Federal
Reserve System, as the same may be amended or supplemented from time to time.


         “Regulatory Change” means any change after the date of this Agreement in
United States federal, state or foreign laws or regulations (including, without
limitation, Regulation D and the laws or regulations that designate any
assessment rate relating to certificates of deposit or otherwise) or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of banks of or under any United States federal,
state or foreign laws or regulations (whether or not having the force of law)
by any court or governmental or monetary authority charged with the
interpretation or administration thereof.



-26-









 



         “Related Operating Affiliate” means (a) with respect to the System to be
built and operated, and the Telecommunications Business to be conducted, in
Mexico, Nextel Mexico, (b) with respect to the System to be built and operated,
and the Telecommunications Business to be conducted, in Peru, Nextel Peru, and
(c) with respect to each System in another Relevant Country, the Person
identified by the Administrative Agent and the Related Operating Affiliate.


         “Relevant Country” means each of Mexico, Peru, Chile, Argentina and each
other country approved in writing by the Required Lenders in which the Company
and/or an Operating Affiliate is establishing or operating a System and related
Telecommunications Business.


         “Reorganization Plan” has the meaning given such term in the Recitals
hereto.


         “Request for Financing” means a request described in subsection 2.2(a)
hereof substantially in the form of Exhibit B hereto, duly completed and
executed by the Borrowers.


         “Required Lenders” shall mean, prior to an assignment by the Initial
Lender pursuant to Section 13.5, the Initial Lender, and thereafter, those
lenders hereunder having proportionate exposure with respect to remaining
Commitments, if any, and unpaid Advances, in excess of 50% of the total
remaining Commitments, if any, and unpaid Advances of all Lenders.


         “Reserve Requirement” means, with respect to any Lender, for any LIBOR
Advances made or maintained by such Lender for any Interest Period as to which
interest is payable hereunder, the average rate at which reserves (including,
without limitation, any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period by such Lender against
“Eurocurrency liabilities” (as such term in used in Regulation D).


         “Restricted Affiliate” means, (i) each of the Company’s Subsidiaries
(other than the Supplemental Credit Parties except to the extent a Person
ceases to be a Supplemental Credit Party by written consent of the Required
Lenders or in accordance with the terms of this Agreement), (ii) each Operating
Affiliate (whether or not a Subsidiary of the Company) and (iii) each
Subsidiary of an Operating Affiliate (whether or not a Subsidiary of the
Company); provided that (A) “Restricted Affiliates” shall not include Nextel
Chile, Nextel Japan and Nextel Philippines or any of their respective
Subsidiaries unless otherwise requested by the Required Lenders, for purposes
of the calculation of financial covenants in Section 8.15, (B) Persons who
become Subsidiaries of the Company after the date hereof shall not be
considered to be Restricted Affiliates hereunder for purposes of the exceptions
to the negative covenants in Section 9 hereof (and the related definitions in
Section 1) unless and until such Persons have complied with the requirements of
Section 5 and 6 hereof (it being understood that such Persons shall be subject
to the negative covenants in Section 9) and (C) upon the settlement of the
claims of the creditors of Nextel Argentina under the Nextel Argentina Facility
in the manner described in that certain Non-Recourse Assignment of Indebtedness
and Liens dated November 12, 2002, (or on terms otherwise agreed to by the
Required Lenders) “Restricted Affiliates” shall also include the Nextel
Argentina Parent, Nextel Argentina and the other Subsidiaries of Nextel
Argentina Parent (each of which shall be then required to comply with the
requirements of
Sections 5 and 6 hereof) and (D) solely for the purpose of Section 8.15
(including for


-27-









 



determinations of the component parts of the financial covenants
therein) Nextel Argentina Parent, Nextel Argentina, the Subsidiaries of Nextel
Argentina, McCaw Brazil, Nextel Brazil and the Subsidiaries of Nextel Brazil
shall be deemed to be Restricted Affiliates.


         “Rights Offering” shall have the meaning ascribed to such term in the
Reorganization Plan.


         “SEC Reports” means the annual, quarterly or current reports and proxy
statements filed from time to time by the Company pursuant to the Securities
and Exchange Act of 1934, as amended.


         “S&P” means Standard & Poor’s Rating Services Group, a division of The
McGraw Hill Companies, Inc.


         “Secured Parties” means collectively, MCC, the Senior Notes Indenture
Trustee, the Administrative Agent, and the Collateral Agent.


         “Securities Act” means the Securities Act of 1933, as amended, of the
United States of America.


         “Security Agreements” has the meaning ascribed to such term in subsection
6.1(a)(i)(B) hereof and collectively refers to those certain Security
Agreements (or the functional equivalent of such document for foreign
jurisdictions) as executed by those Persons indicated on Schedule 6.1 hereto.


         “Security Deposit Agreements” has the meaning ascribed to such term in
subsection 6.1(a)(i)(B) hereof and collectively refers to those certain
Security Deposit Agreements (or the functional equivalent of such document for
foreign jurisdictions) as executed by those Persons indicated on Schedule 6.01
hereto.


         “Security Documents” means individually and collectively the Security
Agreements, the Security Deposit Agreements, the Share Pledge Agreements, the
Bank Account Control Agreements, the Quota Pledge Agreements, the Quota Voting
Agreements, the Trademark Assignment Agreements, Promise to Pledge Quotas
agreements, the Share Voting Agreements, Mortgages, to the extent such Person
is organized under, or has assets subject to the jurisdiction of a jurisdiction
other than the United States of America or a state thereof, such similar
security documentation as shall be reasonably acceptable to the Administrative
Agent and the Collateral Agent, those agreements detailed for each Person
listed on Schedule 6.1 and any financing statements, registrations or similar
documents filed or recorded in connection with, or in addition to, the
foregoing.


         “Semi Annual Dates” means June 30 and December 31.


         “Senior Notes” means those certain new senior secured discount notes of
NII Cayman in the aggregate principal amount at scheduled maturity of
$180,820,855 governed pursuant to the Senior Notes Indenture.


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         “Senior Notes Indenture” means that certain Indenture dated as of November
12, 2002 among NII Cayman, the guarantors signatory thereto, and Wilmington
Trust Company, a Delaware corporation, as Trustee.


         “Senior Notes Indenture Trustee” means Wilmington Trust Company, a
Delaware corporation, in its capacity as indenture trustee.


         “Share Pledge Agreement” has the meaning ascribed to such term in
subsection 6.1(a)(i)(A) hereof and collectively refers to those certain Share
Pledge Agreements (or the functional equivalent of such document for foreign
jurisdictions) as executed by those Persons indicated on Schedule 6.1 hereto.


         “Share Voting Agreement” has the meaning ascribed to such term in
subsection 6.1(a)(i)(A) hereof and collectively refers to those certain Share
Voting Agreements (or the functional equivalent of such document for foreign
jurisdictions) as executed by those Persons indicated on Schedule 6.1 hereto.


         “Shareholders Equity” means, as of any date, the amount reflected in the
Company’s Consolidated balance sheet for the then ending or most recently ended
fiscal quarter of the Company as “shareholders equity”.


         “SLA” has the meaning given such term in the Recitals hereto.


         “Subscriber Units” means with respect to any System, as at any date, the
aggregate number of handset units employing digital technology, subscribing to,
and paying for, communications services provided by the Related Operating
Affiliate in connection with such System (and in the case of a wireless
communications System in Brazil, provided by Nextel Brazil), excluding any such
unit to the extent that accounts receivable generated by operation of such unit
are more than ninety (90) days past due as of such date.


         “Subsidiary” shall mean, with respect to any Person (herein referred to as
the “parent”), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by the parent, or (b)
that is, at the time any determination is made, otherwise Controlled by, the
parent or one or more Subsidiaries of the parent or by the parent and one or
more Subsidiaries of the parent.


         “Supplemental Credit Parties” means (i) McCaw Brazil, Nextel Brazil, and
the Subsidiaries of Nextel Brazil as listed on Schedule 1.1(d); (ii) until the
settlement of the claims of the creditors of Nextel Argentina under the Nextel
Argentina Facility in the manner described in that certain Non-Recourse Assignment of Indebtedness and Liens dated
November 12, 2002 (or on terms otherwise agreed to by the Required Lenders)
“Supplemental Credit Parties” shall


-29-








 



also include the Nextel Argentina Parent,
Nextel Argentina and the other Subsidiaries of Nextel Argentina Parent as
listed on Schedule 1.1(d).


         “System” means each wireless communications system to be constructed and
operated in a Relevant Country by the Borrowers, the Company and the Related
Operating Affiliate utilizing an iDEN System.


         “System Documents” means, for each System, to the extent constituting
agreements or documents material to the System (i) the iDEN Equipment and
Service Agreements, (ii) the Management Agreements, (iii) all Leases (A) that,
if terminated, could reasonably be expected to have a Material Adverse Effect
or (B) having an aggregate net present value or cost in excess of $10,000,000,
and (iv) any Additional System Document, and for all the Systems, all such
agreements.


         “Taxes” means, with respect to the Administrative Agent, the Collateral
Agent and any Lender, any present or future taxes, levies, imposts, stamp
duties, fees, charges, deductions, withholding, restrictions or conditions of
any nature whatsoever imposed, levied, collected, assessed or withheld by or
within any Relevant Country or any political subdivisions or taxing authority
thereof or therein or by or within any jurisdiction from which payment is made
on account of the transactions contemplated by the Credit Documents or by or
imposed on the Administrative Agent, the Collateral Agent or any Lender (a) by
the jurisdiction under the laws of which the Administrative Agent (in the case
of payments to the Administrative Agent), the Collateral Agent (in the case of
payments to the Collateral Agent) or such Lender is organized or any
Governmental Authority or taxing authority thereof or therein, or (b) by any
jurisdiction in which the Administrative Agent’s (in the case of payments to
the Administrative Agent), the Collateral Agent’s (in the case of payments to
the Collateral Agent) or such Lender’s applicable Lending Offices are located
or any Governmental Authority or taxing authority thereof or therein;
excluding
(i) taxes imposed on the net income, gross revenues or net worth of the
Administrative Agent, the Collateral Agent or any Lender (or any transferee or
assignee thereof, including a participation holder (any such entity a
“Transferee”)) and (ii) franchise taxes imposed on the net income of the
Administrative Agent, the Collateral Agent or any Lender (or Transferee), in
each case by the jurisdiction under the laws of which the Administrative Agent,
the Collateral Agent or such Lender (or Transferee) is organized or any
political subdivision thereof.


         “Telecommunications Business” means, with respect to each System, the
radio paging, mobile communications, personal communications services and
related wireless services in the Relevant Country in which the Borrowers, the
Company and the Related Operating Affiliate are engaged.


         “Trademark Agreement” means the Third Amended and Restated Trademark
License Agreement dated as of November 12, 2002 between the Company and Nextel,
together with all agreements, instruments and other documents relating thereto.


         “Trademark Assignment Agreement” has the meaning ascribed to such term in
subsection 6.1(a)(i)(C) hereof and collectively refers to those certain
Trademark Assignment Agreements (or


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 the functional equivalent of such document
for foreign jurisdictions) as executed by those Persons indicated on Schedule
6.1 hereto.


         “Tranche A Advance” has the meaning ascribed to such term in Section
2.1(a).


         “Tranche A Available Commitment” means an amount equal to (a) the Tranche
A Maximum Commitment minus (b) the aggregate principal amount of all Tranche A
Advances made to and including the date of determination, including, without
limitation, Tranche A Advances that have been repaid or prepaid.


         “Tranche A Availability Period” means the period beginning with the
Tranche A Availability Date and ending on the earlier of (ii) December 31, 2006
and (ii) the date on which the Tranche A Available Commitment has been
terminated or reduced to $0.


         “Tranche A Commitment” means, with respect to each Tranche A Lender, the
commitment of such Lender to make Tranche A Advances hereunder as set forth on
Schedule 2.1(a), or in the Assignment and Acceptance pursuant to which such
Lender assumed its Tranche A Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.5(b)(ii) and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 13.5.


         “Tranche A Commitment Termination Date” means the last day of the Tranche
A Availability Period.


         “Tranche A Lender” means, from time to time, each Lender having a Tranche
A Commitment at such time, and if the Tranche A Available Commitment has been
terminated or reduced to $0, all Lenders which are maintaining Tranche A
Advances at such time.


         “Tranche A Maximum Commitment” means, as of the Closing Date, $56,650,000,
as reduced from time to time pursuant to Section 2.5(b)(ii).


         “Tranche B Advance” has the meaning ascribed to such term in Section
2.1(c).


         “Tranche B Commitment” means the obligation of the Tranche B Lender to
make the Tranche B Advance to the Company on the Initial Funding Date pursuant
to Section 2.1 in an aggregate amount not to exceed $225,000,000.


         “Tranche B Lender” means Motorola Credit Corporation, together with any of
its assignees under Section 13.5.


         “Transferee” has the meaning ascribed to such term in the definition of
“Taxes”.


         “Type”, when used in respect of any Advance, shall refer to the Rate by
reference to which interest on such Advance is determined. For purposes
hereof, the term “Rate” shall include the LIBOR Rate and the Prime Rate.


-31-








 


         “Vendor” shall mean Motorola, Inc., a Delaware corporation and any
Subsidiary thereof which is or becomes a vendor under an iDEN Equipment and
Service Agreement.


         “Voting Stock” means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.


         “Wholly-Owned Subsidiary” of any Person shall mean a Subsidiary of such
Person of which securities (except for directors’ qualifying shares) or other
ownership interests representing 100% of the equity or 100% of the ordinary
voting power or 100% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by such Person or one or
more Wholly-Owned Subsidiaries of such Person or by such Person and one or more
Wholly-Owned Subsidiaries of such Person. Without regard to the foregoing,
“Wholly-Owned Subsidiary” shall include each of the entities set forth on
Schedule 1.1(b).


Section 1.2 Interpretation.



         In this Agreement the singular includes the plural and the plural the
singular; words importing any gender include the other gender; references to
statutes or regulations are to be construed as including all statutory or
regulatory provisions consolidating, amending or replacing the statute or
regulation referred to; references to “writing” include printing, typing,
lithography and other means of reproducing words in a tangible visible form,
references to articles, sections (or subdivisions of sections), exhibits,
annexes or schedules are to this Agreement unless otherwise indicated;
references to agreements and other contractual instruments shall be deemed to
include all schedules and exhibits to such agreement and all subsequent
amendments and other modifications to such agreements and contractual
instruments, but only to the extent such amendments and other modifications are
not prohibited by the terms of this Agreement, unless otherwise indicated; and
references to Persons include their respective permitted successors and assigns
and, in the case of Governmental Authorities, Persons succeeding to their
respective functions and capacities.


Section 1.3 Accounting Principles and Terms.



         Except as otherwise provided in this Agreement: (a) all computations and
determinations as to financial matters, and all financial statements to be
delivered under this Agreement, shall be made or prepared in accordance with
GAAP (including, without limitation, principles of consolidation where
appropriate) applied on a consistent basis; and (b) all accounting terms used
in this Agreement shall have the meanings respectively ascribed to such terms
by such principles; provided, however, that if the Borrowers notify the
Administrative Agent that the Borrowers wish to amend any covenant in Sections
2.5, 8.15 or any related definition as a result of a change in GAAP or its
application to an Credit Party after the date of this Agreement to eliminate
the effect of such change on the operation of such covenant (or if the
Administrative Agent notifies the Borrowers that the Required Lenders wish to
amend Section 2.5 or Section 8.15 or any
related definition for such purpose), then the Borrowers’ compliance with
such covenant shall be determined on the basis of GAAP and its application in
effect immediately before the relevant change in generally accepted accounting
principles or their application became effective, until


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either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Borrowers
and the Required Lenders.


SECTION 2 ADVANCES



Section 2.1 Commitments.



         (a)  Upon the terms and subject to the conditions hereinafter set forth and
upon the satisfaction of all the requirements contained in Section 10.2, each
Tranche A Lender agrees, severally but not jointly, to make credit available in
Dollars to the Borrowers during the period from the Closing Date through and
including the Tranche A Commitment Termination Date in an aggregate principal
amount up to but not exceeding the Tranche A Available Commitment (each such
advance being referred to as an “Tranche A Advance”; and collectively as the
“Tranche A Advances”). Notwithstanding anything to the contrary contained in
this Agreement, no Tranche A Lender shall be under any obligation to make any
Tranche A Advance hereunder if, on the date proposed for such Tranche A Advance
and after giving effect thereto, the aggregate amount of all Tranche A Advances
made by the Tranche A Lender would exceed its Tranche A Commitment. Each
Tranche A Lender represents, warrants and covenants that no part of the funds
to be used by it to make or hold any Tranche A Advance constitutes, directly
and indirectly, the assets of an “employee benefit plan”, within the meaning of
Section 3(3) of ERISA, or a “plan”, within the meaning of Section 4975(e)(1) of
the Code.


         (b)  Subject to and upon the terms and conditions of this Agreement, the
Borrowers may, at their option, avail themselves of the Tranche A Available
Commitment in one or more drawdowns, but in any event not in excess of the
remaining aggregate amount of the Tranche A Available Commitment and in all
cases subject to the limitations in subsections 2.1(a) and 2.2(a).


         (c)  Upon the terms and subject to the conditions hereinafter set forth,
the Tranche B Lender agrees to make a single advance of credit in Dollars to
the Company on the Closing Date in an aggregate principal amount up to but not
exceeding the Tranche B Commitment (such advance being referred to as the
“Tranche B Advance”). The Tranche B Lender represents, warrants and covenants
that no part of the funds to be used by it to make or hold the Tranche B
Advance constitutes, directly and indirectly, the assets of an “employee
benefit plan”, within the meaning of Section 3(3) of ERISA, or a “plan”, within
the meaning of Section 4975(e)(1) of the Code.


Section 2.2 Procedure for Borrowing; Tranche A Advances.



         (a)  In order to request a Borrowing, the Borrowers shall hand deliver or
telecopy to the Administrative Agent a duly completed Request for Financing (or
telephone the Administrative Agent, promptly confirmed with a written and duly
completed Request for Financing) (i) in the case of a LIBOR Borrowing not later than 1:00 p.m.,
Chicago time, three Business Days before a proposed Borrowing, and (ii) in the
case of a Prime Rate Borrowing, not later than 2:00 p.m., Chicago time, one
Business Day before a proposed Borrowing. Each


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Request for Financing
(including a telephonic Request for Financing) shall be irrevocable, shall be
signed by or on behalf of the Borrowers and shall specify the following
information: (i) whether such Borrowing is to be a LIBOR Borrowing or a Prime
Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day
and is defined herein as the “Drawdown Date”); (iii) the number and location of
the account to which funds are to be disbursed; (iv) the amount of such
Borrowing; and (v) if such Borrowing is to be a LIBOR Borrowing, the initial
Interest Period with respect thereto. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall
be a LIBOR Borrowing. If no Interest Period with respect to any LIBOR
Borrowing is specified in any such notice, then the Borrowers shall be deemed
to have selected an Interest Period of one month’s duration. The
Administrative Agent shall promptly advise the Tranche A Lenders of any notice
given pursuant to this Section 2.2 (and the contents thereof), of each Tranche
A Lender’s portion of the requested Borrowing and the account to which Tranche
A Advances made in connection with the requested Borrowing are to be wired.
The aggregate amount to be advanced by the Tranche A Lenders pursuant to a
Request for Financing satisfying the foregoing shall be limited to a principal
amount which shall equal the least of (y) the amount requested as a Tranche A
Advance pursuant to such Request for Financing, or (z) subject to Section 2.1
hereof, the Tranche A Available Commitment.


         (b)  Each Tranche A Advance shall be made as part of a Borrowing consisting
of Tranche A Advances made by the Tranche A Lenders ratably in accordance with
their applicable Tranche A Commitments; provided, however, that the failure of
any Tranche A Lender to make any Tranche A Advance shall not in itself relieve
any other Tranche A Lender of its obligation to lend hereunder (it being
understood, however, that no Tranche A Lender shall be responsible for the
failure of any other Tranche A Lender to make any Tranche A Advance required to
be made by such other Tranche A Lender). No more than two Tranche A Advances
shall be made in any calendar month. No Tranche A Advance shall be made until
all requirements of Section 10.2 have been satisfied. The amount of each
Tranche A Advance shall be limited, as of the proposed date for the requested
Borrowing, to the lesser of (A) the difference of (i) $56,650,000 less (ii) the
aggregate amount of Tranche A Advances theretofore made and (B) the (i)
difference of (a) $100,000,000 less (ii) the Free Cash at such time.


         (c)  Subject to Section 2.11, each Borrowing shall be comprised entirely of
Prime Advances or LIBOR Advances as the Borrowers may request pursuant to
subsection 2.1(a). Each Lender may at its option make any LIBOR Advance by
causing any domestic or foreign branch of such Lender to make such Advance;
provided that any exercise of such option shall not affect the obligation of
the Borrowers to repay such Advance in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that the Borrowers shall not be entitled to request
any Borrowing that, if made, would result in more than ten (10) LIBOR
Borrowings outstanding hereunder at any time. For purposes of the foregoing,
Borrowings having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Borrowings.


         (d)  Each Tranche A Lender shall make each Tranche A Advance to be made by
it hereunder on the Drawdown Date thereof by wire transfer of immediately
available funds to such


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account in Chicago as the Administrative Agent may
designate not later than 12:00 p.m. (noon), Chicago time, and the
Administrative Agent shall, promptly upon receipt thereof, credit the amounts
so received to an account as designated by the Borrowers in accordance with
subsection 2.2(g), in the applicable Request for Financing, or, if a Borrowing
shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective
Tranche A Lenders.


         (e)  Unless the Administrative Agent shall have received notice from a
Tranche A Lender prior to the date of any Borrowing that such Tranche A Lender
will not make available to the Administrative Agent such Tranche A Lender’s
portion of such Borrowing, the Administrative Agent may assume that such
Tranche A Lender has made such portion available to the Administrative Agent on
the date of such Borrowing in accordance with subsection 2.2(d) above and the
Administrative Agent may, in reliance upon such assumption make available to
the Borrowers on such date a corresponding amount. If the Administrative Agent
shall have so made funds available then, to the extent that such Tranche A
Lender shall not have made such portion available to the Administrative Agent,
such Tranche A Lender and the Borrowers severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrowers until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrowers, the interest rate(s) applicable at
the time to the Advances comprising such Borrowing and (ii) in the case of such
Tranche A Lender, a rate determined by the Administrative Agent to represent
its cost of overnight or short-term funds (which determination shall be
conclusive absent manifest error). If such Tranche A Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Tranche A Lender’s Advance as part of such Borrowing for purposes of this
Agreement.


         (f)  Notwithstanding any other provision of this Agreement, the Borrowers
shall not be entitled to request any Interest Period with respect to any LIBOR
Borrowing that would end after the Maturity Date.


Section 2.3 Evidence of Debt.



         (a)  Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrowers to such Lender
resulting from each Advance made by such Lender from time to time, including
the amounts of principal and interest payable and paid such Lender from time to
time under this Agreement.


         (b)  The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Advance made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrowers to
each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrowers or any Guarantor and
each Lender’s share thereof.


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         (c)  The entries made in the accounts maintained pursuant to subsections
2.3(a) and 2.3(b) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of the
Borrowers to repay the Advances in accordance with their terms.


         (d)  Any Lender may request that Advances made by it be evidenced by a
promissory note. In such event, the Borrowers shall execute and deliver to
such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns)
substantially in the form of Exhibit B hereto (each a “Financing Note”).


Section 2.4 Repayment of Principal of Advances.



         (a)  The Borrowers shall pay to the Administrative Agent the principal of
each Tranche A Advance made by the Lenders in consecutive semi-annual
installments on each Payment Date commencing with the first Payment Date
occurring at least one year after the date on which such Tranche A Advance was
made. The amount of principal required to be paid on each such Payment Date
shall equal the sum of the products of (for each Tranche A Advance) (i) the
initial amount of each Tranche A Advance (prior to any repayments) times (ii)
the quotient for the respective Tranche A Advance of (A) one (i) divided by (B)
the number of Payment Dates in the period commencing with (and including) the
first Payment Date occurring a least one year after the date on which such
Tranche A Advance was made and ending on (and including) the Maturity Date;
provided that the last such payment shall be in an amount sufficient to repay
in full the principal amount of such Advances.


         (b)  The Borrowers shall pay to the Administrative Agent the principal of
the Tranche B Advance made by the Tranche B Lender in eight (8) consecutive
semi-annual installments on the Payment Dates (provided that the last such
payment shall be in an amount sufficient to repay in full the remaining
principal amount of such Advance), with the amount of the installment paid on
each Payment Date to be equal to the respective percentages of the principal of
the Tranche B Advance outstanding immediately after the Initial Funding Date.



	 	 	 	 	 
	 	 	Percentage of Initial Funding
	 	 	Date outstanding Principal
	Payment Date	 	Payable on such Payment Date
	
	 	

	June 30, 2004
	 	 	12.5	%
	
	
	
	

	December 31, 2004
	 	 	12.5	%
	
	
	
	

	June 30, 2005
	 	 	12.5	%
	
	
	
	

	December 31, 2005
	 	 	12.5	%
	
	
	
	

	June 30, 2006
	 	 	12.5	%
	
	
	
	

	December 31, 2006
	 	 	12.5	%
	
	
	
	

	June 30, 2007
	 	 	12.5	%
	
	
	
	

	December 31, 2007
	 	 	12.5	%



         (c)  The Tranche A Advances shall be repaid as required by subsection
2.5(a) hereof.


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Section 2.5 Prepayments.



         (a)  Mandatory Prepayments.



		
	 	         (i) Not later than the date 90 days after the end of each fiscal
year of the Company, the Borrowers shall prepay Advances in an aggregate
amount equal to 50% of the Company’s Excess Cash Flow for such fiscal
year (determined without regard to the Excess Cash Flows of the Operating
Affiliates), if positive.
	 
	 	         (ii) To the extent that the aggregate amount of the Net Cash
Proceeds of all equity issuances and debt incurrences (including pursuant
to Permitted Sale-Leaseback Transactions and other incurrences of
Permitted Indebtedness but excluding Indebtedness incurred as the Tranche
B Advance, as a Tranche A Advance, as principal owing under the EFA or as
a Financing Method Obligation) (or a similar type of obligation incurred
by McCaw Brazil, Nextel Brazil or a Subsidiary thereof) since the Closing
Date (other than pursuant to the Reorganization Plan) by the Borrowers,
the Company, a Restricted Affiliate, McCaw Brazil or a Subsidiary of
McCaw Brazil (or a combination thereof), are in excess of $250,000,000,
the Borrowers shall prepay Advances in an amount equal to 50% of such
excess; provided that, to the extent there is a remaining principal
balance outstanding under the EFA, the Borrowers may apply a
proportionate amount (determined on the basis of the respective principal
amounts outstanding under the EFA and hereunder) of such 50% of such
excess to a prepayment of the obligations of McCaw Brazil and its
Subsidiaries under the EFA.
	 
	 	         (iii) Within 12 months of an Asset Sale, the Net Cash Proceeds from
such sale shall be applied pursuant to Section 4.2 of the Intercreditor
Agreement under the heading “With Respect to Proceeds of MEFA Collateral”
unless, at the Company’s election, such Net Cash Proceeds are invested in
assets related to the business of the Company and its Restricted
Affiliates in the manner permitted under Section 4.04 of the Senior Notes
Indenture.
	 
	 	         (iv) Promptly upon receipt by the Borrowers, the Company or any
other Credit Party of any optional or mandatory prepayment or scheduled
interest or principal payment in respect of any intercompany indebtedness
owing by an Operating Affiliate or a Supplemental Credit Party to such
Person, the Borrowers shall prepay the Advances in an amount equal to
100% of such payment or prepayment.
	 
	 	         (v) The Company or the Borrowers shall deliver to the Administrative
Agent at the time of each prepayment required under this subsection
2.5(a), (i) a certificate signed by the chief financial officer of the
Company or the Borrowers setting forth in
reasonable detail the calculation of the amount of such prepayment
and (ii) to the extent practicable, at least three Business Days’ prior
written notice of such prepayment. Each notice of prepayment shall
specify the prepayment date and the principal amount of the Advances (or
portion thereof) to be prepaid. All prepayments of Borrowings under this



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	 	subsection 2.5(a) shall be subject to subsection 2.5(c), but shall
otherwise be without premium or penalty.
	 
	 	         (vi) To the extent possible, amounts to be applied pursuant to this
subsection 2.5(a) to the prepayment of Advances shall be applied, as
applicable, first to prepay outstanding Prime Advances. Any amounts
remaining after each such application shall, at the option of the Company
or the Borrowers be applied to prepay LIBOR Advances immediately and/or
shall be deposited in the Prepayment Account (as defined below). The
Administrative Agent shall apply any cash deposited in the Prepayment
Account to prepay LIBOR Advances, in each case on the last day of their
respective Interest Periods (or, at the direction of the Company or the
Borrowers, on any earlier date) until all outstanding LIBOR Advances have
been prepaid or until the allocable cash on deposit with respect to such
Advances has been exhausted. For purposes of this Agreement, the term
“Prepayment Account” shall mean an account established by the Borrowers
with the Administrative Agent (or if requested by the Administrative
Agent, with a bank designated by the Administrative Agent) and over which
the Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal for application in accordance
with this subsection 2.5(a). The Administrative Agent will, at the
request of the Company or the Borrowers, invest amounts on deposit in the
Prepayment Account in Permitted Investments that mature prior to the last
day of the applicable Interest Periods of the LIBOR Borrowings to be
prepaid; provided, however, that (i) the Administrative Agent shall not
be required to make any investment that in its sole judgment, would
require or cause the Administrative Agent to be in, or would result in
any, violation of any law, statute, rule or regulation and (ii) the
Administrative Agent shall have no obligation to invest amounts on
deposit in the Prepayment Account if a Default or Event of Default shall
have occurred and be continuing. The Borrowers shall indemnify the
Administrative Agent for any losses relating to the investments so that
the amount available to prepay LIBOR Borrowings on the last day of the
applicable Interest Period is not less than the amount originally
deposited in the Prepayment Account (which original deposit shall be in
an amount sufficient to pay the relevant LIBOR Advance and interest
through the applicable Interest Period). Other than any interest earned
on such investments (which shall be for the account of the Borrowers, to
the extent not necessary for the prepayment of LIBOR Advances in
accordance with this subsection 2.5(a)), the Prepayment Account shall not
bear interest. Interest or profits, if any, on such investments shall be
deposited in the Prepayment Account and reinvested and disbursed as
specified above. If the maturity of the Advances have been accelerated
pursuant to Section 11, the Administrative Agent may, in its sole
discretion, apply all amounts on deposit in the Prepayment Account to
satisfy any of the Obligations. The Borrowers hereby grant to the
Administrative Agent, for its benefit and the benefit of the Lenders, a
security interest in its Prepayment Account to secure the Obligations.




		
	 	         (vii) To the extent provided for in clause (iii) under the heading “With
Respect to Proceeds of EFA Collateral” in Section 4.2 of the Intercreditor
Agreement.




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         (b) 
Optional Prepayment; Voluntary Reduction of Tranche A
Commitment.


                  (i) The Borrowers may prepay Advances, in whole or in part, in integral
multiples of $500,000 upon not less than three Business Days prior written
notice to the Administrative Agent of the principal amount to be prepaid and
the date of such prepayment. On the date specified for prepayment, the
Borrowers shall pay such principal amount plus accrued interest on such
principal amount prepaid to the date of such prepayment. Notwithstanding the
foregoing, unless the conditions set forth in subsection 2.5(c) hereof shall be
simultaneously satisfied, LIBOR Advances may be only repaid on the last day of
the Interest Period for such LIBOR Advance.



                  (ii) The Borrowers shall have the right, at any time and from time to
time, without premium or penalty, to permanently reduce the Tranche A Maximum
Commitment hereunder; provided, that any such reduction in the Tranche A
Maximum Commitment shall reduce the respective Tranche A Commitment of each
Tranche A Lender pro rata; and, provided further, that no such reduction shall
reduce the Tranche A Maximum Commitment to an amount less than the sum of the
then outstanding Tranche A Advances. The right of the Borrowers to voluntarily
reduce the Tranche A Maximum Commitment shall be exercisable by delivery of
written notice (including by facsimile) or telephonic notice (thereafter
promptly confirmed in writing) to the Administrative Agent prior to 12:00 noon,
Chicago time, at least three Business Days prior to the proposed permanent
reduction in the Tranche A Maximum Commitment, which notice shall specify the
amount by which the Company proposes to permanently reduce the Tranche A
Maximum Commitment and the proposed date of such reduction.



         (c)  Broken Funding Indemnification.


                  The Borrowers shall pay to the Agents and each Lender, such amount or
amounts as shall compensate the Agents and each Lender for any loss, cost or
expense incurred by an Agent or a Lender (as reasonably determined and
documented by affected Agent or Lender) as a result of:




		
	 	         (i) prepayment or repayment of a LIBOR Advance on a date other than
the last day of the Interest Period for such LIBOR Advance; or
	 
	 	         (ii) any failure by the Borrowers to borrow a LIBOR Advance on the
Drawdown Date specified in the relevant Request for Financing under
Section 2.2 hereof, such compensation to include, without limitation, an
amount equal to: (x) any actual loss or expense suffered by either Agent
or any Lender during the period from such failure to borrow to the last
day of such Interest Period if the rate of interest obtainable by such
Lender or Agent upon the redeployment of an amount of funds equal to the
amount not borrowed is less than the rate of interest applicable to such
LIBOR Advance for such Interest Period (excluding any margin) or (y) any
loss or expense suffered by the any Agent or any Lender in liquidating
deposits in respect of LIBOR Advances prior to maturity.



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                  The Borrowers shall pay any amount due hereunder no later than seven (7)
days after receipt of an invoice therefor from the affected Agent or Lender.



         (d)  Effect of Prepayment.


                  All Advances prepaid (other than pursuant to Section 2.2(e)), whether by
mandatory or optional prepayment, may not be reborrowed. All prepayments shall
be applied (i) first, to the remaining principal installments of the Tranche B
Advance (in the inverse order of maturity) due under Section 2.4(b) and (ii)
second, to the remaining principal installments of the Tranche A Advances in
the inverse order of maturity; provided, in the case of clause (ii), if the
Tranche A Commitment Termination Date has not occurred, prepayments shall be
applied to the principal balance of then outstanding Tranche A Advances.



Section 2.6 Interest; Fees.



         (a)  The Borrowers shall pay to the Administrative Agent for the ratable
benefit of the Lenders interest on the outstanding principal amount of each
Advance made by the Lenders, for the period commencing on the date of such
Advance (excluding the Closing Date) until such Advance is paid in full, at the
following rate per annum:



		
	 	         (i) if such Advance is a Prime Advance, a rate per annum equal to
the Prime Rate (as in effect from time to time) plus the Applicable
Margin; and
	 
	 	         (ii) if such Advance is a LIBOR Advance, for each Interest Period
relating thereto, the LIBOR Rate for such Advance plus the Applicable
Margin.



                  Accrued interest on each Advance shall be paid in arrears on the Interest
Payment Dates. Notwithstanding the foregoing, interest that is payable at the
Post-Default Rate shall be payable from time to time on demand of the
Administrative Agent or the Required Lenders.



         (b)  Anything herein to the contrary notwithstanding, if, on or prior to
the determination of an interest rate for any LIBOR Advance for any Interest
Period therefor, any Lender reasonably determines (which determination shall be
conclusive absent manifest error):



		
	 	         (i) by reason of any event affecting the money markets in the United
States of America or the London interbank market, quotations of interest
rates for the relevant deposits are not being provided in the relevant
amounts or for the relevant maturities for purposes of determining the
rate of interest for such LIBOR Advances under this Agreement; or
	 
	 	         (ii) the rates of interest referred to in the definition of “LIBOR
Base Rate” in Section 1.1 hereof upon the basis of which the rate of
interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to
such Lender of making or 



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	 	maintaining such LIBOR Advance for such period,
then, in addition to the Lender’s rights under Sections 2.11 and 3.2,



such Lender shall give the Borrowers and the Administrative prompt notice
thereof (and shall thereafter give the Borrowers prompt notice of the
cessation, if any, of such condition), and so long as such condition remains in
effect, such Lender shall be under no obligation to make LIBOR Advances or to
convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or
Section 2.8 hereof and the Borrowers shall, on the last day(s) of the then
current Interest Period(s) for the outstanding LIBOR Advances either prepay
such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such
LIBOR Advances into Prime Advances.


         (c)  Without prejudice to the provisions of Section 11.2 hereof, in the
event of default by the Borrowers in payment of any principal amount of the
Advances or interest thereon when due (whether at the stated maturity, by
acceleration or otherwise), the Borrowers shall pay to the Lenders interest on
such past due and unpaid principal amount and (to the extent permitted by
applicable law) on such defaulted interest from the due date until the date of
payment in full (both before as well as after judgment), at the Post-Default
Rate. Each determination of any loss or expense by a Lender or an Agent under
this subsection 2.6(c) shall be conclusive in the absence of manifest error.


         (d)  Interest on all Prime Advances shall be computed on the basis of a
year of 365/366 days and actual days elapsed (including the first day but
excluding the last) occurring in the period for which payable and interest on
all LIBOR Advances shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last) occurring
in the period for which payable.


         (e)  The Borrowers agree to pay in arrears to the Administrative Agent on
behalf of the Lenders on each Semi Annual Date commencing with December 31,
2002 through and including the Tranche A Commitment Termination Date, and, if
earlier, on the date the Obligations are paid in full, a commitment fee equal
to 0.50% per annum of the average daily unused amount of the Tranche A
Commitment during the preceding semi annual period (or shorter period in the
case of the period from the Closing Date to December 31, 2002). The commitment
fees required hereunder shall be computed on the basis of the actual number of
days elapsed in a year of 360 days.


Section 2.7 Payments.



         (a)  Except as otherwise provided herein, all payments whatsoever by the
Borrowers to the Administrative Agent hereunder or in respect of any Financing
Note shall be made in Dollars in same-day funds to the order of the Motorola
Credit Corporation at Harris Bank, P.O. Box 71132, Chicago, IL 60694-1132, ABA:
071-000-288, Account: 350-955-1, Swift: HATRUS44, for the account of Motorola
Credit Corporation, as the Administrative Agent (or
such other place as the Administrative Agent shall have designated in
writing to the Borrowers at


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least five Business Days prior to the scheduled
payment date), not later than 2:00 p.m. Chicago time, on the day on which such
payment shall become due. Any amounts received after such time on any date
shall be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon.


         (b)  If any payment hereunder or in respect of any Financing Note would
otherwise be due on a day that is not a Business Day, such payment shall be
made on the next succeeding day that is a Business Day and including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day.


Section 2.8 Conversion and
Continuation.



         The Borrowers shall have the right at any time upon prior irrevocable
notice to the Administrative Agent (a) not later than 12:00 p.m., Chicago time,
one Business Day prior to conversion, to convert any LIBOR Advance into a Prime
Advance, (b) not later than 11:00 a.m., Chicago time, three Business Days prior
to conversion or continuation, to convert any Prime Advance into a LIBOR
Advance or to continue any LIBOR Advance as a LIBOR Advance for an additional
Interest Period, and (c) not later than 11:00 a.m., Chicago time, three
Business Days prior to conversion, to convert the Interest Period with respect
to any LIBOR Advance to another permissible Interest Period, subject in each
case to the following:



		
	 	         (i) each conversion shall be effected by each of the Lenders by
recording for the account of such Lender the continued Advance of such
Lender resulting from such conversion and reducing the Advance being
converted by an equivalent principal amount; accrued interest on any
Advance (or portion thereof) being converted shall be paid by the
Borrowers at the time of conversion;
	 
	 	         (ii) if any LIBOR Advance is converted at a time other than the end
of the Interest Period applicable thereto, the Borrower shall pay, upon
demand, any amounts due to the Lenders pursuant to subsection 2.5(c);
	 
	 	         (iii) any portion of an Advance maturing or required to be repaid in
less than one month may not be converted into or continued as a LIBOR
Advance with an Interest Period ending after the date such repayment is
required;
	 
	 	         (iv) any portion of a LIBOR Advance that cannot be converted into or
continued as a LIBOR Advance by reason of the immediately preceding
clause shall be automatically converted at the end of the Interest Period
in effect for such Advance into a Prime Advance;
	 
	 	         (v) no Interest Period may be selected for any LIBOR Advance that
would end later than the Maturity Date; and
	 
	 	         (vi) upon notice to the Borrowers from the Administrative Agent,
after the 



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	 	occurrence and during the continuance of a Default or Event of
Default, (A) no outstanding Advance may be converted into, or continued
as, a LIBOR Advance, and (B) unless repaid, each LIBOR Advance shall be
converted to a Prime Advance at the end of the Interest Period applicable
thereto.



         Each notice pursuant to this Section 2.8 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Advance
that the Borrowers request be converted or continued, (ii) whether such Advance
is to be converted to or continued as a LIBOR Advance or a Prime Advance, (iii)
if such notice requests a conversion, the date of such conversion (which shall
be a Business Day) and (iv) if such Advance is to be converted to or continued
as a LIBOR Advance, the Interest Period with respect thereto. If no Interest
Period is specified in any such notice with respect to any conversion to or
continuation as a LIBOR Advance, the Borrowers shall be deemed to have selected
an Interest Period of one month’s duration. If the Borrowers shall not have
given notice in accordance with this Section 2.8 to continue any Advance into a
subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.8 to convert such Advance), such Advance shall,
at the end of the Interest Period applicable thereto (unless repaid pursuant to
the terms hereof), automatically be continued into a new Interest Period as a
Prime Advance.


Section 2.9 Use of Proceeds.



         The Borrowers agree that the proceeds of the Advances shall be used (i) in
the case of the Tranche B Advance, solely to repay the outstanding principal
amount under the MEFA on the Closing Date, and (ii) in the case of Tranche A
Advances, solely for working capital and general corporate purposes.


Section 2.10 Change in Law.



         If any change in any applicable Governmental Rule has made (or has made it
apparent that it is) unlawful for any Credit Party to perform any of its
obligations under any of the Credit Documents and such change could reasonably
be expected to have a Material Adverse Effect then (i) the Lenders shall be
discharged from all obligations to make, renew or maintain the Advances, and
(ii) the Borrowers (or the Company on behalf of the Borrowers) shall on demand
pay to the Administrative Agent for the benefit of the Lenders, without premium
or penalty except as provided in subsection 2.5(c), the outstanding principal
amount of the Advances together with accrued interest thereon and all other
moneys due to the Lenders hereunder; provided, that for so long as the
Borrowers are diligently pursuing the contest of the same by appropriate
proceedings and such contest could not reasonably be expected to have a
Material Adverse Effect and adequate reserves have been established in
accordance with GAAP, then the Lenders shall not be so discharged and the
Borrowers shall not be required to so pay upon demand.


Section 2.11 Illegality.



         (a)  Notwithstanding any other provision of this Agreement, if, after the
date hereof,
any change in any Governmental Rule shall make it unlawful for any Lender
to make or maintain


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any LIBOR Advance or to give effect to its obligations as
contemplated hereby with respect to any LIBOR Advance, then, by written notice
to the Borrowers and to the Administrative Agent:



		
	 	         (i) such Lender may declare that LIBOR Advances will not thereafter
(for the duration of such unlawfulness) be made by such Lender hereunder
(or be continued for additional Interest Periods and Prime Advances will
not thereafter (for such duration) be converted into LIBOR Advances),
whereupon any request for a LIBOR Borrowing (or to convert a Prime Rate
Borrowing to a LIBOR Borrowing or to continue a LIBOR Borrowing for an
additional Interest Period) shall, as to such Lender only, be deemed a
request for a Prime Advance (or a request to continue a Prime Advance as
such for an additional Interest Period or to convert a LIBOR Advance into
a Prime Advance), unless such declaration shall be subsequently
withdrawn; and




		
	 	         (ii) such Lender may require that all outstanding LIBOR Advances
made by it be converted to Prime Advances in which event all such LIBOR
Advances shall be automatically converted to Prime Advances as of the
effective date of such notice as provided in subsection 2.11(b) below.



In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the LIBOR Advances that would have been made by such Lender or the
converted LIBOR Advances of such Lender shall instead be applied to repay the
Prime Advances made by such Lender in lieu of, or resulting from the conversion
of, such LIBOR Advances.


         (b)  For purposes of this Section 2.11, a notice to the Borrowers by any
Lender shall be effective as to each LIBOR Advance made by such Lender, if
lawful, on the last day of the Interest Period(s) currently applicable to LIBOR
Advances of such Lender; in all other cases such notice shall be effective on
the date of receipt by the Borrowers.


Section 2.12 Pro Rata Treatment.



         Except as required under Sections 2.7 and 2.11, each Borrowing, each
payment or prepayment of principal of any Borrowing, each payment of interest
on the Advances, each payment of the fees required under Section 2.6, each
reduction of the Tranche A Commitments and each conversion of any Borrowing to
or continuation of any Borrowing as a Borrowing of any Type shall be allocated
pro rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding
Advances). Each Lender agrees that in computing such Lender’s portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its
discretion, round each Lender’s percentage of such Borrowing to the next higher
or lower whole Dollar amount.


Section 2.13 Sharing of Setoffs.



         Each Lender agrees that if it shall, through the exercise of a right of
banker’s lien, setoff or counterclaim against the Borrowers, the Company or any
other Credit Party, or pursuant to a


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secured claim under Section 506 of Title
11 of the United States Code or other security or interest arising from, or in
lieu of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other
means, obtain payment (voluntary or involuntary) in respect of any Advance or
Advances as a result of which the unpaid principal portion of its Advances
shall be proportionately less than the unpaid principal portion of the Advances
of any other Lender, it shall be deemed simultaneously to have purchased from
such other Lender at face value, and shall promptly pay to such other Lender
the purchase price for, a participation in the Advances of such other Lender,
so that the aggregate unpaid principal amount of the Advances and participation
in Advances held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Advances then outstanding as the
principal amount of its Advances prior to such exercise of banker’s lien,
setoff or counterclaim or other event was to the principal amount of all
Advances outstanding prior to such exercise of banker’s lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.13 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest. The
Borrowers and the Company expressly consent to the foregoing arrangements and
agree that any Lender holding a participation in an Advance deemed to have been
so purchased may exercise any and all rights of banker’s lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrowers to such
Lender by reason thereof as fully as if such Lender had made an Advance
directly to the Borrowers in the amount of such participation.


SECTION 3 FUNDING AND YIELD PROTECTION



Section 3.1 Taxes, Duties,
Fees and Charges.



         (a)  Any and all payments by or on behalf of the Borrowers, the Company or
any Credit Party hereunder and under any other Credit Document shall be made,
in accordance with Section 2.7, free and clear of and without deduction for any
and all current or future Taxes. If the Borrowers, the Company or any Credit
Party shall be required to deduct any Taxes from or in respect of any sum
payable hereunder or under any other Credit Document to any Agent or any Lender
(or any Transferee), (i) the sum payable shall be increased by the amount (an
“Additional Amount”) necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
3.1) such Agent or such Lender (or Transferee), as the case may be, shall
receive an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers, the Company or such Credit Party
shall make such deductions and (iii) the Borrowers, the Company or such Credit
Party shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.


         (b)  In addition, the Borrowers agree to pay to the relevant Governmental
Authority in accordance with applicable law any current or future stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies (including, without limitation, mortgage recording
taxes and similar fees) that arise from any payment made hereunder or
under any other Credit Document or from the execution, delivery, enforcement or
registration of, or otherwise with


-45-







 



respect to, this Agreement or any other
Credit Document imposed by any Governmental Authority in the United States, the
Relevant Countries or the jurisdiction of any Payment Location (“Other Taxes”).


         (c)  The Borrowers will indemnify each of the Agents and each Lender (or
Transferee) for the full amount of Taxes and Other Taxes paid by such Agent or
such Lender (or Transferee), as the case may be, and any liability (including
penalties, interest and expenses (including reasonable attorney’s fees and
expenses)) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability
prepared by the Administrative Agent, the Collateral Agent or a Lender (or
Transferee), or the Administrative Agent on its behalf, absent manifest error,
shall be final, conclusive and binding for all purposes. Such indemnification
shall be made within 30 days after the date the Administrative Agent, the
Collateral Agent or any Lender (or Transferee), as the case may be, makes
written demand therefor.


         (d)  As soon as practicable after the date of any payment of Taxes or Other
Taxes by the Borrowers, the Company or any other Credit Party to the relevant
Governmental Authority, the Borrowers, the Company or such other Credit Party
will deliver to the Administrative Agent, at its address referred to in Section
13.7, the original or a certified copy of a receipt issued by such Governmental
Authority evidencing payment thereof.


         (e)  Each Lender (or Transferee) that is organized under the laws of a
jurisdiction other than the United States, any State thereof or the District of
Columbia (a “Non-U.S. Lender”) that is entitled to an exemption from or
reduction of, withholding tax under the law of the jurisdiction in which the
Borrowers are located, or any treaty to which such jurisdiction is a party,
with respect to payments by the Borrowers under this Agreement and the other
Credit Documents shall deliver to the Borrowers (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrowers as will permit such payments to be made
without withholding or at a reduced rate. In addition, each Non-U.S. Lender
shall deliver such documentation promptly upon the obsolescence or invalidity
of any documentation previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this subsection 3.1(e), a Non-U.S.
Lender shall not be required to deliver any documentation pursuant to this
subsection 3.1(e) that such Non-U.S. Lender is not legally able to deliver.


         (f)  The Borrowers shall not be required to indemnify any Non-U.S. Lender
or to pay any Additional Amounts to any Non-U.S. Lender, in respect of United
States Federal withholding tax pursuant to subsection 3.1(a) or (c) above to
the extent that (i) the obligation to withhold amounts with respect to United
States Federal withholding tax existed and would apply to payments made to such
Non-U.S. Lender on the date such Non-U.S. Lender became a party to
this Agreement (or, in the case of a Transferee that is a participation
holder, on the date such participation holder became a Transferee hereunder)
or, with respect to payments to a new


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 Lending Office, the date such Non-U.S.
Lender designated such new Lending Office with respect to an Advance; provided,
however, that this subsection 3.1(f) shall not apply (x) to any Transferee or
new Lending Office that becomes a Transferee or new Lending Office as a result
of an assignment, participation, transfer or designation made at the request of
the Company and (y) to the extent the indemnity payment or Additional Amounts
any Transferee, or any Lender (or Transferee), acting through a new Lending
Office, would be entitled to receive (without regard to this subsection 3.1(f))
do not exceed the indemnity payment or Additional Amounts that the person
making the assignment, participation or transfer to such Transferee, or Lender
(or Transferee) making the designation of such new Lending Office, would have
been entitled to receive in the absence of such assignment, participation,
transfer or designation or (ii) the obligation to pay such Additional Amounts
would not have arisen but for a failure by such Non-U.S. Lender to comply with
the provisions of subsection 3.1(e) above.


         (g)  Nothing contained in this Section 3.1 shall require any Lender (or any
Transferee) or the Administrative Agent or the Collateral Agent to make
available any of its tax returns (or any other information that it deems to be
confidential or proprietary).


Section 3.2 Change in Circumstances.



         (a)  In the event that there shall hereafter occur any change in any
Governmental Rule which increases or will increase (i) the cost to any Agent or
any Lender of maintaining any reserves or special deposits against the LIBOR
Advances or (ii) any other cost of any Agent or any Lender of complying with
any law, regulation or condition with respect to the LIBOR Advances, and the
result of any of the foregoing is or will be to increase the cost to any Agent
or any Lender (each such affected party being referred to as an “Affected
Party”) of making or maintaining such Affected Party’s LIBOR Advances or to
reduce the amount of any payment (whether of principal, interest or otherwise)
receivable by the Affected Party hereunder, then upon receipt of a request from
the Affected Party, the Borrowers shall pay or reimburse to the Affected Party,
such amount as will compensate the Affected Party for such additional cost or
reduction of payment; provided that the Borrowers shall only be liable for such
costs applicable to LIBOR Advances then outstanding. Amounts payable hereunder
shall be due three (3) days after invoice therefor.


         (b)  The protection of subsection 3.2(a) hereof shall apply to voluntary
compliance by the Agents and the Lenders with restraints, guidelines or
policies not having the force of law and shall apply if any Agent or any Lender
shall comply with any law, regulation or condition irrespective of any possible
contention of invalidity or non-applicability thereof.


         (c)  The Affected Party will promptly (but in no event later than
forty-five (45) days after actual knowledge of the occurrence of the event
described in subsection 3.2(a) hereof) inform the Borrowers and the
Administrative Agent by facsimile of its intention to claim indemnification
under this Section 3.2. The facsimile statement of the Affected Party as to
the amount sufficient to indemnify the Affected Party against any increased
cost, reduction or payment incurred, suffered or made by the Affected Party
supported by the computations made


-47-







 



 by the Affected Party in arriving at such
figure, shall, in the absence of manifest error, be conclusive as to the amount
thereof and binding on Borrowers.


         A claim made under this Section 3.2 may be made before or after the end of
the Interest Period to which such claim relates and before or after any
repayment of all or part of the Advance to which such Interest Period relates.
An increased cost shall be an increased cost for the purpose of subsection
3.2(a) hereof even if the payment or quantification of such increased cost is
not or cannot be made until after the expiry of any Interest Period to which it
relates.


         (d)  In the event of any such change or request as is contemplated by
subsection 3.2(a) hereof, the Affected Party will use reasonable efforts to
mitigate the effect or likely effect of such change or request by transferring
its LIBOR Advances to another jurisdiction or otherwise; provided, however,
that the Affected Party shall be under no obligation to transfer the LIBOR
Advances to another jurisdiction or to take any other action to mitigate the
effect or likely effect of such change or request if, in the reasonable opinion
of the Affected Party, such transfer or other action could reasonably be
expected to have an adverse effect upon the Affected Party, whether as a result
of taxes, credit policies, political considerations or otherwise; provided,
further, that the Borrowers shall reimburse the Affected Party on demand for
all expenses (including, without limitation, attorney’s fees) incurred by the
Affected Party in effecting such transfer and the Affected Party shall have no
obligation to effect any such transfer unless the Affected Party is satisfied
that it will not suffer any adverse consequences as a result of such transfer
for which it has not been indemnified by the Borrowers. If any Affected Party
is entitled to reimbursement under this subsection 3.2(d) for any cost, the
Affected Party shall deliver to the Borrowers a statement of the nature and
amount of such cost which statement shall constitute prima facie evidence as to
the amount due to the Affected Party under this subsection 3.2(d).


         (e)  If the Borrowers elect (which election shall be irrevocable) by giving
at least two (2) Business Days prior written notice to the Affected Party, the
Borrowers may, without penalty or premium, prepay to any Affected Party any of
such Affected Party’s Advances outstanding Advances on any Interest Payment
Date applicable to such Advances with respect to which the Borrowers have
received a claim under this Section 3.2 together with accrued interest thereon
and all other sums due to the Affected Party (including, without limitation,
amounts accrued or due under this Section 3.2).


         (f)  If any Lender requests compensation under this section 3.2, or if the
Borrowers are required to pay any Additional Amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to this Section
3.2, or if any Lender defaults in its obligation to fund Advances hereunder,
then the Borrowers may, at their sole expense and effort, upon Notice to such
Lender and the Agents, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 13.5), all of its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment);provided, that (i) the
Borrowers shall have received the prior written consent of the Administrative
Agent if such
assignee is not a Lender at the time of assignment, which consent shall
not be unreasonably withheld or delayed, (ii) such Lender shall have received
payment of an amount equal to the


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 outstanding principal of its Advances,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts),
and (iii) in the case of any such assignment resulting from a claim for
compensation under this Section 3.2 or payments required to be made under
Section 3.1, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment
or delegation cease to apply.


SECTION 4 EXPENSES; INDEMNIFICATION; FEES



Section 4.1 Expenses.



The Borrowers agree to pay, whether or not any Advance is made hereunder, on
demand: (a) all reasonable out-of-pocket costs and expenses of the Agents
incurred in connection with the negotiation, preparation, execution and
delivery of the Credit Documents (including, without limitation, all costs and
expenses of registering, recording and perfecting the security interests
contemplated by the Security Documents) and the review prior to the Initial
Funding Date of the System Documents, Licenses and Governmental Approvals, if
requested, and any of the other documents, agreements and instruments referred
to in this Agreement or relating to the transactions contemplated hereby; (b)
the reasonable fees and expenses of the Agents’ expert consultants; (c) the
reasonable fees and disbursements of United States counsel to the Agents, and
of local counsel to the Agents in each of the Relevant Countries, incurred in
connection with such negotiation, preparation, execution and delivery of the
Credit Documents and the review prior to the Initial Funding Date of the System
Documents, Licenses and Governmental Approvals, if requested, and any of the
other documents, agreements and instruments referred to in this Agreement or
relating to the transactions contemplated hereby; (d) all reasonable
out-of-pocket costs and expenses of the Lenders and the Agents (including,
without limitation, the reasonable fees and disbursements of counsel) incurred
in connection with the negotiation, preparation, execution and delivery of any
amendment or waiver of, or supplement or modification to, the Credit Documents
and not solely requested by the Lenders; (e) all costs and expenses (including,
without limitation, legal fees and disbursements of counsel) incident to the
enforcement, protection or preservation of any right or claim of the Lenders or
the Agents under any of the Credit Documents; (f) all transfer, stamp,
documentary or other similar taxes, assessments or charges, if any, upon any of
the Credit Documents; and (g) all fees, costs, expenses and other charges
relating to the Collateral Agent including all monthly, quarterly or annual
fees and the legal fees and disbursements of outside legal counsel to the
Collateral Agent. Fees shall be deemed reasonable to the extent they are
reviewed and approved by the Administrative Agent.



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Section 4.2
    Indemnification.



         (a)  Without in any way limiting the applicability of subsection 4.2(b)
hereof, and without regard to whether the Borrowers, the Company or any other
Person has disclosed any fact to the Agents or the Lenders, the Borrowers
hereby indemnify and hold harmless the Agents, the Lenders and each of their
respective officers, directors, employees, consultants, advisors and agents
(collectively, the “Indemnitees”) from and against any and all actions, suits,
claims, damages, demands, judgments, losses, liabilities, costs or expenses
whatsoever, including, without limitation, reasonable attorneys’ fees, which
any Indemnitee may sustain or incur (or which may be claimed against the
Indemnitee by any Person or entity whatsoever) to the extent arising by reason
of or in connection with the construction, ownership or operation of the
Systems or the Telecommunications Businesses or the execution and delivery of,
or payment or failure to pay the Obligations, or the occurrence of an Event of
Default or the pursuit by the Agents, the Lenders or any one of them, of any
legal remedy in connection with an Event of Default or arising out of or in
connection with the Agents’ or the Lenders’ entering into this Agreement or the
Security Documents, or enforcing their remedies hereunder or thereunder;
provided that, the Borrowers shall not be required to indemnify an Indemnitee
for any actions, suits, claims, damages, demands, judgments, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by
the Indemnitee’s willful misconduct or gross negligence. Fees shall be deemed
reasonable to the extent they are reviewed and approved by the Administrative
Agent.


         (b)  Notwithstanding anything in subsection 4.2(a) hereof to the contrary,
and without regard to whether the Borrowers, the Company or any other Person
has disclosed any fact to an Indemnitee, the Borrowers agree to indemnify,
defend and hold the Indemnitees free and harmless from and against any and all
actions, suits, claims, demands, judgments, liabilities, losses, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees and
expenses and other expenses incurred in connection with environmental
compliance and clean-up obligations imposed under any Environmental Laws) any
such Indemnitee may sustain by reason of the assertion against it by any party
of any claim (including, without limitation, claims for indemnification or
contribution and claims by third parties for death, personal injury, illness or
loss of or damage to property or economic loss) in connection with any
Materials of Environmental Concern used, generated, treated, stored, recycled,
disposed of, handled, discharged or otherwise located or released in, on, under
or from the Systems, the Telecommunications Businesses, the Collateral or
related property, except to the extent resulting from such Indemnitee’s grossly
negligent act or willful misconduct with respect to such Materials of
Environmental Concern.


         (c)  Nothing contained in this Section 4.2 shall in any way diminish any of
the Vendor’s rights and obligations under the iDEN Equipment and Service
Agreements.


SECTION 5     GUARANTEES



Section 5.1   
Guarantees.



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         The due payment and performance of the Obligations shall be guaranteed to
the Lender Parties by the Company and each Person listed on Schedule 1.1(c)
(including after acquired, hereafter formed or hereafter designated Persons),
by the execution and delivery to the Collateral Agent (or such other agreed
upon appropriate party), simultaneously with the execution and delivery of this
Agreement, by the Company and each Person listed on Schedule 1.1(c) of a
guaranty (or the functional equivalent of a guaranty with respect to any non
United States Person) substantially in the form of Exhibit C hereto (as
hereinafter referred to individually as a “Guarantee”; and collectively the
“Guarantees”). Except as otherwise indicated therein, the Guarantees executed
by the Borrowers and the Guarantees executed by the Company and all the other
Persons listed on Schedule 1.1(c) will also guaranty the obligations of the
borrower under the EFA and of NII Cayman in respect of the Senior Notes.


Section 5.2    Execution of documents by Collateral Agent. To the extent
necessary to give effect to the terms and conditions of the Intercreditor
Agreement, all of the documents in this Section 5 shall have the Collateral
Agent as a signatory or as an attorney in fact of the Lender Parties.


SECTION 6     SECURITY



Section 6.1     Security.



         (a)  In order to secure the due payment and performance by the Borrowers of
the Obligations and the Borrower Guaranty Obligations, prior to or
simultaneously with the execution and delivery of this Agreement and as a
condition precedent to the effectiveness of this Agreement:



		
	 	         (i) Each of the Borrowers shall:
	 
	 	              (A) grant to the Collateral Agent a Lien on and pledge or charge of
all the issued and outstanding quotas, shares or other forms or evidences
of ownership of each of their Subsidiaries (whether now owned or
hereafter acquired), as the case may be, together with all related
rights, agreements, documents and notes (in all cases whether then owned
or thereafter acquired) by the execution and delivery to the Collateral
Agent of a share pledge or charge agreement substantially in the form of
Exhibit D-1 hereto (each, a “Share Pledge Agreement”) or a quota pledge
agreement substantially in the form of Exhibit J hereto (each, a “Quota
Pledge Agreement”), a share voting agreement substantially in the form of
Exhibit M hereto (each, a “Share Voting Agreement”) or a quota voting
agreement substantially in the form of Exhibit K hereto (each, a “Quota
Voting Agreement”), a promise to pledge quotas agreement substantially in
the form of Exhibit L hereto (each, a “Promise to Pledge Quotas”) and the
execution and delivery of all related documents necessary to give effect
thereto;
	 
	 	              (B) grant to the Collateral Agent a Lien on and security interest in
all of each of the Borrowers personal properties and assets (whether now
owned or hereafter acquired) by the execution and delivery to the
Collateral Agent of a security agreement 



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	 	substantially in the form of
Exhibit D-2 hereto (each, a “Security Agreement”) a security deposit
agreement substantially in the form of Exhibit D-3 hereto (each, a
“Security Deposit Agreement”) or a bank account control agreement
substantially in the form of Exhibit I hereto (each, a “Bank Account
Control Agreement”), and the execution and delivery of all related
documents necessary to give effect thereto;
	 
	 	              (C) grant to the Collateral Agent an assignment in each of the
Borrowers respective rights and interests in the Trademark Agreement
pursuant to a trademark assignment agreement substantially in the form of
Exhibit D-5 hereto (each, a “Trademark Assignment Agreement”);
	 
	 	              (D) grant to the Collateral Agent a Lien on all of each of the
Borrowers’ real properties whether now owned or hereafter acquired, by
the execution and delivery to the Collateral Agent of a mortgage
substantially in the form of Exhibit D-4 hereto (each, a “Mortgage”);
and
	 
	 	              (E) execute and deliver or cause to be executed and delivered such
other agreements, instruments and documents as the Collateral Agent or
Secured Parties may reasonably require in order to effect the purposes of
the Security Agreements, the Share Pledge Agreements, the Share Voting
Agreements, the Mortgages, the Security Deposit Agreements, the Trademark
Assignment Agreements, the Bank Account Control Agreements, the Quota
Pledge Agreements, the Quota Voting Agreements, the Promise to Pledge
Quotas agreements, this subsection 6.1(a), and this Agreement.



         (b)  In order to secure the due payment and performance by each Person
listed on Schedule 6.1 of all of the Indebtedness, liabilities and obligations
of such Person to the Secured Parties, whether now existing or hereafter
arising, whether or not currently contemplated, including, without limitation,
those arising under its Guarantee and under this Agreement, simultaneously with
the execution and delivery of this Agreement, as a condition precedent to the
initial Advance, each Person listed on Schedule 6.1 shall have (and each after
acquired, hereafter formed or hereafter designated entity shall have):



		
	 	         (i) granted to the Collateral Agent (or such other appropriate party
pursuant to the Intercreditor Agreement) a Lien on and pledge or charge
with the Collateral Agent, all of the issued and outstanding quotas,
shares or other forms or evidences of direct or indirect ownership owned
by it (whether now owned or hereafter acquired), as the case may be, of
its Subsidiaries together with all related rights, agreements, documents
and notes (in all cases whether then owned or thereafter acquired), by
the execution and delivery to the Collateral Agent of a Share Pledge
Agreement or Quota Pledge Agreement, a Share Voting Agreement or a Quota
Voting Agreement, a Promise to Pledge Quotas agreement, and the execution
and delivery of all related documents necessary to give effect thereto;
	 
	 	         (ii) granted to the Collateral Agent (or such other
appropriate party pursuant to the Intercreditor Agreement) a Lien
on and security interest in all of such Person’s personal
properties and assets, tangible and intangible, (whether 



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	 	now owned
or hereafter acquired) by the execution and delivery to the
Collateral Agent of a security agreement (or its functional
equivalent), a Security Deposit Agreement or a Bank Control
Agreement (or its functional equivalent) and execution and
delivery of all related documents necessary to give effect
thereto;
	 
	 	         (iii) granted to the Collateral Agent an assignment in each
of such Person’s respective rights and interests in the Trademark
Agreement pursuant to a Trademark Assignment Agreement;
	 
	 	         (iv) granted to the Collateral Agent a Lien on all of such Person’s
real properties whether now owned or hereafter acquired, by the execution
and delivery to the Collateral Agent of a Mortgage (or its functional
equivalent); and
	 
	 	         (v) execute and deliver or cause to be executed and delivered such
other agreements, instruments and documents as the Collateral Agent or
Secured Parties may reasonably require in order to effect the purposes of
the Security Agreements, the Share Pledge Agreements, the Share Voting
Agreements, the Mortgages, the Security Deposit Agreements, the Trademark
Assignment Agreements, the Bank Account Control Agreements, the Quota
Pledge Agreements, the Quota Voting Agreements, the Promise to Pledge
Quotas agreements, this subsection 6.1(b), and this Agreement.



                  (vi) With respect to Nextel Chile and the pledge of its stock to MCC, MCC
agrees to release such stock should Nextel Chile request in writing such a
release and represents and warrants in its request that the release of the
stock is part of the closing for a joint venture which shall occur prior to
07/31/03. At the time of the closing of the joint venture, the Company agrees
to simultaneously pledge to MCC as security hereunder all of the shares it
receives representing the Company’s direct or indirect ownership interest in
the joint venture.


         Attached hereto as Schedule 6.1 is a list of all entities with a
corresponding list of all documents and agreements that will be executed by
such Persons to give effect to the security interests contemplated under this
Section 6. To the extent that local laws so require or the Benefited Parties
collectively otherwise require, the security interests to be granted in favor
of the Collateral Agent under this Section 6 shall, notwithstanding anything
else herein, be granted directly to the Benefited Parties.


Section 6.2    Execution of Documents by Collateral Agent.



         To the extent necessary to give effect to the terms and conditions of the
Intercreditor Agreement the Collateral Agent (or such other appropriate party
pursuant to the Intercreditor Agreement) shall be a party to and shall execute
and deliver all of the necessary documents to effectuate the security interests
contemplated under this Section 6.


Section 6.3    The Collateral Agent.



         In acting under of by virtue of this Agreement, the Collateral Agent shall
be entitled to all the rights, authority, privileges, and immunities provided
in the Intercreditor Agreement, all of


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which provisions of said Intercreditor
Agreement are incorporated by reference herein with the same force and effect
as if set forth herein in their entirety. The Collateral Agent hereby
disclaims any representations or warranty to the other Secured Parties or any
other holders of the Obligations concerning the perfection of the liens and
security interests granted hereunder or in the value of any of the Collateral.


SECTION 7    REPRESENTATIONS AND WARRANTIES



         The Borrowers make the representations and warranties attributed to them
in this Section 7 and the Company makes, on behalf of itself and the other
Credit Parties, the representations and warranties attributable to such Credit
Party, as a Credit Party, or Credit Party, as the case may be, in this Section
7. Where a representation and warranty is not attributed to any particular
Credit Party; it shall be deemed made by and on behalf of the Company and each
other Credit Party.


Section 7.1    Organization.



         (a)  Each Credit Party that is not a natural Person is duly organized or
incorporated and validly existing under the laws of its state or jurisdiction
of organization or incorporation. Schedule 7.1(a) hereto accurately and
completely lists, as to such Credit Party: (i) the jurisdiction of
incorporation or organization of each such entity, and the type of legal entity
that each of them is, (ii) as to each Credit Party that is a corporation, the
classes and number of authorized and outstanding shares of capital stock of
each such corporation, and the owners of such outstanding shares of capital
stock, and (iii) as to each Credit Party that is a legal entity other than a
corporation (but not a natural Person), the type and amount of equity interests
authorized and outstanding of each such entity, and the owners of such equity
interests. All of the shares, quota shares or other equity interests of the
Credit Parties that are issued and outstanding have been duly and validly
issued and are fully paid and non-assessable, and are owned by the Persons
referred to on Schedule 7.1(a) hereto, free and clear of any Lien except for
Permitted Liens. Except as set forth on Schedule 7.1(a) hereto, there are no
outstanding warrants, options, contracts or commitments of any kind entitling
any Person to purchase or otherwise acquire any shares of capital stock or
other equity interests of any Credit Party nor are there outstanding any
securities that are convertible into or exchangeable for any shares of capital
stock or other equity interests of such Credit Party. Except as set forth on
Schedule 7.1(a) hereto, no Credit Party (other than the Company) has any
Subsidiaries. The Company and the Borrowers have no Subsidiaries other than
those listed on Schedule 7.1(a) hereof and after the Closing Date any
additional Subsidiaries to the extent permitted hereunder.


         (b)  Each Credit Party is in good standing (to the extent that such
jurisdiction recognizes the legal concept of good standing) in its state or
jurisdiction of organization and in each state or jurisdiction in which it is
qualified to do business. There are no jurisdictions other than as set forth
on Schedule 7.1(b) hereto in which the character of the properties owned or
proposed to be owned by any Credit Party or in which the transaction of
the business of any Credit Party as now conducted or as proposed to be
conducted requires or will require such


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Credit Party to qualify to do business
and as to which failure so to qualify could reasonably be expected to have a
Material Adverse Effect.


Section 7.2   
Power; Authority.



         (a)  Each Credit Party has full legal right, power and authority to carry
on its respective present business, to own its respective properties and
assets, to incur the obligations thereunder, to execute and deliver each
Operative Document to which it is a party, and, to the extent it is a party
thereto, to perform and observe the terms and conditions thereof except, solely
with respect to the Operative Documents which are not Credit Documents, to the
extent the failure to have such right, power or authority could not reasonably
be expected to have a Material Adverse Effect.


         (b)  All appropriate and necessary corporate, partnership and legal actions
have been taken by each Credit Party to authorize the execution, delivery and
performance of each Operative Document to which it is a party, and each Credit
Party is duly authorized to execute and deliver and to perform its obligations
under each of the Operative Documents to which it is a party except, solely
with respect to the Operative Documents which are not Credit Documents, to the
extent the failure to take such action or to have such due authorization could
not reasonably be expected to have a Material Adverse Effect.


Section 7.3
   Governmental Approvals; Licenses.



         (a)  All Governmental Approvals under all applicable Governmental Rules in
connection with (i) the due execution, delivery and performance by each Credit
Party of its obligations, and the exercise of its rights, under the Operative
Documents (“Section A”), (ii) the construction, completion, ownership,
operation and maintenance of the Systems in the Major Market Areas (except such
Governmental Approvals which are ministerial in nature or which the failure to
obtain such could not reasonably be expected to have a Material Adverse Effect)
(“Section B”), (iii) the Telecommunications Businesses currently engaged in
(“Section C”), and (iv) the grant by the Credit Parties of the assignments and
security interests granted by the Security Documents and the validity and
enforceability thereof and for the perfection of and the exercise by the Lender
Parties of their respective rights and remedies thereunder, are, in all cases,
identified on Schedule 7.3(a) hereto (“Section D”) (which Schedule shall (A) be
true, correct and complete as of the date of this Agreement and as of the
date(s) that annual financial statements are delivered pursuant to Section 8.2,
and (B) set forth: the applicant; the issuing governmental agency (or
agencies); the date of application (or, if not yet applied for, when it will be
necessary to obtain such Governmental Approval to achieve the Approved Business
Plan and the date the application is expected to be submitted); the term of the
expected (or granted) approval, and if not yet granted, when approval is
necessary to achieve the Approved Business Plan and when approval is expected;
any appeal periods which are pending; and a brief description of the matters
governed by such approval); provided, Schedule 7.3(a) shall not list any
Governmental
Approval with respect to clauses (ii) and (iii) above to the extent the
failure to obtain such Governmental Approval could not reasonably be expected
to have a Material Adverse Effect.


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All Governmental Approvals identified on
Part I of each of Sections A and B of Schedule 7.3(a) hereto have been duly
obtained on or before the Closing Date and are final, in full force and effect
and all administrative appeal periods with respect thereto have terminated and
are all that are necessary to conduct the business as presently being
conducted. Those Governmental Approvals set forth on Part II of each of
Sections A and B of Schedule 7.3(a) are expected to be obtained in due course.
Except to the extent set forth on Schedule 7.3(a), there is no proceeding
pending or (to the Credit Parties’ knowledge after due inquiry) threatened,
that could reasonably be expected to rescind, terminate, modify or suspend any
Governmental Approval listed in Part II of Sections A and B of Schedule 7.3(a)
hereto, and no such disclosed matter could reasonably be expected to have a
Material Adverse Effect. None of the Credit Parties, respectively, have any
knowledge that the information set forth in each application submitted by the
relevant Credit Party in connection with each such Governmental Approval is
inaccurate or incomplete in all respects as of the date submitted and as of the
Closing Date and true and complete copies of such Governmental Approvals have
been (to the extent requested by the Administrative Agent) delivered to the
Administrative Agent. Except for those Governmental Approvals set forth on
Schedule 7.3(a) hereto and the Licenses set forth on Schedule 7.3(b) hereto, no
other consent, approval or authorization of, or declaration or filing with, any
other Person is required in connection with (i) the construction, ownership,
operation or maintenance by the Borrowers, the Company or the Operating
Affiliates of the Systems in the Major Market Areas (except such Governmental
Approvals which are ministerial in nature or which the failure to obtain such
Governmental Approvals or Licenses could not reasonably be expected to have a
Material Adverse Effect), (ii) the Telecommunications Businesses currently
engaged in, or (iii) as to such Credit Party and, to the Credit Parties’
knowledge after due inquiry, as to Persons affiliated with any Credit Party,
the execution, delivery, performance, validity or enforceability of this
Agreement or any other Operative Document. Section D of Schedule 7.3(a) hereto
sets forth the Governmental Approvals necessary for the grant by the Credit
Parties of the assignments and security interests granted by the Security
Documents and the validity and enforceability thereof and for the perfection of
and the exercise by the Lender Parties of their respective rights and remedies
all of which will be obtained by the registration or filing of the Security
Documents in the locations indicated on Schedule 7.3 hereto.


         (b)  Schedule 7.3(b) sets forth all Licenses. Except to the extent
expressly set forth in Schedule 7.3(b) hereof, each such License is in full
force and effect. Those Licenses set forth in Part II of Schedule 7.3(b)
hereof are expected to be obtained in due course, except to the extent set
forth therein. No default has occurred which is continuing under or in respect
of any of the provisions of any License except for defaults resulting from the
failure to meet certain milestones set forth in such Licenses which failure
could not reasonably be expected to have a Material Adverse Effect. No
authorization, approval, application, filing, registration, consent or other
action of any local, state or federal authority is required to enable the
Borrowers, the Company or any Operating Affiliate to operate under its
respective License (except such Licenses which are ministerial in nature or
which the failure to obtain such License could not reasonably be expected to
have a Material Adverse Effect with respect to the Borrowers, the Company and
the Credit Parties taken as a whole to achieve the Approved Business Plan
(exclusive of the portions thereof
applicable to Nextel Brazil or Nextel Argentina) in the Major Market
Areas) other than those filings made and referred to on Schedule 7.3(b) hereto.
Except to the extent set forth on


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Schedule 7.3(b), there is no proceeding
pending, or to the knowledge of the Credit Parties after due inquiry,
threatened, which could rescind, terminate, modify or suspend any such
approval, filing, registration or consent, and no such disclosed proceeding
could reasonably be expected to have a Material Adverse Effect. None of the
Credit Parties have any knowledge that the information set forth in each
application submitted by any Credit Party in connection with each such
approval, filing, registration or consent is inaccurate or incomplete in any
material respect.


Section 7.4    Execution, Enforceability, Violation of Law and Agreements.



         Each of the Operative Documents to which a Credit Party is a party has
been duly executed and delivered by such Credit Party and constitutes, the
legal, valid and binding contract, agreement and obligation of such Credit
Party enforceable in accordance with its terms, except, solely with respect to
the Operative Documents which are not Credit Documents, to the extent the
failure to have such due execution and delivery or such legality, validity and
binding nature could not reasonably be expected to have a Material Adverse
Effect and except as (x) the enforceability of the Operative Documents may be
limited by bankruptcy, insolvency or similar laws relating or affecting
creditors’ rights generally, (y) the availability of equitable remedies, and
(z) rights to indemnification and contribution as they may be limited by public
policy; provided, however, that such exceptions shall not materially interfere
with the practical realization of the benefits of the Security Documents or the
Liens created thereby, except for: (i) possible delay, (ii) situations that may
arise under Chapter 11 of the Bankruptcy Code and comparable statutes of the
Relevant Countries, and (iii) equitable orders of the Bankruptcy Court and
comparable courts in the Relevant Countries. The execution, delivery and
performance of the terms of each of the Operative Documents by each Credit
Party and the payment by such Credit Party of all amounts due on the dates and
in the currency provided for therein (i) will not, except as is set forth on
Schedule 7.4 hereto, violate or contravene any Governmental Rule or other
provision of law or other governmental directive, whether or not having the
force of law, which is applicable to such Credit Party, which violation or
contravention thereof individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect; (ii) will not, except as is set
forth on Schedule 7.4 hereto, contravene any governmental guideline or policy
statement applicable to such Credit Party but not having the force of law,
which contravention thereof individually or in the aggregate could reasonably
be expected to have a Material Adverse Effect; (iii) will not conflict with,
violate or breach the Articles of Incorporation or By-laws (or any other
organizational documents), as the case may be, of such Credit Party, except,
solely with respect to the Operative Documents which are not Credit Documents,
to the extent such conflict, violation or breach could not reasonably be
expected to have a Material Adverse Effect; (iv) will not conflict with or
result in the breach of any provision of, or result in the creation or
imposition of any Lien or other preferential arrangement under, any other
indenture, agreement, mortgage, contract or other undertaking, or instrument to
which such Credit Party is a party or by which it or any of its properties or
assets is bound other than the Credit Documents, except, solely with respect to
the Operative Documents which are not Credit Documents, to the extent such
conflict or breach or creation or imposition could not reasonably be expected
to have a Material Adverse Effect; (v) will not constitute a default or an
event that, with the giving of notice or the passing of time, or both, would
constitute a default under any such agreement or instrument, except, solely
with respect to the Operative Documents which are not Credit Documents, to
the extent such default could not reasonably be expected to have a Material
Adverse Effect; and (vi)
except for


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the approvals, consents and registrations
described in subsection 10.1(d) hereof (all those described in clause (iv)
thereof have been obtained on or prior to the Initial Funding Date and are and
will remain in full force and effect and no further action will be needed with
respect thereto) do not require any governmental consent, registration or
approval, except, solely with respect to the Operative Documents which are not
Credit Documents, to the extent such requirement and the failure to adhere
thereto could not reasonably be expected to have a Material Adverse Effect. To
the extent the representations and warranties contained in this Section 7.4
relate to any law, Governmental Rule, governmental directive or other matter
related to an “employee benefit plan”, within the meaning of Section 3(3) of
ERISA, or a “plan”, within the meaning of Section 4975(e)(1) of the Code, such
representations and warranties are made assuming the truth of the
representation, warranty and covenant contained in the last sentence of
subsection 2.1(a).


Section 7.5    Financial Statements; Business Plan; Solvency.



         (a)  The consolidated audited balance sheets of the Company and its
Subsidiaries and consolidated statements of operations, changes in
stockholders’ equity and cash flows of the Company and its Subsidiaries each as
of December 31, 2001, and all other information and data heretofore furnished
by the Company, or any agent of the Company on behalf of the Company to the
Administrative Agent, including, the quarterly (each as at June 30, 2002)
consolidated balance sheets and consolidated statements of operations, changes
in stockholders’ equity and cash flows, have been prepared in accordance with
GAAP and fairly present the condition and results of operations of the Company
and its Subsidiaries as of such dates or for such periods. Except for those
matters (i) set forth in the Company’s SEC Reports filed on or prior to the
Closing Date or (ii) as set forth on Schedule 7.5, since June 30, 2002, no
event that could reasonably be expected to have a Material Adverse Effect with
respect to any Credit Party has occurred. None of the Company or any of its
Subsidiaries has contingent obligations, liabilities for taxes or other
outstanding financial obligations which are material either individually or in
the aggregates.


         (b)  The consolidated audited balance sheets of each of the Operating
Affiliates and their respective Subsidiaries and consolidated statements of
operations, stockholders’ equity and cash flows of each of the Operating
Affiliates and their respective Subsidiaries, each as at December 31, 2001,
have been prepared in accordance with GAAP and fairly represent in all material
respects the condition and results of operations of such Operating Affiliate
and its Subsidiaries as of such dates or for such periods. All information and
data heretofore furnished by each Operating Affiliate, or any agent of such
Operating Affiliate on behalf of such Operating Affiliate, to the
Administrative Agent are complete and correct in all material respects. None
of the Operating Affiliates or any of their respective Subsidiaries have
contingent obligations, liabilities for taxes or other outstanding financial
obligations which are material either individually or in the aggregate, except
as disclosed in the above-referenced financials or on Schedule 7.5 hereto.


         (c)  The financial and business projections for each of the Systems
contained in the Approved Business Plan submitted to the Administrative Agent
were prepared in good faith and based upon assumptions believed to be
reasonable by the Company and the Related Operating


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Affiliate (as of the dates
of such Approved Business Plan). The Approved Business Plan has been
accompanied by a summary of the key assumptions utilized in preparing the
Approved Business Plan.


         (d)  Both before and after giving effect to the transactions contemplated
hereunder, under the New EFA and under the Senior Notes Indenture, NII Cayman
shall meet the relevant requirements to be considered solvent under New York,
Cayman Islands and United States bankruptcy laws.


Section 7.6    Taxes.



         Each Credit Party has timely paid all required taxes, duties, fees and
assessments of any kind with respect to, or in connection with, its respective
income, business, properties and certificates of stock and each is current with
all the tax returns required to be filed by it except such taxes, if any, as
are being contested in good faith and by proper proceedings and as to which
either (x) adequate reserves have been established in accordance with GAAP on
the books of such Credit Party or (y) the aggregate amount of such taxes,
duties, fees and assessments is less than $5,000,000 and the non-payment of
which would not reasonably be expected to have a Material Adverse Effect under
such circumstances. There are no tax liens against any of the Credit Parties
or any of their respective properties. No Credit Party is party to any action
or proceeding by any Governmental Authority for the assessment or collection of
taxes, nor has any claim for assessment or collection of taxes been asserted
against any of the Credit Parties or any of their respective properties.


Section 7.7
   Properties.



         All property and assets owned by each Credit Party, including, without
limitation, contracts, Governmental Approvals currently held by such Credit
Party, entitlements and other rights, titles or interest of such Credit Party
relating or incidental to the Systems or the Telecommunications Businesses are
owned by it free and clear of all Liens other than Permitted Liens. Each
Credit Party has good title in and to all of the property now owned by it, and
with respect to leased property a valid and subsisting leasehold estate in and
to such property, in each case free and clear of all Liens other than Permitted
Liens. No mortgage or financing statement or other instrument or recordation
or registration covering all or any part of the assets or property of any
Credit Party (including, without limitation, the Collateral) is on file in any
recording office other than in connection with the Liens granted under the
Security Documents or in connection with Permitted Liens or as in existence on
the date hereof and disclosed on Schedule 7.7. Each Credit Party has been
granted (or reasonably expects to be granted) and has good leasehold right or
title reasonably expects to have a good leasehold right or title) to all
material easements, rights-of-way, licenses and other real property rights
reasonably required for access to, and construction or operation of, the
related System and the related Telecommunications Business, free and clear of
any Lien other than Permitted Liens.


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Section 7.8    Compliance with Laws.



         (a)  Each Credit Party complies and has complied in all material respects
with all applicable Governmental Rules, except to the extent such
non-compliance cannot, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect. To the extent the representations and
warranties contained in the preceding sentence relate to any Governmental Rule
related to an “employee benefit plan”, within the meaning, of Section 3(3) of
ERISA, or a “plan”, within the meaning of Section 4975(e)(1) of the Code, such
representations and warranties are made assuming the truth of the
representation, warranty and covenant contained in the last sentence of
subsection 2.1(a). Except as previously disclosed to the Administrative Agent
and the Lenders in writing or disclosed in the Company’s SEC Reports, no Credit
Party has received any communication of which the Company has not made the
Administrative Agent and the Lenders aware in writing promptly after the
Company becoming aware thereof, from a Governmental Authority that alleges that
such Credit Party is not in full compliance in all material respects with all
applicable Governmental Rules, and to the Credit Parties’ knowledge, after due
inquiry, there are no circumstances that may prevent or interfere with such
full compliance in all material respects in the future.


         (b)  Each Credit Party is in compliance in all material respects with all
applicable laws relating, to the employment of labor, wages, hours and
conditions of work, collective bargaining, withholding tax and the payment of
social security contributions and other labor-related taxes, except to the
extent any non-compliances cannot, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect. No Credit Party is
liable for any arrears in wages, compensation, benefits, premiums, taxes or
penalties for failure to comply with any of the foregoing laws except to the
extent that the same are being contested in good faith and by proper
proceedings and as to which either (x) adequate reserves have been established
in accordance with GAAP on the books of such Credit Party or (y) nonpayment of
which could not have a Material Adverse Effect under such circumstances and
could not result in an aggregate liability in excess of $5,000,000. To the
extent the representations and warranties contained in this Section 7.8(b)
relate to any law related to an “employee benefit plan”, within the meaning of
Section 3(3) of ERISA, or a “plan”, within the meaning of Section 4975(e)(1) of
the Code, such representations and warranties are made assuring the truth of
the representation, warranty and covenant contained in the last sentence of
subsection 2.1(a).


         (c)  The operations of each Credit Party complies in all material aspects
with all applicable Environmental Laws.


         (d)  There are no claims, investigations, litigation, administrative
proceedings, whether pending or, to the knowledge of the Company, threatened,
or judgments or orders, relating to any Materials of Environmental Concern or
alleging, the violation of any Environmental Laws (collectively “Environmental
Matters”) relating in any way to any property or to the operations of such
Credit Party.

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         (e)  No Materials of Environmental Concern are presently stored or
otherwise located on, in or under real estate owned or leased by any Credit
Party except in compliance in all material respects with all Environmental
Laws, and, no part of such real estate or adjacent parcels of real estate,
including, without limitation, the groundwater located thereon, is to the
knowledge of the Credit Parties after due inquiry, presently contaminated by
any Materials of Environmental Concern in any material respect.


         (f)  No Credit Party has any material contingent liability in connection
with any release of any Materials of Environmental Concern into the
environment.


Section 7.9
   Intellectual Property.



         Each of the Credit Parties owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business (the “Intellectual Property”), and the use thereof by the Credit
Parties does not infringe upon the rights of any other Person, except for any
such infringements that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. All material fees which are due
in respect of the Intellectual Property have been paid. All Intellectual
Property owned by each Credit Party, together with any pending applications
therefor is listed on Schedule 7.9 hereto.


Section 7.10   
Burdensome Documents; Agreements with Affiliates; Other Agreements.



         (a)  Except as set forth on Schedule 7.10, no Credit Party is a party to or
bound by, nor are any of the properties or assets owned by any Credit Party
used in the conduct of its businesses affected by, any agreement, bond, note,
indenture, order or judgment, including, without limitation, any of the
foregoing relating to any Environmental Matter, that a violation thereof could
reasonably be expected to have a Material Adverse Effect.


         (b)  No Credit Party is a party to any agreement with any Arm’s-Length
Affiliate or any of the officers, directors or stockholders of such
Arm’s-Length Affiliate except as set forth on Schedule 7.10 (including, without
limitation, the management agreements listed thereon) and except for agreements
(i) with any Restricted Affiliate, or (ii) made on commercially reasonable or
more advantageous terms to such Credit Party.


         (c)  No Credit Party is a party to nor is any of its respective property
subject to or bound by any lease, forward purchase contract or futures
contract, covenant not to compete, or other agreement which restricts such
Credit Party’s ability to conduct its respective business as presently
conducted in such a way as could reasonably be expected to have a Material
Adverse Effect or otherwise could reasonably be expected to have a Material
Adverse Effect.


         (d) No material purchase or other commitment of any Credit Party is in
excess of the normal ordinary and usual requirements of its respective
business, or was made at any price in
excess of the then current market price, or contains terms and conditions
more onerous than those usual and customary in the applicable industry.


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Section 7.11    Security Documents.



         The Security Documents create in favor of the Collateral Agent legal,
valid and, upon proper recording, registration or filing for those documents or
instruments that require such filing registration or recording, and possession
for those security interests perfected by possession, perfected security
interests in the Collateral. All filings, recordations, registrations and
other actions necessary to perfect and protect such security interests have
been duly effected or taken, and a perfected Lien on the Collateral, prior and
superior to all other Liens (except for Permitted Liens) has been created in
favor of the Collateral Agent.


Section 7.12    Judgments, Actions, Proceedings.



         Except as set forth on Schedule 7.12 hereto, there are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of any of the Credit Parties after due inquiry,
threatened against or affecting any of the Credit Parties (i) as to which an
adverse determination could reasonably be expected and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect or (ii) that involve any of the Credit Documents
or Licenses or the transactions contemplated thereby nor is there any
reasonable basis for the institution of any such action or proceeding.


Section 7.13    No Defaults.



         No Default or Event of Default has occurred and is continuing. No Credit
Party is in default under or with respect to any agreement, lease or instrument
(including, without limitation, the System Documents) to which any Credit Party
is a party or by which it or its properties or assets may be bound which could
reasonably be expected to have a Material Adverse Effect.


Section 7.14    Strikes.



         There are no strikes, work stoppages or controversies pending or
threatened between any Credit Party and its employees, other than employee
grievances arising in the ordinary course of business which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


Section 7.15    Accuracy of Information.



         Each of the foregoing representations and warranties attributed to the
Credit Parties (or any group or one of them) and all information heretofore
furnished by the Credit Parties (or any group or one of them) to the Lender
Parties (or any group or one of them) for purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Credit Parties (or any group or one of
them) to the Lender Parties (or any group or one of them) will be, true and
accurate in all material respects on the date of this Agreement and as of the
date on which such information is stated or certified; provided that, with
respect to projected financial information the Credit Parties represent only
that such
information was prepared in good faith and based upon assumptions believed
to be reasonable by such Credit Party of performance for the forecast periods.
Each of the Credit Parties has disclosed to the Administrative Agent in writing
or in the Company’s SEC Reports any and all facts which have or could
reasonably be expected to have a Material Adverse Effect.


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         No representation or warranty of Credit Parties (or any group or one of
them) herein, and no certification, document or statement furnished or to be
furnished to Lender Parties (or any group or one of them) contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements of fact contained herein not misleading.


Section 7.16    Survival of Representations and Warranties.



         Each of the representations and warranties set forth in Section 7 hereof
shall be deemed repeated on the date of each Advance and on the first day of
each Interest Period as fully as if made on each such date with respect to the
circumstances of the relevant Credit Party existing at such time, except that
the representations and warranties set forth in subsections 7.5(a), (b) and (c)
hereof as to the financial statements of the Company and the Operating
Affiliates (other than the representation that no Material Adverse Effect has
occurred since June 30, 2002) shall be deemed a reference to the audited and
unaudited financial statements of the Company and the Operating Affiliates most
recently delivered to the Administrative Agent pursuant to Sections 8.2 and 8.3
hereof.


Section 7.17    ERISA.



         (a)  Each Plan is operated and administered in all material respects in
accordance with applicable laws including, but not limited to, all material
applicable provisions of ERISA and the Code, and each Credit Party has timely
made all requisite premium payments to the PBGC.


         (b)  No “Reportable Event”, as defined in Section 4043, that is subject to
a 30-day notice requirement under Section 4043 of ERISA (e.g., for which such
30-day notice requirement has not been waived by statute, regulation or
otherwise) in respect of any Plan has occurred, except for any such Reportable
Event as could not reasonably be expected to have a Material Adverse Effect.
No Credit Party has received any notice from the PBGC that any Plan is being
involuntarily terminated or from the Secretary of the Treasury that any partial
or full termination of any Plan has occurred and to the knowledge of the Credit
Parties, respectively, after due inquiry, no event shall have occurred, and to
the knowledge of the Credit Parties, respectively, after due inquiry, there
shall exist as of the date hereof no condition or set of circumstances that
present a material risk of the involuntary termination of any Plan where such
termination could reasonably be expected to have a Material Adverse Effect.


         (c)  No material unpaid or contingent liability to the PBGC has been or is
expected to be incurred by any Credit Party (other than for payment of PBGC
premiums in the ordinary course) with respect to any Plan. To the knowledge of
the Credit Parties, respectively, after due inquiry, no event has occurred and
to the knowledge of the Credit Parties, respectively, after due inquiry, there
exists no condition or set of circumstances, that presents a material risk of
the
termination or partial termination of any Plan that could reasonably be
expected to result in a material liability on the part of any Credit Party to
the PBGC with respect to any Plan.



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         (d)  No non-exempt “prohibited transaction” as defined in Section 406 of
ERISA or Section 4975 of the Code that could reasonably be expected to have a
Material Adverse Effect has occurred with respect to any Plan.


         (e)  Each Credit Party has made all material required contributions under
the Plans for all periods through and including June 30, 2002, or adequate
accruals therefor have been provided for in the financial statements referred
to in subsection 7.5(a) and (b). No material “accumulated funding deficiency”
(as defined in Section 412 of the Code or Section 302 of ERISA whether or not
waived, has occurred with respect to any Plan.


         (f)  The actuarial value of vested benefits required to be funded by each
Credit Party, or with respect to which such Credit Party is liable, under the
Plans, determined using the actuarial methods and assumptions used by the
relevant Plan’s actuary as of the last valuation date for which an actuarial
valuation was completed to determine such Plan’s funded status, did not as of
the last valuation date as of which an actuarial valuation has been completed,
which in the case of any individual Plan was not earlier than January 1, 2001,
exceed the actuarial value of the assets of the Plans allocable to such vested
and non-vested benefits by a material amount.


         (g)  No Credit Party is a participating employer in: (i) any Plan under
which more than one unrelated employer makes contributions as described in
Section 4063 and 4064 of ERISA, or (ii) a multiemployer plan as defined in
Section 4001 (a)(3) of ERISA.


         (h)  Subject to the first paragraph of Section 7, all references to an
Credit Party in this Section 7.18 or in any other Section of this Agreement
relating to ERISA (other than references relating to the knowledge or awareness
of the Company) shall be deemed to refer to such Credit Party and all other
entities that are part of a Controlled Group as of the relevant date.


Section 7.18 Use of Proceeds.



         No part of the proceeds received by any Credit Party from the Advances
will be used directly or indirectly for: (a) any purpose other than as is set
forth in Section 2.9 hereof, or (b) the purpose of purchasing or carrying, or
for payment in full or in part of Indebtedness that was incurred for the
purposes of purchasing or carrying, any margin stock (within the meaning of
Regulation U or X of the Board of Governors of the Federal Reserve System).


Section 7.19 Investment Company.



         None of the Borrowers, the Company nor any of the Operating Affiliates or
their respective Subsidiaries is an “Investment Company” within the meaning of
the Investment Company Act of 1935.


Section 7.20 Guarantees and
Security Documents.



         The Borrowers represent and warrant, on behalf of the Persons listed on
Schedule 6.1, for the purposes of the Guarantees and the other agreements
executed pursuant to Section 6.1 by such Persons, the representations and
warranties that are (or would be, if such Person were a


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Credit Party) attributable to such Person contained in Sections 7.2(a), 7.2(b), 7.3(a)(i),
7.3(a)(iv), 7.3(b), 7.4 and 7.11 are true and correct.


SECTION 8 AFFIRMATIVE COVENANTS



         Until termination of the Commitments and payment in full of the Advances,
any interest due thereon and all other amounts due hereunder, and so long as
this Agreement remains in effect, each Credit Party covenants and agrees that,
unless the Required Lenders shall otherwise consent in writing, it shall comply
in all respects with each of the following covenants and agreements attributed
to it.


         In addition, the Borrowers and the Company agree to cause each Credit
Party to comply in all respects with each covenant and agreement set forth
below and attributed to such Credit Party. All references to the Company or
the Credit Parties shall, unless expressly stated otherwise, be deemed to
include such Person’s Subsidiaries (to the extent not excluded from the
definition of Restricted Affiliates.)


Section 8.1 Performance of Obligations.



         (a)  Each of the Credit Parties shall punctually pay all amounts due by it
under each of the Credit Documents relating to the Obligations at the times, on
the dates and in the places specified therein, and shall timely perform all of
its other obligations, undertakings and covenants under each of the Credit
Documents relating to the Obligations.


         (b)  Each of the Credit Parties shall punctually pay all its respective
Indebtedness and shall perform promptly all its respective contractual
obligations (except those being diligently contested in good faith by
appropriate proceedings) pursuant to agreements to which it is a party or by
which it is bound at all times during the term of this Agreement.


         (c)  Each of the Credit Parties shall pay and discharge all taxes,
assessments and governmental charges levied upon it or against any of its
respective properties or assets prior to the date after which penalties attach
for failure to pay, except for such taxes, assessments and governmental charges
that are being contested in good faith and so long as such Credit Party has
established adequate reserves therefor on the books of such Credit Party in
accordance with GAAP or as to which the aggregate amount of such taxes,
assessments and governmental charges is less than (i) in the case of any Credit
Party, $5,000,000, and (ii) in the case of the Credit Parties in the aggregate,
$5,000,000, and the nonpayment of which would not reasonably be expected to
have a Material Adverse Effect under the circumstances. Each of the Credit
Parties shall make timely filings of all tax returns and material governmental
reports required to be filed or submitted by any of them under any applicable
laws or regulations. If any such Person pays any tax or charge as provided
herein or makes any deductions or withholding from amounts paid hereunder, the
Borrowers (or the Company on behalf of the Borrowers) shall promptly forward to
the Administrative Agent official receipts or other evidence acceptable to
the Administrative Agent establishing payment of such amounts.


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Section 8.2 Annual Financial Statements.



         As soon as available, but not later than 120 days after the end of its
fiscal year (i) the Company shall deliver to the Administrative Agent (A) and
if requested, a sufficient number of additional copies for each Lender and the
Administrative Agent of the consolidated annual financial statements of the
Company and the Subsidiaries (including, without limitation, its balance sheet,
statement of income, statement of changes in stockholders’ equity and statement
of cash flows and related earnings for such fiscal year, each with related
notes specifying significant accounting practices and their impact on such
financial statements and with related schedules) as at and for the fiscal year
then ended, (B) copies of the Governmental Approvals and Licenses as described
in Section 8.6, and (C) an update of the Security Documents as described in
Section 8.16 and (ii) each Operating Affiliate shall deliver to the
Administrative Agent, and if requested, a sufficient number of additional
copies for each Lender and the Administrative Agent of the consolidated annual
financial statements of such Operating Affiliate and its subsidiaries
(including, without limitation, its balance sheet, statement of income,
statement of changes in stockholders’ equity and statement of cash flows and
related earnings for such fiscal year with related notes specifying significant
accounting practices and their impact on such financial statements and with
related schedules) as at and for the fiscal year then ended, in each case
audited and reported on by Deloitte & Touche LLP or other internationally
recognized independent certified public accountants of recognized standing
selected by the Borrowers, the Company or such Operating Affiliate, without
going concern or like exception or qualification and without qualification as
to scope of such audit and prepared in accordance with GAAP. In addition, the
chief financial officers of the Borrowers and the Company shall jointly deliver
a certificate stating that at the date of such certificate (i) in respect of
the Credit Parties, no Default or Event of Default has occurred and is
continuing, or if such Default or an Event of Default has occurred and is
continuing, with a reasonably detailed description thereof and the actions the
Company is taking with respect thereto, and (ii) there is no material
litigation, initiated or filed by or against the Borrowers, the Company or the
other Credit Parties and, except for Permitted Liens, no Lien against any of
the Collateral has been created, voluntarily or by operation of law, or if
there is any such material litigation or Lien, a description thereof and the
actions the Borrowers, the Company or any such other Credit Party, as the case
may be, is taking with respect thereto. In addition, the foregoing certificate
shall set forth in reasonable detail each of the calculations required to
establish compliance with the financial covenants set forth in Section 8.15
hereto and include a representation that each such calculation (including,
without limitation, any such calculations made pursuant to any Schedule to this
Agreement) has been made in accordance with GAAP, is consistent with all
relevant definitions set forth in this Agreement, and is consistent with the
Company’s preparation of the then current Approved Business Plan.


Section 8.3 Quarterly Financial Statements.



         As soon as available but not later than 60 days after the end of each
fiscal quarter occurring within its fiscal year (other than the fourth fiscal
quarter, which will be deemed delivered with the financial statements required
under Section 8.2), (i) the Company shall deliver to the Administrative Agent,
and if requested, a sufficient number of additional copies for each


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Lender and the Administrative Agent of the consolidated unaudited financial statements of
the Company and its Subsidiaries for such quarterly period (including, without
limitation, its balance sheet, statement of income, statement of changes in
stockholders’ equity and statement of cash flows and related earnings, for such
quarter) which shall be certified by the chief financial officer of the Company
as having been prepared in accordance with GAAP, and (ii) each Operating
Affiliate shall deliver to the Administrative Agent, and if requested, a
sufficient number of additional copies for each Lender and the Administrative
Agent of the consolidated unaudited financial statements of such Operating
Affiliate and its Subsidiaries for such quarterly period (including, without
limitation, its balance sheet, statement of income, statement of changes in
stockholders’ equity and statement of cash flows and related earnings, for such
quarter) which shall be certified by the chief financial officer of such
Operating Affiliate as having been prepared in accordance with GAAP. In
addition, the chief financial officers of the Borrowers and the Company shall
jointly deliver a certificate stating that at the date of such certificate (i)
in respect of the Credit Parties, no Default or Event of Default has occurred
and is continuing, or if such Default or an Event of Default has occurred and
is continuing, with a reasonably detailed description thereof and the actions
being undertaken by the Company with respect thereto, and (ii) there is no
material litigation, initiated or filed by or against the Credit Parties, and
except for Permitted Liens, no Lien against any of the Collateral has been
created, voluntarily or by operation of law, or if there is any such material
litigation or Lien, a description thereof and the actions the Borrowers, the
Company or any other such Credit Party as the case may be, is taking with
respect thereto. In addition, the foregoing certificate shall set forth in
reasonable detail each of the calculations required to establish compliance
with the financial covenants set forth in Section 8.15 hereto and include a
representation that each such calculation (including, without limitation, any
such calculations made pursuant to any Schedule to this Agreement) has been
made in accordance with GAAP, is consistent with all relevant definitions set
forth in this Agreement, and is consistent with the Company’s preparation of
the then current Approved Business Plan.


Section 8.4 Other Information.



         (a)  Promptly upon their becoming available, the Credit Parties shall
deliver to the Administrative Agent, copies of all material notices or material
documents (the effect, substance, absence or breach of which could reasonably
be expected to have a Material Adverse Effect) given or received by any Credit
Party pursuant to any of the System Documents.


         (b)  From time to time, the Credit Parties shall deliver to each Lender,
such other information regarding the business of the Borrowers, the Company,
the Restricted Affiliates, any System or any Telecommunications Business as
such Lender may reasonably request.


         (c)  The officers of the Credit Parties (including, without limitation, the
chief financial officers thereof) shall, at the reasonable request of the
Administrative Agent, make themselves reasonably available following the
Administrative Agent’s receipt of the financial information required to be
delivered by the Company pursuant to Sections 8.2 or 8.3 hereof (commencing
with the information delivered for the period ending September 30, 2002), in
order to discuss and


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review the Credit Parties’ respective results shown on
such financial statements with representatives of the Administrative Agent.


         (d)  The Company shall furnish to the Collateral Agent, ninety days after
the date hereof and on each anniversary of the date hereof, one or more
opinions of counsel addressing the granting and perfection of security
interests, in forms substantially similar to the forms of opinions delivered on
the date hereof, but updated to the date of delivery of such opinion.


Section 8.5 Access to Books; Inspections.



         (a)  Each of the Credit Parties shall permit the Lender Parties and their
respective representatives, at all reasonable times, but prior to an Event of
Default at the Lender Parties’ own expense and with prior written notice to
the Borrowers, the Company and the relevant other Credit Parties, and after an
Event of Default at the expense of the Borrowers, the Company and each
Operating Affiliate, to inspect the facilities, activities, books of account
and records of the Borrowers, the Company and the other Credit Parties and make
copies thereof, and shall cause its representatives, employees and accountants
to give their full cooperation and assistance in connection with any such
visits of inspection or any financial conferences called by a Lender. The
Company and the Borrowers shall promptly supply to the Lender Parties copies of
any reports on its or any other Credit Party’s business and activities which
are publicly distributed, and will give notice of and make available to the
Lender Parties copies of any other reports on its or any other Credit Party’s
activities and reports made to the government, or any governmental agency or
council as the Lender Parties may from time to time reasonably request. Each
of the Borrowers, the Company and the Restricted Affiliates shall also make
available such further information concerning its or any other Restricted
Affiliate’s business and affairs in the Relevant Countries as any Lender Party
may from time to time reasonably request.


         (b)  Each Credit Party shall maintain an adequate accounting system,
including, without limitation, books, accounts and records, prepare all
financial statements required hereunder in accordance with GAAP, consistently
applied, and in compliance with the regulations of any Governmental regulatory
body having jurisdiction thereof.


Section 8.6 Governmental Approvals; Licenses.



         Each of the Credit Parties (and in the case of clause (ii) all Credit
Parties) shall promptly from time to time obtain or cause to be obtained all
Governmental Approvals and Licenses as shall now or hereafter be necessary (i)
and as is customary for the construction, ownership, completion, operation and
maintenance of the relevant Systems and the related Telecommunications
Businesses and as contemplated by the System Documents (except where
failure to obtain could not reasonably be expected to have a Material
Adverse Effect), and (ii) for the grant of the assignments and security
interests granted by the Security Documents or the validity and enforceability
thereof or for the perfection of or the exercise by the Collateral Agent of its
rights and remedies thereunder. Such Person shall furnish to the Agents copies
of all such


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Governmental Approvals and Licenses together with the financial
statements delivered pursuant to Section 8.2.


Section 8.7 Insurance.



         Each of the Credit Parties shall (i) maintain or cause to be maintained,
to the extent available on commercially reasonable terms, in full force and
effect at all times on and after the Closing Date and continuing until the
Maturity Date, with responsible insurance companies having, a Best Insurance
Reports rating of “A-” or better and a financial size category of “IX” or
higher (and other companies and ratings services reasonably acceptable to the
Required Lenders) such insurance on such of its properties, in such amounts and
against such risks and with such deductibles as a Person conducting a similar
business under similar conditions as the Credit Parties would customarily
maintain coverage, (ii) file with the Agents no more than 7 days after each
policy anniversary, certificates of all insurance then in effect, stating the
names of the insurance companies, the amounts of the insurance, the dates of
the expiration thereof and the properties and risks covered thereby and
specifically listing the special provisions enumerated for such insurance
required by this Section 8.7, and (iii) obtain such additional insurance, to
the extent available on commercially reasonable terms, as the Required Lenders
may reasonably request to cover risks not foreseen prior to the Closing Date.
The certificates of insurance referred to in clause (ii) hereof shall be
executed by an authorized representative of each insurer. Upon request, the
Company will promptly furnish the Agents with evidence of such insurance
relating to each System and each Telecommunications Business.


Section 8.8 Continuance of Business.



         Each of the Credit Parties shall maintain their respective corporate
existence, rights, licenses and privileges in good standing under and in
compliance with all applicable laws and regulations, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect and shall maintain, subject to the provisions of
Section 9.5 hereof, the present character of its respective business.


Section 8.9 Maintenance and Repairs.



         Each of the Credit Parties shall conduct its respective business in a
manner consistent with prudent industry standards, keep all its respective
material assets and properties in good working order and condition, and from
time to time make all needful and proper repairs, renewals, replacements and
improvements thereof so that the business carried on in connection therewith
may be properly and prudently conducted at all times.


Section 8.10 Compliance with Law.



         (a)  Each of the Credit Parties shall comply with the requirements of all
applicable Governmental Rules except those Governmental Rules that are being
contested in good faith by
appropriate proceedings and except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect. In particular, and
without application of any materiality standard, each such Person agrees that
its activities in connection with the Systems and the Telecommunications
Businesses shall be conducted in full compliance under the United States


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Foreign Corrupt Practices Act and any other applicable law dealing with
improper or illegal payments, gifts or gratuities. Notwithstanding the
foregoing, the covenants contained in this Section 8.10 shall not be deemed to
have been violated to the extent any failure to comply with any Governmental
Rule or any other requirement of this Section 8.10 is attributable to a breach
of the representation, warranty or covenant contained in the last sentence of
subsection 2.1(a) hereto.


         (b)  Notwithstanding anything in the foregoing subsection 8.10(a) or in
this Agreement to the contrary, the Credit Parties (including the Related
Operating Affiliates) shall keep the relevant Systems and the assets of the
related Telecommunications Businesses free of any Lien imposed pursuant to any
Environmental Law; and will pay or cause to be paid when due any and all costs
in connection with the foregoing (except where the same are being contested in
good faith by proper procedures and as to which either (x) adequate reserves
have been established in accordance with GAAP on the books of such Person or
(y) non-payment of which would not reasonably be expected to have a Material
Adverse Effect), including, without limitation, the cost of identifying the
nature and extent of the presence of any Materials of Environmental Concern in,
on or from such System and the assets of such Telecommunications Business or on
any real property owned or leased by the Borrowers, the Company or any
Restricted Affiliate, and the cost of delineation, removal, treatment and
disposal of any such Materials of Environmental Concern. If any Credit Party
fails to do any of the foregoing, then after the occurrence of an Event of
Default related thereto which is continuing under this Agreement, the
Collateral Agent may cause such System, the assets of such Telecommunications
Business or the Collateral to be freed (by removal or otherwise) from such
Materials of Environmental Concern, and the cost of such action (including,
without limitation, reasonable attorneys’ consultants’ and laboratories’ fees
and expenses) shall be added to the Obligations of the Borrowers pursuant to
this Agreement and secured by the Security Documents. The Credit Parties will
give to the Collateral Agent and its agents and employees reasonable access to
the Systems, the assets of the Telecommunications Businesses and the Collateral
to effect the foregoing, including, without limitation, following such failure
the periodic conduct of an environmental audit, the cost of such audit to be
paid by the Borrowers (or the Company on behalf of the Borrowers), to ensure
compliance with this Section 8.10.


         (c)  None of the Credit Parties shall use any System, any
Telecommunications Business or any of their real property to generate,
manufacture, refine, produce, treat, store, handle, dispose of, transfer,
process or transport Materials of Environmental Concern other than in
compliance with Environmental Laws.


         (d)  Each of the Credit Parties will notify the Agents promptly upon its
receipt of any notice or advice from any Governmental Authority or in writing
from any other source with respect to Materials of Environmental Concern on,
from or affecting the relevant System or the
related Telecommunications Business. Each such Person will also make
available for inspection by the Collateral Agent and its agents and employees,
accurate and complete records of all investigations, studies, sampling and
testing conducted, and any and all remedial actions taken, by the Credit
Parties or, to the knowledge of and to the extent obtained by, an Credit Party,
any


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Governmental Authority or other Person in respect of Materials of
Environmental Concern on or affecting the relevant System or the related
Telecommunications Business.


Section 8.11 Notices.



         (a)  The Credit Parties (as applicable) shall promptly, but in no event
later ten (10) Business Days (unless otherwise indicated below) after the
occurrence of the following events, give notice to the Administrative Agent of
the occurrence of any of the following:


                  (i) a Default or an Event of Default;



                  (ii) a default by any Credit Party under any material System Document
which would reasonably be expected to have a Material Adverse Effect, together
with a statement of action proposed to be taken by such Credit Party to cure
such default;



                  (iii) any (A) written claim, litigation, investigation or proceeding which
arises at any time involving the Licenses in the Major Market Areas; (B)
written claim, litigation, investigation or proceeding which arises at any time
involving any Credit Party which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect; (C) the issuance by any court or
Governmental Authority of any injunction, order, decision or other restraint
prohibiting, or having the effect of prohibiting, the making of Advances
hereunder, or invalidating, or having the effect of invalidating, any provision
of this Agreement or any of the other Credit Documents, including but not
limited to, provisions regarding the granting of security interests in the
Collateral or the priority of such security interests, or the initiation of any
litigation or similar proceeding seeking any-such injunction, order, decision
or other restraint; (D) any written challenge to the Licenses by any third
party in the Major Market Areas or (E) assessment, lawsuit or claim with any
administrative or judicial court or judge involving any Credit Party or any
Supplemental Credit Party pursuant to which the offering of guaranty or deposit
of funds is or may be required, as well as of any other matter or legal action
that may represent a potential bankruptcy claim (provided such bankruptcy claim
is in excess of US$100,000) of any third party or that may represent the
failure of a Credit Party or any Supplemental Credit Party to obtain tax
certificates required for such Person to do business with any government
entity;



                  (iv) any development in the business or affairs of any Credit Party which
has resulted in or could reasonably be expected to result in a Material Adverse
Effect or the occurrence of any other event, such as a Force Majeure, which, if
adversely determined (if applicable) or otherwise, could reasonably be expected
to have a Material Adverse Effect;



         (b)  with thirty (30) days prior written notice thereof, the movement of
any Credit Party’s principal place of business to any location other than as
set forth on Schedule 8.11 hereto;


         (c)  within thirty (30) days of receipt of any notice received by any
Credit Party from any other Governmental Authority regarding events which, if
determined adversely, could


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reasonably be expected to have a Material Adverse
Effect, including, without limitation, the rejection, termination or revocation
of any License or Governmental approval; and


         (d)  promptly, upon their becoming available (and any Credit Party becoming
aware of their existence), copies of: (i) all correspondence with any
representative of PBGC, the Secretary of Labor or the IRS with respect to any
Plan, relating to an actual or threatened change or development that could
reasonably be expected to have a Material Adverse Effect; and (ii) copies of
any notices of Plan termination filed by any Plan Administrator (as those terms
are used in ERISA) with the PBGC and of any notices from the PBGC to the
Company with respect to the intent of the PBGC to institute involuntary
termination proceedings where such termination could reasonably be expected to
have a Material Adverse Effect.


         Each notice shall be accompanied by a statement of the principal financial
officer of the Company setting forth details of the occurrence referred to
therein and stating, what action the Company proposes to take with respect
thereto.


Section 8.12 Security; Further Assurances.



         (a)  Each of the Credit Parties shall register or record each of the Credit
Documents to which it is a party (or a copy thereof) required to be registered
or recorded and execute and file and cause to be filed in such offices as shall
be required or appropriate under any applicable Uniform Commercial Code or
mortgage recording or other statute in any state or jurisdiction (including,
without limitation, all necessary or desirable registrations with any central
banking, registrar of companies or other applicable Governmental Authority in
the Relevant Countries), and, in each such case, in such manner and form as the
Secured Parties may reasonably require or as may be necessary under applicable
governmental laws, any financing statement, registration, mortgage or other
instrument that may be necessary, or that the Secured Parties may reasonably
request, in order to create, perfect, preserve, validate or satisfy the Liens
granted to the Collateral Agent (for the benefit of the Lender Parties)
pursuant to the Security Documents and shall pay all costs, charges and
expenses of and incidental to the registration and recordation of the Credit
Documents and the filing or recording of such financing statements, mortgages
or other instruments.


         (b)  Each of the Credit Parties shall at all times and at such Person’s
cost, warrant and defend its title in and to the Collateral attributed to it.


         (c)  From time to time and at all times hereafter upon the reasonable
request of the Collateral Agent and at the cost of the Company, the Credit
Parties shall execute and cause to be done and executed all such acts, deeds
and assurances to perfect, reserve or protect the rights of the Collateral
Agent with respect to the Collateral as the Collateral Agent may reasonably
request.


Section 8.13 Construction of the Systems.



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         The Company shall proceed, together with the Related Operating Affiliate,
diligently to construct the Systems in the Major Market Areas as required and
permitted (to the extent necessary to achieve the Approved Business Plan
(exclusive of the portions thereof relating to Nextel Argentina or Nextel
Brazil)) pursuant to the Licenses.


Section 8.14 Maintenance of Licenses.



         Except to the extent loss of a License could not reasonably be expected to
have a Material Adverse Effect, each of the Credit Parties shall: (i) comply in
all material respects with the terms and conditions of the Licenses, preserve
and maintain each License in full force and effect and shall not permit or
suffer to exist any default under the Licenses which could give rise to a
revocation or termination thereof; (ii) enforce and maintain in all material
respects its respective rights under such Licenses; and (iii) not permit or
consent to the modification or waiver (adverse to the license holder or Related
Operating Affiliate) of any provision of the Licenses.


Section 8.15 Financial Covenants.



         The Company shall have or maintain, on a Consolidated basis, and at all
times:


         (a)  a ratio of Indebtedness to EBITDA of not greater than the ratios set
forth below, measured at the end of each fiscal quarter commencing with the
fiscal quarter ending March 31, 2003, (it being understood that for purposes of
this ratio, (A) Financing Method Obligations and Permitted Handset Obligations
shall not be considered Indebtedness nor will any interest in respect thereof
be added to determine EBITDA) and (B) EBITDA shall be calculated on a rolling
four quarter basis as of such quarter end date; provided that for the fiscal
quarters ending 03/31/03, 06/30/03 and 09/30/03, EBITDA shall be measured for
the periods commencing 01/01/03 and ending on such dates and such measurement
of EBITDA shall be multiplied by four (in the case of the fiscal quarter ending
03/31/03), by two (in the case of the fiscal quarter ending 06/30/03) and by
four thirds (in the case of fiscal quarter ending 09/30/03):



	 	 	 
	Quarter end date	 	Maximum Indebtedness to EBITDA
	
	 	

	3/31/03	 	
5.31x
	
	
	
	

	6/30/03	 	
4.91x
	
	
	
	

	9/30/03	 	
4.65x
	
	
	
	

	12/31/03	 	
5.41x
	
	
	
	

	3/31/04	 	
4.76x
	
	
	
	

	6/30/04	 	
3.99x
	
	
	
	

	9/30/04	 	
3.55x
	
	
	
	

	12/31/04	 	
3.03x



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	Quarter end date	 	Maximum Indebtedness to EBITDA
	
	 	

	
	
	
	

	3/31/05	 	
2.82x
	
	
	
	

	6/30/05	 	
2.51x
	
	
	
	

	9/30/05	 	
2.35x
	
	
	
	

	12/31/05	 	
2.07x
	
	
	
	

	3/31/06	 	
1.94x
	
	
	
	

	6/30/06	 	
1.67x
	
	
	
	

	9/30/06	 	
1.56x
	
	
	
	

	12/31/06	 	
1.33x
	
	
	
	

	3/31/07	 	
1.24x
	
	
	
	

	6/30/07	 	
1.05x
	
	
	
	

	9/30/07	 	
0.99x
	
	
	
	

	12/31/07	 	
0.84x
	
	
	
	

	3/31/08	 	
0.79x
	
	
	
	

	6/30/08	 	
0.73x
	
	
	
	

	9/30/08	 	
0.70x
	
	
	
	

	12/31/08	 	
0.64x
	
	
	
	

	3/31/09	 	
0.62x
	
	
	
	

	6/30/09	 	
0.57x
	
	
	
	

	9/30/09	 	
0.30x
	
	
	
	

	12/31/09	 	
0.27x



         (b)  EBITDA, measured for the most recently ended fiscal quarter commencing
with the fiscal quarter ending March 31, 2003 of not less than the amount on
the quarter end dates as set forth below and shall be calculated on a rolling
four quarter basis as of such quarter end date; provided that for the fiscal
quarters ending 03/31/03, 06/30/03, and 09/30/03 EBITDA shall be measured for
the periods commencing 03/31/03 and ending on such dates and such measurement
shall be multiplied by four (in the case of the fiscal quarter ending
03/31/03), by two (in the case of the fiscal quarter ending 06/30/03) and by
four thirds (in the case of fiscal quarter ending 09/30/03):






	 	 	 
	Quarter end date	 	Maximum EBITDA
	
	 	

	
	
	
	

	 		
(Figures in ’000s)




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	Quarter end date	 	Minimum EBITDA
	
	 	

	3/31/03	 	 	
97,000	 
	
	
	
	

	6/30/03	 	 	
106,000	 
	
	
	
	

	9/30/03	 	 	
116,000	 
	
	
	
	

	12/31/03	 	 	
138,000	 
	
	
	
	

	3/31/04	 	 	
158,000	 
	
	
	
	

	6/30/04	 	 	
181,000	 
	
	
	
	

	9/30/04	 	 	
205,000	 
	
	
	
	

	12/31/04	 	 	
229,000	 
	
	
	
	

	3/31/05	 	 	
246,000	 
	
	
	
	

	6/30/05	 	 	
262,000	 
	
	
	
	

	9/30/05	 	 	
280,000	 
	
	
	
	

	12/31/05	 	 	
300,000	 
	
	
	
	

	3/31/06	 	 	
321,000	 
	
	
	
	

	6/30/06	 	 	
344,000	 
	
	
	
	

	9/30/06	 	 	
369,000	 
	
	
	
	

	12/31/06	 	 	
395,000	 
	
	
	
	

	3/31/07	 	 	
425,000	 
	
	
	
	

	6/30/07	 	 	
455,000	 
	
	
	
	

	9/30/07	 	 	
485,000	 
	
	
	
	

	12/31/07	 	 	
514,000	 
	
	
	
	

	3/31/08	 	 	
543,000	 
	
	
	
	

	6/30/08	 	 	
573,000	 
	
	
	
	

	9/30/08	 	 	
602,000	 
	
	
	
	

	12/31/08	 	 	
631,000	 
	
	
	
	

	3/31/09	 	 	
660,000	 
	
	
	
	

	6/30/09	 	 	
689,000	 
	
	
	
	

	9/30/09	 	 	
715,000	 
	
	
	
	

	12/31/09	 	 	
739,000	 



         (c)  minimum Recurring Revenues, measured at the end of each fiscal quarter
commencing with the quarter ending March 31, 2003 of not less than the amounts
set forth


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opposite the quarter end dates set forth below and shall be
calculated on a rolling four quarter basis as of such quarter end date;
provided that for the fiscal quarters ending 03/31/03, 06/30/03, and 09/30/03
Recurring Revenues shall be measured for the periods commencing 03/31/03 and
ending on such dates and such measurement shall be multiplied by four (in the
case of the fiscal quarter ending 03/31/03), by two (in the case of the fiscal
quarter ending 06/30/03) and by four thirds (in the case of fiscal quarter
ending 09/30/03):



	 	 	 	 	 
	Quarter end date	 	Minimum Recurring Revenues
	
	 	

	 	 	(Less Bad Debt and Philippines Revenue)
	 	 	(Figures in '000s)
	 	 	

	3/31/03	 	 	
644,000	 
	
	
	
	

	6/30/03	 	 	
665,000	 
	
	
	
	

	9/30/03	 	 	
683,000	 
	
	
	
	

	12/31/03	 	 	
720,000	 
	
	
	
	

	3/31/04	 	 	
756,000	 
	
	
	
	

	6/30/04	 	 	
790,000	 
	
	
	
	

	9/30/04	 	 	
825,000	 
	
	
	
	

	12/31/04	 	 	
859,000	 
	
	
	
	

	3/31/05	 	 	
890,000	 
	6/30/05	 	 	
924,000	 
	
	
	
	

	9/30/05	 	 	
960,000	 
	
	
	
	

	12/31/05	 	 	
999,000	 
	
	
	
	

	3/31/06	 	 	
1,040,000	 



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	Quarter end date	 	Minimum Recurring Revenues
	
	 	

	
	
	
	

	6/30/06	 	 	
1,083,000	 
	
	
	
	

	9/30/06	 	 	
1,129,000	 
	
	
	
	

	12/31/06	 	 	
1,178,000	 
	
	
	
	

	3/31/07	 	 	
1,228,000	 
	
	
	
	

	6/30/07	 	 	
1,277,000	 
	
	
	
	

	9/30/07	 	 	
1,326,000	 
	
	
	
	

	12/31/07	 	 	
1,374,000	 
	
	
	
	

	3/31/08	 	 	
1,421,000	 
	
	
	
	

	6/30/08	 	 	
1,467,000	 
	
	
	
	

	9/30/08	 	 	
1,512,000	 
	
	
	
	

	12/31/08	 	 	
1,556,000	 
	
	
	
	

	3/31/09	 	 	
1,598,000	 
	
	
	
	

	6/30/09	 	 	
1,637,000	 
	
	
	
	

	9/30/09	 	 	
1,673,000	 
	
	
	
	

	12/31/09	 	 	
1,706,000	 



         (d)  Aggregate Subscribers, measured at the end of each fiscal quarter
commencing with the quarter ending September 30, 2002, of not less than the
number of Aggregate Subscribers set forth opposite the quarter end dates set
forth below:



	 	 	 	 	 
	Quarter end date	 	Aggregate Subscribers
	
	 	

	12/31/02	 	 	
1,085,000	 
	
	
	
	

	3/31/03	 	 	
1,122,000	 
	
	
	
	

	6/30/03	 	 	
1,164,000	 
	
	
	
	

	9/30/03	 	 	
1,212,000	 
	
	
	
	

	12/31/03	 	 	
1,256,000	 
	
	
	
	

	3/31/04	 	 	
1,297,000	 
	
	
	
	

	6/30/04	 	 	
1,340,000	 



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	Quarter end date	 	Aggregate Subscribers
	
	 	

	
	
	
	

	9/30/04	 	 	
1,386,000	 
	
	
	
	

	12/31/04	 	 	
1,430,000	 
	
	
	
	

	3/31/05	 	 	
1,469,000	 
	
	
	
	

	6/30/05	 	 	
1,527,000	 
	
	
	
	

	9/30/05	 	 	
1,588,000	 
	
	
	
	

	12/31/05	 	 	
1,644,000	 
	
	
	
	

	3/31/06	 	 	
1,695,000	 
	
	
	
	

	6/30/06	 	 	
1,767,000	 
	
	
	
	

	9/30/06	 	 	
1,841,000	 
	
	
	
	

	12/31/06	 	 	
1,910,000	 
	
	
	
	

	3/31/07	 	 	
1,974,000	 
	
	
	
	

	6/30/07	 	 	
2,046,000	 
	
	
	
	

	9/30/07	 	 	
2,120,000	 
	
	
	
	

	12/31/07	 	 	
2,189,000	 
	
	
	
	

	3/31/08	 	 	
2,253,000	 
	
	
	
	

	6/30/08	 	 	
2,320,000	 
	
	
	
	

	9/30/08	 	 	
2,391,000	 
	
	
	
	

	12/31/08	 	 	
2,457,000	 
	
	
	
	

	3/31/09	 	 	
2,517,000	 
	
	
	
	

	6/30/09	 	 	
2,569,000	 
	
	
	
	

	9/30/09	 	 	
2,624,000	 
	
	
	
	

	12/31/09	 	 	
2,677,000	 



         (e)  a Fixed Charge Coverage Ratio of not less than 1.00:1.00 commencing
with the quarter ending March 31, 2003, the components of the Fixed Charge
Coverage Ratio shall be calculated on a rolling four quarter basis as of such
quarter end date; provided that for the fiscal quarters ending 03/31/03,
06/30/03, and 09/30/03 the components shall be measured for the periods
commencing 03/31/03 and ending on such dates and such measurement of the
components shall be multiplied by four (in the case of the fiscal quarter
ending 03/31/03), by two (in the case of the fiscal quarter ending 06/30/03)
and by four thirds (in the case of fiscal quarter ending 09/30/03);


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         (f)  with respect to covenants and calculations utilizing the operations of
entities in Brazil, such calculations will be made utilizing the fixed foreign
exchange rate as utilized in the most current version of the Approved Business
Plan at the time of measurement;


         (g)  NII Cayman shall always have assets which are at least $1.0 million in
excess of its liabilities (which liabilities other than as described in the
proviso to the definition of Permitted Indebtedness shall not at any one time
exceed $1.0 million); and


         (h)  all Financial Covenants described in this Section 8.15 are subject to
amendment and revision as may be contemplated by any revisions or amendments to
the Approved Business Plan in accordance with the definition thereof.


Section 8.16 Update of Security Documents.



         Concurrently with the delivery of financial statements pursuant to
Sections 8.2 and 8.3, the chief financial officer of the Company shall provide
a certified list of the shareholdings or quota holdings of record of the
Borrowers, the Company and the Restricted Affiliates, or, if applicable, a
certification that there have been no changes in the shareholdings or quota
holdings since the last certification, in each case together with (i) an
updated certified Collateral Report dated as of the date of such financial
statements and (ii) a statement certifying that all actions have been taken (A)
to register those shares or quotas in the books of the relevant issuer thereof
and (A) to provide share certificates to the Collateral Agent and otherwise
pledge or charge those assets to the Collateral Agent.


Section 8.17 Trademark Agreement



         The Company shall comply with the terms and conditions of the Trademark
Agreement.


Section 8.18 Unencumbered Cash



         The Restricted Affiliates shall at all times maintain on a consolidated
basis at least sixty million dollars ($60,000,000) in unencumbered cash.


Section 8.19 Disposition of Certain Assets.



         The following entities will be sold by November 30, 2002 or dissolved
within 90 (ninety) days following the Closing Date hereof:



Nextel International (Philippines), LLC;

Nextel International (Japan), Ltd.;

Nextel International Asia Holdings Limited;

East Holdings Limited;

Emerald Investments, Inc.;

Top Mega Enterprises, Limited;

Gamboa Holdings, Inc.;

Joyce Link Holdings, Ltd.;

Nextel Communications Philippines, Inc.;



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Foodcamp Industries and Marketing, Inc.; and

Comercializadora Troncales



         To the extent any of the above entities have not been sold by November 30,
2002 or dissolved within 90 (ninety) days following the Closing Date, such
entity (other than H — Telecom Ltda.) shall pledge all of its assets as
additional security for this Agreement and the EFA in the same manner as the
Persons listed on Schedule 6.1 including all supporting legal opinions to give
effect thereto.


         Additionally, Nextel Chile shall have until 07/31/03 to close on a
proposed joint venture with a Chilean telecommunications services provider. To
the extent the joint venture is not closed by such date, Nextel Chile shall
pledge all of its assets as additional security for this
Agreement and the EFA in the same manner as the Persons listed on Schedule
6.1 including all supporting legal opinions to give effect thereto.


Section 8.20 Bank Account Control Agreements.


         On or before the Closing Date,
those Persons indicated on Schedule 6.1 responsible for executing Bank Account
Control Agreements will have executed such agreements with the appropriate
banking institution; provided, that for the non-United States of America
Persons on Schedule 6.1, such agreements shall be executed within 90 days of
the Closing Date. After such 90 day period, it shall be an Event of Default
hereunder if such Bank Account Control Agreements have not been completed with
the appropriate banking institution. There shall be an additional 45 day cure
period with respect to such Event of Default.


SECTION 9 NEGATIVE COVENANTS



         Until the termination of the Commitments and payment in full of the
Advances, any interest due thereon and all other amounts due hereunder, and so
long as this Agreement remains in effect, each Credit Party covenants and
agrees that, unless the Required Lenders shall otherwise consent in writing, it
shall comply in all respects with each of the following covenants and
agreements attributed to it. In addition, the Company agrees to cause each of
the Restricted Affiliates (including, without limitation, each Operating
Affiliate) to comply in all respects with each covenant and agreement set forth
below and attributed to such Restricted Affiliate.


Section 9.1 Indebtedness.



         None of the Credit Parties shall, nor shall they permit any of their
Subsidiaries which are Restricted Affiliates to, at any time, incur, create,
assume or suffer to exist any Indebtedness (howsoever incurred, created,
assumed or existing, directly or indirectly) other than Permitted Indebtedness;
provided, that other than to the extent described in the proviso at the end of
the definition thereof, NII Cayman may not be obligated as an obligor with
respect to any Permitted Indebtedness; provided further, that the aggregate
liabilities of NII Cayman, exclusive of obligations of the type described in
the proviso to the definition of Permitted Indebtedness, shall not exceed $1.0
million.


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Section 9.2 Guarantees.



         None of the Credit Parties shall, nor shall they permit any of their
Subsidiaries which are Restricted Affiliates to, assume, endorse, be or become
liable for, or guarantee, the obligations of any Person (other than the
Guarantees, and the Guarantees executed by the Borrowers for the obligations of
the EFA and the Senior Notes), except (i) by the endorsement of negotiable
instruments for deposit or collection in the ordinary course of business, and
(ii) in respect of the Permitted Indebtedness of the Borrowers, the Company and
the Restricted Affiliates. For the purposes hereof, the term “guarantee” shall
include any agreement, whether such agreement is on a contingency or otherwise,
to purchase, repurchase or otherwise acquire Indebtedness of any other Person,
or to purchase, sell or lease, as lessee or lessor, property or services, in
any such case primarily for the purpose of enabling another Person to make
payment of Indebtedness, or to make any payment (whether as an advance, capital
contribution, purchase of any equity interest or otherwise) to assure a minimum
equity, asset base, working capital or other balance sheet or
financial condition, in connection with the Indebtedness of another
Person, or to supply funds to or in any manner invest in another Person in
connection with such Person’s Indebtedness.


Section 9.3 Transfer.



         (a)  Except for Permitted Sale-Leaseback Transactions, and except as
otherwise permitted by Sections 9.5 and 8.19, none of the Credit Parties shall,
nor shall they permit their Restricted Affiliates to, without the prior written
consent of the Required Lenders, sell, lease, transfer, assign or otherwise
dispose of (whether in one transaction or in a series of related transactions)
all or any material part of its assets (except (x) in the ordinary course of
business, and (y) if the value of the asset is less than 10% of the total
assets of the Company on a Consolidated basis (excluding Subsidiaries of the
Company which are not Credit Parties) as listed on the most recent balance
sheet delivered in accordance with subsections 8.2(a) or 8.3(a) hereof, as the
case may be, or the aggregate value of assets disposed of in any calendar year
does not exceed 10% of the total assets of the Company on a Consolidated basis
(excluding Subsidiaries of the Company which are not Credit Parties) as listed
on the most recent balance sheet delivered in accordance with subsections
8.2(a) and 8.3(a) hereof, as the case may be, or such disposition is for the
replacement of obsolete, worn or defective equipment for which such Credit
Party shall have received adequate and fair consideration), whether now owned
or hereafter acquired.


         (b)  Notwithstanding the second parenthetical in subsection 9.3(a) above,
none of the Credit Parties shall, nor shall they permit their Restricted
Affiliates to, without the prior written consent of the Required Lenders, sell,
lease, transfer, assign or otherwise dispose of, or transfer out of the
Relevant Country to which it was originally shipped, any equipment acquired
pursuant to the iDEN Equipment and Service Agreements or any ancillary switches
or products to be used in connection with the Systems.


Section 9.4 Liens.



         None of the Credit Parties shall, nor shall they permit any of their
Restricted Affiliates to, create or suffer to exist any Lien upon or with
respect to any of such Credit Party’s assets,


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whether now owned or hereafter acquired, other than Permitted Liens and the Liens in existence on the Closing
Date as set forth on Schedule 9.4; provided, however, to the extent the
Borrowers or any Restricted Affiliate incur secured Indebtedness of the type
defined in Clause (e) of the definition of Permitted
Indebtedness (“New Liens”)
and NII Cayman requests that the Lenders enter into an amendment to the
Intercreditor Agreement to permit such New Liens to be treated no more
favorably than on parity in all respects with the Indebtedness and Liens under
this Agreement, the Lenders shall enter into such amendment.


Section 9.5 Mergers; Acquisitions.



         None of the Credit Parties shall, nor shall they permit any of their
Subsidiaries which are Restricted Affiliates to, (a) merge or consolidate with
any Person (except that a Restricted Affiliate of the Company which is a
Wholly-Owned Subsidiary may merge into any other
Restricted Affiliate of the Company which is a Wholly-Owned Subsidiary of
the Company; provided, that, if any such merger involves an Operating Affiliate
the surviving entity must be an Operating Affiliate), or (b) except as
permitted by Section 9.9 hereof, acquire all or substantially all of the assets
or any of the capital stock or the partnership interests of any Person.
Notwithstanding anything in this Agreement to the contrary, NII Cayman shall
not merge or consolidate with any Person or dissolve or liquidate or change its
jurisdiction of organization or domicile without the Lenders’ prior written
consent.


Section 9.6 Distributions; Redemptions.



         (a)  None of the Credit Parties shall, nor shall they permit any of their
Restricted Affiliates to, declare or pay any dividends or make any distribution
of any kind on such Credit Party’s outstanding stock, or set aside any sum for
such purposes (all of the foregoing, “Distributions”) except (i) to the extent
that 100% of such Distributions are immediately applied to prepay the
Obligations or (ii) Distributions from a Restricted Affiliate to another
Restricted Affiliate so long as the Restricted Affiliate making such
Distribution is a Wholly Owned Subsidiary of the Restricted Affiliate receiving
such Distribution.


         (b)  None of the Credit Parties shall, nor shall they permit any of their
Restricted Affiliates to, purchase, redeem, retire or otherwise acquire,
directly or indirectly, or make any sinking fund payment with respect to, (i)
any shares of any class of stock of any Credit Party now or hereafter
outstanding or set apart any sum for any such purpose (each of the foregoing
actions being referred to herein as a “Restricted Payment”) or (ii) any of the
Senior Notes, other than (i) redemptions or repurchases with respect to
employee option shares, (ii) redemptions or repurchases with respect to stock
held by those with minority positions, (iii) the repurchase, redemption or
other acquisition of capital stock of the Company (or options, warrants or
other rights to acquire such capital stock) in exchange for, or out of the
proceeds of a substantially concurrent offering of, shares of capital stock of
the Company; (iv) payments or distributions to dissenting stockholders
pursuant to applicable law, pursuant to or in connection with a consolidation,
merger or transfer of assets that complies with the provisions of this
Agreement; (v) the repurchase, redemption or other acquisition for value of
capital stock of the Company to


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the extent necessary to prevent the loss or
secure the renewal or reinstatement of any license or franchise held by the
Company or any of its Subsidiaries from any governmental agency; (vi) payments
or distributions to dissenting stockholders pursuant to applicable law,
pursuant to or in connection with a consolidation, merger or transfer of assets
that complies with the provisions of this Agreement applicable to mergers,
consolidations and transfers of all or substantially all of the property and
assets of the Company; (vii) redemptions pursuant to the exercise by the
holders thereof of the “put” rights identified on Schedule 9.6 hereto, and
(viii) to the extent there are payments or distributions pursuant to Section
4.2 of the Intercreditor Agreement in respect of the Senior Notes;
provided,
that, the redemptions, repurchases and payments described in the foregoing
clauses (i) through (vi) shall not exceed $5,000,000 in the aggregate;
provided, further, that the payments in respect of clause (i) shall be excluded
from the $5,000,000 limitation in the preceding proviso to the extent of the
sum of (A) the net cash proceeds received by the Company in respect of the
exercise of the options pursuant to which such shares were issued and (B) the
net cash proceeds of Capital Stock (other than Redeemable Stock) issued
by the Company and the net cash proceeds of any capital contributed to the
Company which, in each case, are being or have been used to redeem or
repurchase such shares.


Section 9.7 Stock Issuance.



         None of the Credit Parties shall, nor shall they permit any of their
Subsidiaries to, issue any additional shares or any right or option to acquire
any shares, or any security convertible into any shares, of the capital stock
or equity interests of such Person unless either (i) (a) such options and such
shares or equity interests, upon issuance, become pledged or charged to the
Collateral Agent and subject to the other agreements referred to herein to
which the existing shares or equity interests of such Person are subject prior
to such issuance and (b) the acquiror of such options, security, shares or
equity interests shall be deemed by the Required Lenders to be creditworthy and
shall agree to be a Restricted Affiliate hereunder on terms and conditions
acceptable to the Required Lenders, and provided that, in any event, after (or
as a result of) any such issuance there shall not have occurred any Event of
Default of the type referred to in subsections 11.1 (t), (u) and (v) hereof or
(ii) the Company applies the net proceeds from such issuance to the prepayment
of the Obligations.


Section 9.8 Amendment of Documents and Organization.



         (a)  None of the Credit Parties shall, nor shall they permit any of their
Restricted Affiliates to, (i) amend, waive or modify, or agree to any
amendment, waiver, supplement or modification of, or fail to perform its
Obligations under any System Document to which it is a party or any other
agreement, contract or instrument, the result of which could reasonably be
expected to have a Material Adverse Effect, (ii) cancel or terminate, or agree
to any cancellation, termination or assignment of, any material System Document
the cancellation, termination or assignment of which could reasonably be
expected to have a Material Adverse Effect, or grant consents with respect to
any material obligation thereunder, (iii) exercise any options or remedies or
make any elections under any such System Document which exercise or election
could reasonably be expected to have a Material Adverse Effect, or (iv) fail to
exercise promptly and diligently each and every material right which it may
have under a System Document (other than



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any right of termination) the result
of which could reasonably be expected to have a Material Adverse Effect.


         (b)  None of the Credit Parties shall, nor shall they permit the Restricted
Affiliates to, amend, supplement, or otherwise modify or waive compliance with
any of the provisions of their respective articles of incorporation or by-laws
or shareholders agreement (or any other constitutive documents) except for
amendments, supplements, modifications or waivers that could not reasonably be
expected to have a Material Adverse Effect or could not otherwise materially
and adversely affect the Company’s or any such other Credit Party’s ability to
perform its obligations under the Credit Documents.


         (c)  If the Company amends, waives, modifies or supplements any
Intercompany Loan Agreement in any manner adverse to the Lenders, such
amendment, waiver, modification or supplement will not be effective as to this
Agreement unless the Required Lenders consent to such amendment, waiver,
modification or supplement.


Section 9.9 Investments; Loans; Advances.



         None of the Credit Parties shall, nor shall they permit any of their
Subsidiaries which are Restricted Affiliates to, make any Investment, loan or
advance to any Person except as follows:


         (a)  loans or advances to the extent permitted by Section 9.11 hereof
(provided this exception will not permit loans, advances or Investments in, to
or for the benefit of the Supplemental Credit Parties);



		
	 	(b)  Permitted Investments;
	 
	 	(c)  Investments permitted by Section 9.5 (provided this exception will
not permit loans, advances or Investments in, to or for the benefit of
the Supplemental Credit Parties);
	 
	 	(d)  loans or advances by the Company to the Operating Affiliates to the
extent evidenced by debt instruments in which the Collateral Agent has a
perfected, first priority security interest;
	 
	 	(e)  Investments in Hedge Agreements not entered for a speculative
purpose;
	 
	 	(f)  any endorsement of a check or other medium of payment for deposit or
collection, or any similar transaction in the ordinary course of
business;



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	 	(g)     receivables acquired and owing in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms;
	 
	 	(h)     Investments acquired by a Person (i) in exchange for any other
Investment held by such Person in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of
such other Investment or (ii) as a result of a foreclosure by such Person
with respect to any secured Investment or other transfer of title with
respect to any secured Investment in default;
	 
	 	(i)     payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as
expenses in accordance with GAAP, including loans and advances to
employees for business related travel expenses, moving
expenses, costs of replacement homes and other similar expenses, in each
case incurred in the ordinary course of business;
	 
	 	(j)     additional Investments in the capital of any Restricted Affiliate
(other than Nextel Argentina Parent or any of its Subsidiaries), so long
as both (i) all of the Capital Stock of the Restricted Affiliate owned by
the Company or a Restricted Affiliate has been pledged or charged to the
Collateral Agent pursuant to a Share Pledge Agreement or another pledge
or charge agreement substantially similar thereto and is not subject to
any other Lien, except for Permitted Liens and (ii) such Restricted
Affiliate has complied with the guarantee, pledge or charge and security
requirements under Sections 5 and 6;
	 
	 	(k)     to the extent not permitted by the foregoing clauses, equity
investments existing on the Closing Date in any Subsidiaries (and any
increases thereof attributable to increases in retained earnings);
	 
	 	(l)     loans and advances by the Company to any Restricted Affiliate (other
than Nextel Argentina Parent or any of its Subsidiaries) evidenced by a
note made payable to the Company and concurrently pledged or charged by
the Company as Collateral to secure the Obligations so long as such
Restricted Affiliate has complied with the guarantee, pledge or charge
and security requirements under Sections 5 and 6;
	 
	 	(m)     Investments by the Company or a Restricted Affiliate of the Company
in a Person (other than Nextel Argentina Parent or any of its
Subsidiaries) which will, upon the making of such Investment, become a
Wholly-Owned Subsidiary and a Restricted Affiliate of the Company or be
merged or consolidated with or into or transfer or convey all or
substantially all its assets to, the Company or a Wholly-Owned Subsidiary
of the Company which is a Restricted Affiliate of the Company; provided
that (i) such Person’s primary business is related, ancillary or
complementary to the businesses of the Company and its Restricted
Affiliates on the date of such Investment, (ii) such Restricted Affiliate



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	 	has complied with the guarantee, pledge or charge and security
requirements under Sections 5 and 6 and (iii) all of the Capital Stock of
such Person owned by the Company or a Restricted Affiliate shall (A) be
pledged or charged to the Collateral Agent pursuant to a Share Pledge
Agreement or another pledge or charge agreement substantially similar
thereto and (B) not be subject to any other Lien, except for Permitted
Liens;
	 
	 	(n)     Investments acquired as a capital contribution to the Company or in
exchange for capital stock (other than Redeemable Stock) of the Company;
	 
	 	(o)     Investments consisting of guarantees of “Permitted Sale Leaseback
Obligations” of Nextel Brazil or its Subsidiaries in accordance with the
provisions of the EFA (as such term is defined in the EFA as in effect on
the Closing Date);
	 
	 	(p)     additional Investments in Nextel Brazil in an amount not to exceed
the Permitted Amount, which are applied by Nextel Brazil to repay amounts
outstanding under the EFA; and
	 
	 	(q)     additional Investments, loans and advances not to exceed $10,000,000
in the aggregate.



Notwithstanding anything contained in this Section 9.9 to the contrary, the
Company may make, with the consent of the Required Lenders, which consent shall
not be unreasonably withheld or delayed, equity Investments in Persons engaged
in businesses in which the Company is permitted to engage under Section 9.11;
provided that (A) all such Persons shall be deemed to be “Restricted
Affiliates” for all purposes of this Agreement and the other Credit Documents,
(B) the Capital Stock of such Persons shall be subject to a Share Pledge
Agreement or another pledge or charge agreement substantially similar thereto
and shall not be subject to any other Lien, except for Permitted Liens, and (C)
the Company shall have and maintain while such Investment exists, directly or
indirectly, the requisite and assignable (for the benefit of the Lenders)
control over such Person to prevent it from incurring Indebtedness, or taking
any other action at any time, which is in contravention of any of the
provisions of this Agreement which are applicable to Restricted Affiliates.


Section 9.10 Transactions with Affiliates.



         None of the Credit Parties shall, nor shall they permit the Restricted
Affiliates to, except as expressly permitted by the Credit Documents, transfer,
sell, assign or otherwise dispose of, directly or indirectly, any Collateral or
other assets to any Affiliate other than an Credit Party or a Restricted
Affiliate (any such Affiliate other than an Credit Party or a Restricted
Affiliate, an “Arm’s-Length Affiliate”), or enter into any transaction directly
or indirectly with or for the benefit of any Arm’s-Length Affiliate; provided,
that the Credit Parties may enter into transactions with an Arm’s-Length
Affiliate so long as the monetary or business consideration arising therefrom
would be as advantageous to the Credit Parties as the monetary or business
consideration which the Credit Parties would obtain in a comparable arm’s
length transaction with a Person not an Affiliate.


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Section 9.11 Changes in Business.



         (a)  None of the Credit Parties shall, nor shall they permit the Restricted
Affiliates to, enter into or engage in any business other than the ownership
and operation of the Systems; provided that, such Persons may (x) continue to
engage in a Telecommunications Business in which it is engaged on the Closing
Date and (y) enter into or engage in a Telecommunications Business (including,
without limitation, by way of purchase of assets or stock, by merger or
consolidation) other than ownership and operation of the Systems if, with
respect to a new Telecommunications Business, the entering into thereof could
not reasonably be expected to have a Material Adverse Effect.


         (b)  None of the Credit Parties shall, nor shall they permit the Restricted
Affiliates to, (i) make any material change in its business or the Systems in
the Major Market Areas, or (ii) wind-up or liquidate or dissolve itself (or
suffer any liquidation or dissolution) or discontinue its business.


Section 9.12 Prepayments.



         None of the Credit Parties shall make any voluntary or optional prepayment
of any Indebtedness for borrowed money incurred or permitted to exist under the
terms of this Agreement, other than the Indebtedness under this Agreement,
under the EFA and in respect of Permitted Handset Financing and except for
prepayments on intercompany indebtedness which are applied as provided in
Section 2.5.


Section 9.13 ERISA Obligations.



         No Credit Party shall do, agree to do, or permit to be done, any of the
following with respect to any Plan:


         (a)  be or become obligated to the PBGC in excess of $1,000,000 other than
with respect to timely paid annual premium payments; and


         (b)  be or become obligated to the IRS or the Secretary of Labor in excess
of $1,000,000 with respect to excise taxes or other penalties provided for in
Sections 4971 through 4980B of the Code or Section 502 of ERISA.


Section 9.14 Sale and Leaseback Transactions.



         None of the Credit Parties shall, nor shall they permit any of their
Restricted Affiliates to, directly or indirectly, enter into any sale and
leaseback transaction or any other arrangement with any Person providing for
any such Credit Party or other Restricted Affiliate to lease or rent property
that any such Credit Party or other Restricted Affiliate has sold or will sell
or otherwise transfer to such Person, except: (i) pursuant to Permitted
Sale-Leaseback Transactions; or (ii) as permitted to be incurred as
Indebtedness under Section 9.1. At least five (5) Business Days prior


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to entering into any particular Permitted Sale-Leaseback Transaction or incurring
any Financing Method Obligations, the Credit Parties will: (i) provide the
Administrative Agent with copies of drafts of the material agreements,
instruments, and documents pursuant to which such Permitted Sale-Leaseback
Transaction or Financing Method Obligations, as the case may be, will be
consummated or incurred, as the case may be; and (ii) advise the Administrative
Agent of the Credit Parties’ then current intentions, if any, regarding the
manner in which they plan to utilize the proceeds received in such Permitted
Sale-Leaseback Transaction (with it being agreed that the Credit Parties
reserve the right to change and/or modify the manner in which they plan to
utilize such proceeds at any time for any reason).


Section 9.15 New Subsidiaries.



         None of the Credit Parties shall, nor shall they permit the Restricted
Affiliates to, directly or indirectly, organize, create, acquire or permit to
exist any Subsidiary other than those Subsidiaries in existence on the Closing
Date and listed on Schedule 7.1(a) hereof and those Subsidiaries permitted by
Section 9.9 and 9.11 hereof.


SECTION 10 CONDITIONS PRECEDENT; CLOSING DELIVERIES



Section 10.1 Conditions to Initial Advance.



         The obligations of each Lender to make its initial Advance hereunder shall
be subject to the fulfillment of the following conditions precedent to the
satisfaction of the Administrative Agent, the Collateral Agent and the Lenders
on or prior to the Effective Date:



	 	1.	 	The Senior Notes Indenture shall have been duly executed by
all the parties thereto;
	 
	 	2.	 	Motorola Credit Corporation shall have received a cash
payment equal to (i) all principal and interest due on the SLA
through the Effective Date, (ii) all accrued but unpaid interest on
the First Amended EFA up to May 24, 2002, and (iii) all accrued but
unpaid interest on the MEFA through the Effective Date;
	 
	 	3.	 	NII Cayman shall have received the $140,000,000 in proceeds
from the Rights Offering;
	 
	 	4.	 	The Intercreditor Agreement shall have been duly executed by
all the parties and all of the necessary Credit Documents shall have
been delivered and executed by the Collateral Agent; and
	 
	 	5.	 	Motorola Credit Corporation shall receive contemporaneously
with the making of the Tranche B Advance, payment in full of the
principal outstanding under the MEFA.



Section 10.2 Closing Date Deliveries. On or before the Closing Date, the
following actions shall have been taken (and, to the extent taken before the
Closing Date, shall remain effective):


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         (a) 
Borrowers’ Documents. The Borrowers:



		
	 	         (i)  The Borrowers shall have executed and delivered to the
Collateral Agent this Agreement, their respective Guaranty agreement, the
agreements attributable to each Borrower as indicated on Schedule 6.1
and, to the extent requested by one or more of the Lenders, the Financing
Note(s).
	 
	 	         (ii)  The Borrowers shall have delivered acknowledgment copies of
UCC-1 Financing Statements (or such other equivalent documents for
non-United States jurisdictions) necessary to perfect a first priority security
interest in the Collateral and evidence thereof;
	 
	 	         (iii)  delivered
to the Agents: (1) copies of, or certificates of the
issuing companies with respect to, policies of insurance owned by the
Borrowers and the Company complying with the provisions of Section 8.7
hereof, together with endorsements thereto naming the Collateral Agent
(where applicable), in its capacity as such and including the Lender
Parties, as additional insured as their interests may appear; (2)
evidence of the Borrowers’ and the Company’s liability insurance
policies, and (3) evidence that such insurance is in full force and
effect; and
	 
	 	         (iv)  executed and delivered to the Collateral Agent the Share Pledge
Agreements together with (1) the certificates evidencing the capital
stock pledged or charged by it accompanied by stock powers endorsed in
blank and irrevocable proxies relating thereto and (2) all pledged or
charged instruments, duly executed and accompanied by note powers
endorsed in blank and irrevocable proxies relating thereto, and shall
have duly complied with all of the terms and conditions thereof;
	 
	 	         (v)  made all registrations under the law of the United States, the
Relevant Countries, and the Cayman Islands, including, without
limitation, those necessary to perfect a first priority security interest
in the Collateral and evidence thereof;
	 
	 	         (vi)  paid documentary taxes and registration fees which may be
payable on the Security Documents attributed to the Borrowers; and
	 
	 	         (vii)  otherwise duly complied with all of the terms and conditions
of the Security Documents to be executed by it.



         (b)  Schedule 6.1 Persons. The Persons listed on Schedule 6.1 shall have:



		
	 	         (i)  executed and delivered to the Collateral Agent this Agreement,
its respective Guarantee and the other agreements attributable to such
Person as listed on Schedule 6.1;



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	 	         (ii)  delivered acknowledgment copies of UCC-1 Financing Statements
(or such other equivalent documents for non-United States jurisdictions)
necessary to perfect a first priority security interest in the Collateral
and evidence thereof;
	 
	 	         (iii)  made all registrations under the law of the Relevant Countries
including, without limitation, those necessary to perfect a first
priority security interest in so much of the Collateral as is attributed
to it;
	 
	 	         (iv)  paid documentary taxes and registration fees which may be
payable on the Security Documents attributed to it;
	 
	 	         (v)  executed and delivered to the Collateral Agent the Share Pledge
Agreements as shown on Schedule 6.1 together with (1) the certificates
evidencing the capital stock pledged or charged by it accompanied by
stock powers endorsed in blank and irrevocable proxies relating thereto
and (2) and all other pledged or charged instruments, duly executed and
accompanied by note powers endorsed in blank and irrevocable proxies
relating thereto, and shall have duly complied with all of the terms and
conditions thereof;
	 
	 	         (vi)  delivered to the Collateral Agent: (A) copies of, or
certificates of the issuing companies with respect to, policies of
insurance owned by it complying with the provisions of Section 8.7
hereof, together with endorsements thereto that naming the Collateral
Agent (where applicable), in its capacity as such and including the
Lender Parties, as additional insured as its interests may appear; and
(B) evidence that such insurance is in full force and effect, and (C)
certificates and summaries of the Company’s liability insurance policies;
and
	 
	 	         (vii)  otherwise duly complied with all of the terms and conditions
of the Security Documents to be executed by it.



         (c)   The Collateral Agent shall have received the following documents
(unless with respect to clauses (i) and (ii), the Administrative Agent shall
have waived such deliveries in writing):



		
	 	         (i)  with respect to each Credit Party, copies, certified by an
Authorized Officer of such Credit Party, of the Articles of Incorporation
(including, without limitation, amendments thereto) and Bylaws of such
Person (or other organizational documents), each as amended to date,
along, with evidence with respect to such Person establishing the
existence and good standing (where applicable) of such Person;
	 
	 	         (ii)  certificates of an Authorized Officer of each Credit Party
certifying (i) the resolutions of the Board of Directors or other
governing body of such Person or other action of such Person authorizing
the execution, delivery and performance of the Credit Documents to which
it is a party and, with respect to the Company, the iDEN Equipment



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	 	and Service Agreements and the other
System Documents, and (ii)  the
authority, name, title and specimen signature of each individual
authorized to execute any of the Credit Documents to which it is a party
and, with respect to the Company, the iDEN Equipment and Service
Agreements, and any other documents in relation thereto on behalf of such
Person and to bind such Person thereby;
	 
	 	         (iii)  a copy of the Company’s and each Operating Affiliate’s most
recent audited and of the Company’s most recent unaudited financial
statements in conformity with Sections 8.2 and 8.3 hereof, and
	 
	 	         (iv)  the opinion of local counsel to each Credit Party and the
opinion of special United States counsel to the Company and each other
Credit Party, each dated the Initial Funding Date and addressed to the
Agents and the Lenders (and to be relied upon by their respective
assignees), in the form attached hereto as Exhibits G-1 and G-2,
respectively.



         (e)  The Administrative Agent shall have received the initial Approved
Business Plan.


         (f)  All fees payable in connection with the transactions contemplated by
this Agreement shall have been paid.


         (g)  The Credit Parties shall have otherwise complied with the collateral
security requirements in Section 6 of this Agreement.


         (h)  The Lender Party having received from the Borrowers, the Company, each
Restricted Affiliate and each Supplemental Credit Party a list of all the
assets of such Person and a certificate from an Authorized Officer of such
Person certifying to the accuracy and completeness of such list.


         (i)  The Company shall have executed and delivered an assumption and
reaffirmation agreement covering all of its guaranties in respect of the
Permitted Handset Obligations.


Section 10.3 Conditions to All Advances.



         The obligation of the Lenders to make any Advance to the Borrowers (or the
Company on behalf of the Borrowers) upon the occasion of each financing
hereunder (including, without limitation, the initial Advance, except with
respect to clause (d) below) is subject to the further conditions precedent
that:


         (a)  The Administrative Agent shall have received a Request for Financing
pursuant to Section 2.2 hereof.


         (b)  On and as of the date of such Advance, (i) no Default, Event of
Default or default under any Credit Document or any System Document shall have
occurred and be continuing, (ii) the representations and warranties made by the
Borrowers, the Company and each other Credit Party in the Credit Documents are
true and correct in all material respects (other than those


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representations and warranties that are expressly made only as of an earlier date), and (iii) the
Administrative Agent shall have received a certificate of a duly Authorized
Officer of the Borrowers (or the Company on behalf of the Borrowers) certifying
as to the foregoing matters.


         (c)  None of the following events shall have occurred: (i) any Relevant
Country or any Governmental Authority in any Relevant Country shall have
declared a moratorium on the payment of indebtedness by such Relevant Country
or any Governmental Authority in such
Relevant Country or corporations therein; (ii) any Relevant Country shall
have ceased to be a member in good standing of the International Monetary Fund
or shall have ceased to be eligible to utilize the resources of the
International Monetary Fund under the Articles of Agreement thereof, or (iii)
the international monetary reserves of any Relevant Country shall have become
subject to any lien.


         (d)  In the case of each Tranche A Advance, the Company shall have provided
evidence reasonably satisfactory to the Administrative Agent that (i) the
Company’s Free Cash has been less than $100,000,000 for 7 consecutive days, and
(ii) the Closing Deliveries required under Section 10.2 shall have been fully
satisfied (notwithstanding any extension of the time of delivery therefore).


SECTION 11 EVENTS OF DEFAULT



Section 11.1 Events of Default.



         Each of the following events shall constitute an Event of Default
hereunder:


         (a)  The Borrowers shall have defaulted in the payment of principal of any
Advance payable under any of Credit Documents when and as the same shall become
due and payable.


         (b)  The Borrowers shall have defaulted in the payment of any interest on
any Advance or any other amount (other than an amount referred to in clause (a)
of this Section 11.1) payable under this Agreement, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of five (5) or more days.


         (c)  Any representation or warranty made by the Borrowers, the Company, any
other Credit Party or Supplemental Credit Party herein or in any other Credit
Document relating solely to the obligations or otherwise in connection herewith
or therewith shall prove to have been incorrect or misleading in any material
respect as of time it was made or deemed to have been made or any certificate
furnished pursuant to any of the Credit Documents proves to have been false or
misleading in any material respect as of its date (including without limitation
the representations and warranties in Section 7 hereof each of which shall be
made or deemed to be made on each of the date hereof and the Effective Date).


         (d)  The Borrowers, the Company or any Restricted Affiliate shall, without
the prior written consent of the Required Lenders, have used the proceeds of
any Advance for a purpose other than that specified in Section 2.9 hereof.


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         (e)  Any Credit Party shall fail to observe or perform any covenant,
condition or agreement covered (whether directly or by cross-reference) in
Sections 7.6, 8.1, 8.6, 8.8, 8.11, 8.14, 8.15, 8.16 or 8.17 or Section 9 of
this Agreement. There shall be a ten (10) day cure period with respect to a
failure to observe or perform the covenant contained in Section 8.16 and such
default shall not become an Event of Default until the expiration of ten days
following written notice to the Borrowers by the Lenders. There shall be a
thirty (30) day cure period to remedy any
asserted default under Section 8.17 and it shall not be a breach of such
covenant so long as any asserted default under the Trademark Agreement does not
constitute a Material Adverse Effect as determined in the sole discretion of
the Lenders. There shall be no cure period for a failure of any covenant
(other than Sections 8.16 and 8.17) listed above.


         (f)  The Borrowers, the Company or any other Credit Party shall have failed
to perform or comply with any other term, obligation or covenant contained in
any of the Credit Documents to which it is a party or which is attributed to it
(other than those specified above) and such failure shall have continued
unremedied for thirty (30) days after written notice thereof has been given by
the Collateral Agent; provided, however, that to the extent such failure to
perform or comply is pursuant to Sections 8.1(a) or 8.1(b), the right to
declare the Event of Default is subject to Section 11.1(j) below.


         (g)  Any Governmental Approval necessary to enable the Company or any other
Credit Party to comply with its obligations under the Operative Documents shall
have been revoked, suspended, withdrawn, withheld, terminated, modified or
restricted and such revocation, termination, withdrawal, suspension,
modification, withholding or cessation could reasonably be expected to have a
Material Adverse Effect, or any proceeding which could reasonably be expected
to have a Material Adverse Effect shall have been commenced by or before any
Governmental Authority for the purpose of so revoking, terminating withdrawing,
suspending, modifying or withholding any such Governmental Approval such
proceeding shall not have been contested within ten (10) Business days by
proper proceedings and dismissed or stayed within thirty (30) days, or notice
shall have been given by such Governmental Authority for such purpose and shall
have remained uncontested for ten (10) Business Days.


         (h)  Any License granted in favor of an Credit Party, or any license or
concession part thereof which, in the reasonable opinion of the Required
Lenders, shall have been terminated, revoked, suspended, withdrawn, withheld,
or adversely modified or restricted which termination, revocation, suspension
or such other action would reasonably be expected to have a Material Adverse
Effect or a proceeding shall have been initiated by or before, or any action
shall have been taken by a court of competent jurisdiction, or other
Governmental Authority which in the reasonable opinion of the Required Lenders,
is likely to result in the cancellation, non-renewal or adverse modification of
any one or more Licenses, radio channels authorized under the Licenses or
Governmental Approvals held by any Credit Party which cancellation, non-renewal
or adverse modification could reasonably be expected to have a Material Adverse
Effect.


         (i)  It shall have become unlawful for the Borrowers, the Company or any
Restricted Affiliate to perform any payment obligation under the Credit
Documents.


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         (j)  Any Credit Party shall have failed to pay money due under any other
agreement or document evidencing, securing, guarantying or otherwise relating
to Indebtedness of such Credit Party outstanding (other than the Indebtedness
under the EFA) in the aggregate principal amount equal to or greater than
$5,000,000, or there shall have occurred any other event of default or breach
on the part of such Credit Party under any such agreement or document, the
effect of
which is to accelerate or to permit the acceleration of the maturity of
such Indebtedness; provided, however, that to the extent an event of default
under the New Senior Notes is predicated upon an Event of Default under the EFA
or MEFA, such event of default shall not constitute and Event of Default
hereunder unless the New Senior Notes are accelerated. Except as provided in
(x) below, this provision shall not apply to the Indebtedness or an event of
default under the EFA.


         (k)  The issuance of any final arbitration award, judgment or decree which
is not subject to appeal, or any award, judgment or decree shall not have been
appealed within thirty (30) days from the date thereof, or a fine or penalty
aggregating for all such cases in excess of (i) with respect to the Company,
$5,000,000, or its equivalent in any currency, and (ii) with respect to the
Credit Parties other than the Company taken as a whole, $5,000,000, or its
equivalent in any currency, shall have been entered against any Credit Party
and not paid and discharged, dismissed or stayed within 30 days.


         (l)  Any Credit Party shall have made an assignment for the benefit of the
creditors, filed a petition in bankruptcy, been adjudicated insolvent,
petitioned or applied to any tribunal for the appointment of a receiver,
custodian, or any trustee for it or a substantial part of its assets, or shall
have commenced any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect, or such Credit Party
shall have taken any corporate action to authorize any of the foregoing
actions; or there shall have been filed any such petition or application, or
any such proceeding shall have been commenced against it, that remains
undismissed for a period of sixty (60) days or more; or any order for relief
shall have been entered in any such proceeding or any such Credit Party, by any
act or omission, shall have indicated its consent to, approval of or
acquiescence in any such petition, application or proceeding; or the
appointment of a custodian, receiver or any trustee for it or any substantial
part of any of its properties, or shall have suffered any custodianship,
receivership or trusteeship to continue undischarged for a period of sixty (60)
days or more.


         (m)  Any Credit Party shall become unable, admit in writing or fail
generally to pay its debts as they become due.


         (n)  Any Credit Party shall have concealed, removed or permitted to be
concealed or removed, any part of its property, with intent to hinder, delay or
defraud its creditors or any of them or made or suffered a transfer of any of
its property that may be fraudulent under any bankruptcy, fraudulent conveyance
or similar law; or shall have made any transfer of its property to or for the
benefit of a creditor at a time when other creditors similarly situated have
not been paid, or shall have suffered or permitted, while insolvent, any
creditor to obtain a Lien upon any


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of its property through legal proceedings or
distraint that is not vacated within sixty (60) days from the date thereof.


         (o)  Any Governmental Authority shall have taken any action to condemn,
seize, requisition, nationalize or otherwise appropriate any portion of the
properties or assets of any
Credit Party (without payment of adequate compensation), or shall have
taken any action to dispute the management of such Credit Party or to curtail
such Credit Party’s authority to conduct its business, which prevents any
Credit Party from fulfilling its obligations under any of the Credit Documents.


         (p)  The Collateral Agent shall fail at any time to have a valid and
perfected Lien on, subject to no prior or equal Liens other than Permitted
Liens, on any portion of the Collateral securing the obligations secured
thereby (including the Obligations and the obligations under the EFA and the
obligations under the Senior Notes) other than pursuant to a failure by the
Collateral Agent.


         (q)  The termination of any Plan or the institution by the PBGC of
proceedings for the involuntary termination of any Plan, that, in either case,
could reasonably be expected to result in a liability on the part of the
Company or any Restricted Affiliate to the PBGC in excess of $5,000,000.


         (r)  The occurrence of any event or condition that results or could
reasonably be expected to result in a material “accumulated funding deficiency”
under Section 412 of the Code with respect to any Plan.


         (s)  The failure by any Credit Party to make required contributions, in
accordance with the applicable provisions of ERISA, to each of the Plans
maintained or hereafter established or assumed by it where such failure could
reasonably be expected to have a Material Adverse Effect.


         (t)  The Company shall have ceased to own, free of any liens (other than
Liens arising under the Credit Documents), and maintain, directly or
indirectly, the percentages of the outstanding capital stock of the Operating
Affiliates specified in Schedule 11.1(t) hereto.


         (u)  The Company shall have ceased to have and to exercise actual control
of the day to day operations of any of Nextel Mexico, Nextel Peru, Nextel
Argentina or Nextel Brazil.


         (v)  This Master Equipment Financing Agreement, the Financing Note,
Guarantees, the Security Documents, or any other Credit Document shall, at any
time after their respective execution and delivery, and for any reason, shall
be declared null and void, or be revoked or terminated, or the validity or
enforceability thereof or hereof shall be contested by any Credit Party or any
Credit Party shall deny that it has any or further liability thereunder or
hereunder as the case may be.


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         (w)  The occurrence of any Change of Control.


         (x)  The failure of the Company to honor its Obligations to Motorola Credit
Corporation (“MCC”) on that certain guaranty of the EFA after MCC makes demand
upon the Company (no other defaults under the EFA will constitute a default
under this Agreement).


         (y)  The failure of any of the Closing Date deliveries to be made on the
Closing Date as required by Section 10.2 (unless such delivery requirement
shall have been expressly waived in writing by the Administrative Agent).


         (z)  The occurrence of an event of default in Clause (ii) of the definition
of “Event of Default” contained in the Intercreditor Agreement.


Section 11.2 Remedies.



         (a)  Except as described in the immediately succeeding sentence, if an
Event of Default described in subsections 11.1(1), (m), (n), (o) and (p) hereof
with respect to the Borrowers, the Company or any other Credit Party shall have
occurred, then (i) the Commitments shall automatically be terminated and the
obligation of the Lenders shall forthwith terminate, and (ii) the entire unpaid
principal amount of the Advances hereunder shall automatically and immediately
become due and payable together with all interest accrued and unpaid thereon
and all other amounts payable hereunder to be forthwith due and payable without
presentment, demand, test or further notice of any kind, all of which are
hereby expressly waived by the Borrowers. If any other Event of Default shall
have occurred, then at any time thereafter, if any such event shall then be
continuing, the Required Lenders or the Administrative Agent may, to the extent
permitted under the Intercreditor Agreement, or otherwise the Collateral Agent
pursuant to the terms of the Intercreditor Agreement, by written notice to the
Borrowers, (i) declare the Commitments to be terminated whereupon the
obligation of the Lenders to make or maintain the Advances hereunder shall
forthwith terminate, and (ii) declare the entire unpaid principal amount of the
Advances, all interest accrued and unpaid thereon and all other amounts payable
hereunder to be forthwith due and payable without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by the
Borrowers. Upon the occurrence of any Event of Default, the Lender Parties
shall have, in addition to any other rights and remedies contained in this
Agreement, the Intercreditor Agreement and the other Credit Documents, all of
the rights and remedies of a secured party under the laws of the United States
and the laws of the Relevant Countries or other applicable laws, all of which
rights and remedies shall be cumulative and non-exclusive, to the extent
permitted by law.


         (b)  In addition to such remedies as are provided for in this Agreement,
the Intercreditor Agreement and the other Credit Documents, the Lender Parties’
remedies upon the occurrence and during the continuance of an Event of Default
shall, if the Borrowers fail to repay Advances pursuant to paragraph (a) above,
include (i) a right to apply or require the Borrowers to apply for any
necessary orders or licenses in connection with the operation or abandonment of
any relevant System, the related Telecommunications Business or any part
thereof; and (ii) to the extent permitted by law, a right to have a receiver
appointed by a court of competent jurisdiction


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in order to manage, protect and
preserve any relevant System, the related Telecommunications Business and all
other equipment, property and other collateral and to continue the operation of
the business of the Borrowers and the Company, and to collect the revenues and
profits thereof and apply the same to the payment of all expenses and other
charges of such receivership until
the sale or other final disposition of the Collateral, including, without
limitation, the Systems, the Telecommunications Businesses and such equipment,
property and assets.


         (c)  The Borrowers and the Company agree, in case an Event of Default shall
be existing and upon the Lender Party’s request, to pay all of such Lender
Party’s costs of collection of all amounts due, and enforcement of all rights
hereunder, including, without limitation, reasonable attorney’s fees and legal
expenses.


         (d)  The Collateral Agent may pursuant to the terms of the Intercreditor
Agreement, upon the occurrence and during, the continuance of an Event of
Default, without demand and without advertisement or notice, all of which the
Credit Parties waive at any time or times, sell and deliver, any or all
Collateral held by or for it at public or private sale, for cash, upon credit,
or otherwise, at such prices and upon such terms as the Collateral Agent deems
advisable, in its sole discretion and/or collect or enforce the collection of,
the Collateral pursuant to the terms of the Intercreditor Agreement; provided,
however that method, manner, time, place and terms of any sale must be
commercially reasonable and the Collateral Agent shall make a reasonable
attempt to receive fair market value for any Collateral subject to such sale.
In addition to all other sums due to the Collateral Agent, the Company shall
pay the Collateral Agent all reasonable costs and expenses incurred by the
Collateral Agent including, without limitation, attorney’s fees and court
costs, to obtain, liquidate and/or enforce payment of Collateral obligations or
in the prosecution or defense of any action or proceeding against the
Collateral Agent in connection with any matter arising out of or connected with
the Credit Documents or the Collateral.


         (e)  In connection with the enforcement by the Lender Parties of any
remedies available to them as a result of any Event of Default, the Credit
Parties shall join and cooperate fully with the Collateral Agent to the extent
allowed under the Intercreditor Agreement and with any receiver referred to
above and with the successful bidder or bidders at any foreclosure sale when
any of these entities files an application (including, without limitation, the
furnishing of any additional information that may be required in connection
with such application), with any necessary Governmental Authorities, requesting
their prior approval of (i) the operation or abandonment of all or any portion
of the Systems (or any one of them) or the Telecommunications Businesses and
(ii) the assignment or transfer to such entity of all licenses, authorizations
and permits issued to the Company or any other Credit Party by such
Governmental Authorities with respect to the Systems, the Telecommunications
Businesses and the operation thereof.


         (f)  In connection with the foregoing remedies, the Credit Parties shall
take such further actions and execute all such instruments as the Collateral
Agent or the Required Lenders deem necessary. The Company agrees, for itself
and on behalf of the other Credit Parties, that


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the Collateral Agent or the Required Lenders may enforce any obligations of the Credit Parties as set forth
in this Agreement, the Intercreditor Agreement and the other Credit Documents
by an action for specific performance.


         (g)  The Lender Parties may (but shall not be obligated to) make advances
to preserve, protect or obtain any of the Collateral (including all of the fees
and expenses of the Collateral Agent) and all such advances shall become part
of the obligations owing to the Lender Parties hereunder and shall be repayable
to the Lender Parties with interest thereon from the date of such advance until
paid at the rate per annum of 2% above the Post-Default Rate.


         (h)  All moneys received by the Collateral Agent pursuant to any right
given or action taken under Section 11 of this Agreement shall be applied in
accordance with the Intercreditor Agreement.


         (i)  In addition to their rights with respect to the Collateral hereunder,
upon the occurrence of an Event of Default, the Collateral Agent may seek
payment of the outstanding obligations from the Restricted Affiliates. The
Collateral Agent shall not, however, proceed to liquidate the Collateral
hereunder and under the Guarantees in excess of the amount which the Required
Lenders reasonably determines will be necessary to satisfy the outstanding
obligations which have become due and payable, provided, that the Collateral
Agent may continue so to liquidate until all outstanding obligations which have
become due and payable have been satisfied in full.


         (j)  The Agents, in accordance with the Intercreditor Agreement, may
exercise any and all of their remedies under the Security Documents and the
Guarantees contemporaneously or separately from the exercise of any other
remedies hereunder or with respect to any Collateral.


Section 11.3 Cumulative Rights.



         No failure or delay on the part of any Lender Party or the Collateral
Agent in exercising any right, power or remedy accruing to it upon any breach
or default of the Borrowers under any of the Credit Documents shall impair any
such right, power or remedy nor shall it be construed as a waiver of any such
breach or default thereafter occurring, nor shall a waiver of any single breach
or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring, nor shall any single or partial exercise of any such
right or power preclude any other or further exercise thereof or the exercise
of any other right or power hereunder. To the fullest extent permitted by law,
all remedies, either under the Credit Documents or by law otherwise afforded
the Lender Parties shall be cumulative and not alternative.


Section 11.4 Waiver of Demand; Setoff.



         DEMAND, PRESENTMENT, PROTEST AND NOTICE OF DEMAND, PRESENTMENT, PROTEST
AND NONPAYMENT ARE HEREBY WAIVED TO THE EXTENT PERMITTED BY LAW BY THE CREDIT
PARTIES. THE CREDIT PARTIES


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ALSO WAIVE THE BENEFIT OF ALL RIGHTS OF SETOFF AND
ALL VALUATION, APPRAISAL AND EXEMPTION LAWS TO THE EXTENT PERMITTED BY LAW.


Section 11.5 Waiver of Notice.



         IN THE EVENT OF AN EVENT OF DEFAULT, THE CREDIT PARTIES HEREBY WAIVE TO
THE EXTENT PERMITTED BY LAW ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR
TO THE EXERCISE BY THE CREDITOR OF ITS RIGHTS TO REPOSSESS ANY COLLATERAL
WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON ANY COLLATERAL
WITHOUT PRIOR NOTICE OR HEARING. EACH OF THE CREDIT PARTIES ACKNOWLEDGES THAT
IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION
AND THIS AGREEMENT.


Section 11.6 Waiver of Jury Trial.



         EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING DIRECTLY OR INDIRECTLY UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER CREDIT DOCUMENTS.


SECTION 12



The Administrative Agent



         In order to expedite the transactions contemplated by this Agreement,
Motorola Credit Corporation is hereby appointed to act as Administrative Agent
(for purposes of this Section 12, the Administrative Agent and the Collateral
Agent are referred to collectively as the “Agents”). Each of the Lenders and
each assignee of any such Lender, hereby irrevocably authorizes the Agents to
take such actions on behalf of such Lender or assignee and to exercise such
powers as are specifically delegated to the Agents by the terms and provisions
hereof and of the other Credit Documents, together with such actions and powers
as are reasonably incidental thereto. The Administrative Agent is hereby
expressly authorized by the Lenders, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders all payment of principal of
and interest on the Advances and all other amounts due to the Lenders
hereunder, and promptly to distribute to each Lender its proper share of each
payment so received; (b) to the extent permitted by the Intercreditor
Agreement, to give notice on behalf of each of the Lenders to the Borrowers of
any Event of Default specified in this Agreement of which the Administrative
Agent has actual knowledge acquired in connection with its agency hereunder;
and (c) to distribute to each Lender copies of all notices, financial
statements and other materials delivered by the Borrowers, the Company or any
other Credit Party pursuant to this Agreement or the other Credit Documents as
received by the Administrative Agent. Without limiting the generality of the
foregoing, the Agents are hereby expressly authorized to execute any and all
documents (including releases) with respect to the Collateral and the rights of
the parties secured thereby with respect thereto, as contemplated by and in
accordance with the provisions of this Agreement and the Security Documents.


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         Neither the Agents nor any of their respective directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or willful misconduct,
or be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by
the Borrowers, the Company or any other Credit Party of any of the terms,
conditions, covenants or agreements contained in any Credit Document. The
Agents shall not be responsible to the Lenders for the due execution,
genuineness, validity, enforceability or effectiveness of this Agreement or any
other Credit Documents, instruments or agreements. The Agents shall in all
cases be fully protected in acting, or refraining from acting, in accordance
with written instructions signed by the Required Lenders and, except as
otherwise specifically provided herein, such instructions and any action or
inaction pursuant thereto shall be binding on all the Lenders. Each Agent
shall, in the absence of knowledge to the contrary, be entitled to rely on any
instrument or document believed by it in good faith to be genuine and correct
and to have been signed or sent by the proper person or persons. Neither the
Agents nor any of their respective directors, officers, employees or agents
shall have any responsibility to the Borrowers, the Company or any other Credit
Party on account of the failure of or delay in performance or breach by any
Lender or an Issuing Bank of any of its obligations hereunder or to any Lender
or an Issuing Bank on account of the failure of or delay in performance or
breach by any other Lender or an Issuing Bank or the Borrowers, the Company or
any other Credit Party of any of their respective obligations hereunder or
under any other Credit Document or in connection herewith or therewith. Each
of the Agents may execute any and all duties hereunder by or through agents or
employees and shall be entitled to rely upon the advice of legal counsel
selected by it with respect to all matters arising hereunder and shall not be
liable for any action taken or suffered in good faith by it in accordance with
the advice of such counsel.


         The Lenders hereby acknowledge that neither Agent shall be under any duty
to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so
by the Required Lenders.


         Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrowers. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be
a bank with an office in New York, New York, having a combined capital and
surplus of at least $500,000,000 or an Affiliate of any such bank. Upon
acceptance of any appointment as Administrative Agent hereunder by a successor
bank, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.5 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.


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         With respect to the Advances made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not an Administrative Agent, and the Administrative Agent and its
Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrowers, the Company or any
Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent.


         Each Lender agrees (a) to reimburse the Administrative Agent, on demand,
in the amount of its pro rata share (based on the aggregate principal balances
of Advances owing to it hereunder; provided if no principal balance is owing,
then on the basis of its Tranche A Commitment) of any expenses incurred for the
benefit of the Lenders by the Administrative Agent, including counsel fees and
compensation of agents and employees paid for services rendered on behalf of
the Lenders, that shall not have been reimbursed by the Borrowers (or the
Company on behalf of the Borrowers) and (b) to indemnify and hold harmless the
Administrative Agent and any of its directors, officers, employees or agents,
on demand, in the amount of such pro rata share, from and against any and all
liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by or asserted against it in its
capacity as Administrative Agent in any way relating to or arising out of this
Agreement or any other Credit Document or any action taken or omitted by it or
any of them under this Agreement or any other Credit Document, to the extent
the same shall not have been reimbursed by the Borrowers (or the Company on
behalf of the Borrowers) or any other Credit Party; provided that no Lender
shall be liable to the Administrative Agent or any such other indemnified
person for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
the Administrative Agent or any of its directors, officers, employees or
agents. Each Lender agrees to reimburse each of the Issuing Banks and their
directors, employees and agents, in each case, to the same extent and subject
to the same limitations as provided above for the Administrative Agent.


         Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement or any other Credit Document,
any related agreement or any document furnished hereunder or thereunder.


SECTION 13 MISCELLANEOUS



Section 13.1 Waiver of Sovereign Immunity.



         To the extent that the Credit Parties or any of their respective assets
has or hereafter may acquire any right to immunity from suit, setoff, legal
proceedings generally, attachment prior to


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judgment, attachment in aid of
execution or other attachment or execution of judgment on the rounds of
sovereignty or otherwise, each of the Credit Parties hereby irrevocably waives
such rights to immunity for itself and its assets in respect of its obligations
arising under or relating to any of the Credit Documents or any related
documentation.


Section 13.2 Venue for Suit.



         The Credit Parties and the Lender Parties each irrevocably hereby
expressly waives all right to object to jurisdiction or execution in any legal
action or proceeding relating to this Agreement, the Financing Note or any
other Credit Document which it may now or hereafter have by reason of its
domicile or by reason of any subsequent or other domicile and hereby
irrevocably consents that any legal action, suit or proceeding arising out of
or relating to any of the Credit Documents and any other document or instrument
required to be executed in relation thereto may be instituted in the federal
courts of the United States District Court of the Southern District of New York
and the courts of the State of New York, and by execution and delivery of this
Agreement, each of the Credit Parties and the Lender Parties submits to and
accepts and consents with regard to any such action or proceeding for itself
and in respect of its properties and assets, generally and unconditionally, the
jurisdiction of any such court. Each of the Credit Parties hereby waives any
objection it may now or hereafter have to the laying of the venue of any such
action, suit or proceeding, and further waives any claim that any such action,
suit or proceeding brought in any of the aforesaid courts has been brought in
any inconvenient forum.


         Each of the Credit Parties hereby irrevocably designates, appoints and
empowers CT Corporation System with offices at 1633 Broadway, New York, New
York, 10019, and successors as the designee, appointee and agent of such Credit
Party to receive, accept and acknowledge, for and on behalf of such Credit
Party and its properties, service of any and all legal process, summons,
notices and documents which may be served in such action, suit or proceeding
relating to the Financing Note or this Agreement or any other Credit Document
in the case of the courts of the United States District Court of the Southern
District of New York or of the courts of the State of Illinois, which service
may be made on any such designee, appointee and agent in accordance with legal
prescribed for such courts. Each of the Credit Parties agrees to take any and
all action necessary to continue such designation in full force and effect and
should such designee, appointee and agent become unavailable for this purpose
for any reason, the relevant Credit Party will forthwith irrevocably designate
a new designee, appointee and agent with offices in New York, New York, which
shall irrevocably agree to act as such, with the powers and for purposes
specified in this Section 13.2. Each of the Credit Parties further irrevocably
consents and agrees to service of any and all legal process, summons, notices
and documents out of any of the aforesaid courts in any such action, suit or
proceeding relating to the Financing Note or this Agreement or any other Credit
Document delivered to such Credit Party in accordance with this Section 13.2 or
to its then designee, appointee or agent for service. If service is made upon
such designee, appointee and agent, a copy of such process, summons, notice or
document shall also be provided to the relevant Credit Party by registered or
certified mail, or overnight express air courier, provided that failure to
provide such copy to the relevant Credit Party shall not impair or affect in
any way the validity of such service or any judgement rendered in such action
or proceedings. Each of the Credit Parties agrees that service upon such
Credit Party or any such designee, appointee and agent as provided for herein
shall constitute


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valid and effective personal service upon such Credit Party
with respect to matters contemplated in this Section 13.2 and that the failure
of any such designee, appointee and agent to give any notice of such service to
such Credit Party shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based thereon.
Nothing herein shall limit or be construed to limit the rights of the Lender
Parties to commence
proceedings against any Credit Party in any other venue where assets of
such Credit Party may be found.


Section 13.3 Governing Law.



         THIS AGREEMENT AND THE FINANCING NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ALL
CHOICE-OF-LAW AND CONFLICTS-OF-LAWS RULES).


Section 13.4 Severability of Provisions.



         If any one or more of the provisions contained in this Agreement or any
documents executed in connections herewith shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired.


Section 13.5 Binding Effect; Assignment.



         (a)  This Agreement shall be binding upon and shall inure to the benefit of
the Borrowers, the Lender Parties and their respective successors and assigns,
provided, that the Borrowers shall not have the right to assign or transfer its
rights or obligations hereunder except with the prior written consent of the
Required Lenders and, absent a continuing Event of Default, the Lenders shall
not have the right, following the Syndication, to assign their respective
obligations hereunder without the prior written consent of the Borrowers (not
to be unreasonably withheld or delayed.)


         (b)  The Initial Lender may assign its rights and obligations under this
Agreement (including all or a portion of the Commitment and the Advances at the
time owing to it) without the consent of the Borrowers (the
“Syndication”).
The Initial Lender may request the Borrowers, the Company and the Operating
Affiliates to assist in the Syndication as contemplated by this Section.


         (c)  In addition to and without limiting the foregoing, each Lender may,
without the consent of the Borrowers, sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of the Lender’s rights
and obligations under this Agreement (including all or a portion of the
Commitment and the Advances owing to it); provided that, in the case of
participations under this subsection 13.5(c), (i) the Lender’s obligations
under this Agreement shall remain unchanged, (ii) the Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrowers shall continue to deal solely and directly
with the Lender in connection with the Lender’s rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a


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participation shall provide that the Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement.


         (d)  The Credit Parties agree to cooperate with the Initial Lender in
connection with any syndication. Such cooperation will include, if requested
by the Initial Lender, (i) making
senior officers of the Borrowers available for a meeting with prospective
assignees, the Initial Lender and its agents, and (ii) providing such other
assistance as may be reasonably requested by the Initial Lender and such agents
(including, without limitation, providing information to and responding to
questions from prospective assignees with respect to the operations, business
plans and other matters relating to the Borrowers’, the Company’s and each
other Credit Party’s business on a timely basis and in any manner reasonably
requested by the Initial Lender).


Section 13.6 Entire Agreement; Amendments.



         (a)  This Agreement, the documents referred to herein and those signed
contemporaneously herewith constitute the entire agreement of the parties with
respect to the subject matter hereof and shall supersede any prior expressions
of intent or understanding with respect to this transaction.


         (b)  No waiver of any provision of this Agreement or any other Credit
Document or consent to any departure by the Borrowers, the Company or any other
Credit Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph subsection 13.6(c) below, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on any Credit Party in any case shall
entitle such Credit Party to any other or further notice or demand in similar
or other circumstances.


         (c)  Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrowers and the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend the maturity of
or any scheduled principal payment date or date for the payment of any interest
on any Advance, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Advance, without the prior written consent
of each Lender affected thereby, (ii) change or extend the Commitments or
decrease or extend the date for payment of the fees of any Lender payable under
Section 2.6 without the prior written consent of such Lender, or (iii) amend or
modify the provisions of Section 2.12 or 13.5, the provisions of this Section,
the definition of the term “Required Lenders”, increase the total Commitments
or release any Guarantor or all or any substantial part of the Collateral,
without the prior written consent of each Lender; provided, further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent or the Collateral Agent, hereunder or under any other
Credit Document without the prior written consent of the Administrative Agent
or the Collateral Agent, as applicable.


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Section 13.7 Notices.



         All communications and notices provided for hereunder shall be in writing
and shall be personally delivered or transmitted by postage prepaid registered
mail (airmail if international) or by telefax as follows:



	 	 	 
	To the Company:	 	
NII Holdings, Inc.

10700 Parkridge Boulevard

Suite 600

Reston, Virginia 20191

Attention: Chief Financial Officer

Fax No.: (703) 390-5111
	
	
	
	

	 	 	 
	
	
	
	

	To the Administrative Agent:	 	
Motorola Credit Corporation

21440 Lake Cook Road

Deer Park, Illinois 60010

Attention: Gary B. Tatje

Fax No.: (847) 862-8111
	
	
	
	

	 	 	 
	
	
	
	

	with a copy to:	 	
Motorola, Inc.

1303 East Algonquin Road

IL-01, 11th Floor

Schaumburg, Illinois 60196

Attention: Robert J. Patton, Esq.

Fax No.: (847) 576-2818
	
	
	
	

	 	 	 
	
	
	
	

	To the Vendor:	 	
Motorola, Inc.

21440 Lake Cook Road

Deer Park, Illinois 60010

Attention: Director – iDEN Infrastructure

                   Ed Jacobs

Fax No.: (847) 862-8111
	
	
	
	

	 	 	 
	
	
	
	

	To the Lenders:	 	
At the address specified on the signature pages
hereto or in the applicable Assignment Agreement or as otherwise
specified in writing to the Company and the Administrative Agent by
such Lender.
	
	
	
	

	 	 	 
	
	
	
	

	To the Borrowers:	 	
NII Holdings (Cayman). LTD.

P.O. Box 309GT at Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

Attention: Paul Lumsden

Fax No.: (345) 949-8080



-105-







 





	 	 	 
	
	
	
	

	 	 	
Nextel Del Peru, S.A.

Los Nardos 1018, Piso 7

San Isidro, Lima 27, Peru

Attention: General Counsel

Fax No.: (511) 611-1115
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Teletransportes Integrales, S.A. De C.V.

Blvd. Manuel Avila Camacho 36, Piso 9

Colonia Lomas de Chapultepec

Mexico 11000, D.F.

Attention: General Counsel

Fax No.: (52 55) 4284 6520
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
with copy to:
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
NII Holdings, Inc.

10700 Parkridge Boulevard

Suite 600

Reston, Virginia 20191

Attention: Chief Financial Officer

Fax No.: (703) 390-5111
	
	
	
	

	 	 	 
	
	
	
	

	To the Collateral Agent:	 	
Citibank, N.A.

111 Wall Street 14FL/ZN3

New York, NY 10005

Attention: Agency and Trust Services

Telecopier No.: (212) 657-3862
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
with a copy to:
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Emmet, Marvin & Martin, LLP

120 Broadway

32nd Floor

New York, NY 10271

Attention: Anthony M. Harvin

Telecopier No.: (212) 238-3100



         Except as otherwise specified herein, all notices shall be deemed duly
given on the date of receipt, if personally delivered or transmitted by
telefax, and the date 5 days after posting if mailed.


Section 13.8 Right of Set-Off.



         The Lender Parties shall, to the fullest extent permitted by applicable
law, have the right to apply and all amounts on deposit or on account with it
or with any of its branches, Subsidiaries


-106-







 



or affiliates (general or special,
time or demand, matured or unmatured, in whatever currency) in reduction of
amounts past due (whether such amounts became due at schedule maturity, by
acceleration or otherwise) under the Credit Documents.


Section 13.9 Counterparts.



         This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies thereof, each
signed by less than all, but together signed by all, of the parties hereto.


Section 13.10 Confidentiality.



         Each of the Borrowers, the Company, the Restricted Affiliates and the
Lender Parties hereby agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its
Affiliates (on a need to know basis), directors, offices, employees and agents,
including, without limitation, accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to the execution and delivery of an agreement
containing provisions substantially the same as those of this Section 13.10, to
any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the other parties hereto, or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section 13.10 or (ii) becomes available to such party on a nonconfidential
basis from a source other than the other parties hereto.


         For
the purposes of this Section 13.10, “Information” means all
information received from any of the parties hereto relating to any of the
Credit Parties, the Lender Parties or their respective businesses, other than
any such information that is available to the parties hereto on a
nonconfidential basis prior to disclosure by any party hereto; provided that,
in the case of information received from any party hereto after the date
hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section 13.10 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.


Section 13.11 Term of Agreement.



         This Agreement shall continue in full force and effect, and be binding
upon the Borrowers, until all of the Obligations have been fully and
indefeasibly paid and performed whereupon this Agreement shall terminate;
provided, however, if the initial Advance has not been made by December 15,
2002, this Agreement shall terminate. Notwithstanding the


-107-







 



foregoing, all the indemnification provisions shall survive and all other provisions which by
their terms survive termination shall so survive.


Section 13.12 EFA Termination.



         To the extent the EFA is terminated prior to the payment in full of the
Obligations under this Agreement, the representations, covenants and events of
default under Sections 7, 8, 9 and 11 of the EFA (and the defined terms used
therein) shall be incorporated into this Agreement, solely with respect to the
Supplemental Credit Parties, mutatis mutandi (notwithstanding the termination
of the EFA); provided that, to the extent at the time of termination of the EFA
an event has occurred or a circumstance exists with respect to a Supplemental
Credit Party which event or circumstance creates a “Default” or “Event of
Default” under (and as defined in) the EFA at such time, such event or
circumstance shall not create or form the basis for an Event of Default
hereunder.


-108-







 




         IT WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized signatories as of the day and year
first written above.



	 	 	 	 	 	 	 
	Company:	 	NII HOLDINGS, INC.
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	By: 	 	/s/ Robert J. Gilker

	 	 	 	 	Name:	 	Robert J. Gilker
	 	 	 	 	Title:	 	Vice President and General Counsel
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	Borrowers:	 	NII HOLDINGS (CAYMAN), LTD.
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	By:	 	/s/ Robert J. Gilker

	
	
	
	

	 	 	 	 	Name:	 	Robert J. Gilker
	 	 	 	 	Title:	 	Director and Vice President
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	NEXTEL DEL PERU, S.A.
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	By:	 	/s/ Robert J. Gilker

	
	
	
	

	 	 	 	 	Name:	 	Robert J. Gilker
	 	 	 	 	Title:	 	Attorney-in-Fact
	
	
	
	

	 	 	TELETRANSPORTES INTEGRALES,
S.A. DE C.V.
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	By:	 	/s/ Robert J. Gilker

	
	
	
	

	 	 	 	 	Name:	 	Robert J. Gilker
	 	 	 	 	Title:	 	Attorney-in-Fact



A-1







 





	 	 	 	 	 
	Initial Lender:	 	MOTOROLA CREDIT CORPORATION
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	By:	 	/s/ Eric M. Haldiman

	
	
	
	

	 	 	 	 	Name: Eric M. Haldiman

Title: Authorized Signatory
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Administrative Agent:	 	MOTOROLA CREDIT CORPORATION
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	By:	 	/s/ Eric M. Haldiman

	
	
	
	

	 	 	 	 	Name: Eric M. Haldiman

Title: Authorized Signatory




	 	 	 	 	 	 	 
	Collateral Agent:	 	CITIBANK, N.A.
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	By:	 	/s/ Donna Marie White

	
	
	
	

	 	 	 	 	Name:	 	Donna Marie White
	 	 	 	 	Title:	 	Assistant Vice President



 







 





ANNEX A



LIST OF TYPE OF ASSETS




	1.	 	The transmission tower steel structure.
	 
	2.	 	Tower obstruction lighting.
	 
	3.	 	Lighting controls.
	 
	4.	 	Lighting power cables.
	 
	5.	 	Lighting rods and related cable necessary to bond the tower grounding system.
	 
	6.	 	Climbing ladders and climbing devices.
	 
	7.	 	Tower grounding system (including grounding rods).
	 
	8.	 	Tower foundation.
	 
	9.	 	Generators, diesel tanks, and shelters, and their respective foundations.
	 
	10.	 	Fences.
	 
	11.	 	Access doors.
	 
	12.	 	Third party agreements: All rights, benefits, obligations, and interests
that are held by the owner of the tower assets in agreements with third
parties with respect to a tower.
	 
	13.	 	Licenses. All authorizations, licenses, permits, consents, certificates of
compliance, franchise approvals, or other similar authorizations granted by
any governmental authority (other than licenses, permits, consents,
certificates of compliance, franchise approvals, or similar authorizations
granted by any telecommunications regulatory body or any other governmental
authority relating to the use of one or more trunked or conventional
specialized mobile radio communications frequencies or channels or other
radio spectrum, including any such use in providing wireless communications
services or operating analog or digital mobile radio communications systems)
that are necessary for, or were otherwise obtained in connection with, the
construction, use, or operation of a telecommunications tower or the related
site.
	 
	14.	 	Other related tower assets. With respect to any telecommunications tower,
(A) all rights to any warranties (B) all rights under any authorizations or
licenses (as more fully described in 13. above).
	 
	15.	 	Documents and records pertaining to the telecommunications towers or the
related sites.



 







 






ANNEX B



PERMITTED SALE-LEASEBACK TRANSACTION

GENERAL TERMS AND CONDITIONS




	 	 	 
	Conditions of Sale	 	
The asset purchase agreement (“APA”) to be entered into in
connection with a Permitted Sale-Leaseback Transaction will
provide for the sale of certain wireless telecommunications
towers owned by NII Holdings, Inc. and/or any of its
affiliates (hereinafter referred to collectively as “NII”),
related real property interests (including, without
limitation, ground leases), and related assets of the type
set forth on Annex A (each such tower and related real
property and assets are referred to herein as a “Site,” and
all such assets collectively are referred to herein as the
“Tower Assets”). Upon the closing of the APA, NII will
transfer to the purchaser (“Acquirer”) all rights of
ownership to the Tower Assets.
	
	
	
	

	 	 	 
	
	
	
	

	Leaseback Agreement	 	
Concurrently with the closing of the APA, NII and Acquirer
will enter into a lease agreement (the “Master Lease
Agreement”) which will provide for, among other things: (i)
the lease of the Tower Assets transferred by NII to Acquirer
pursuant to the APA; and/or (ii) the lease of new towers to
be built by Acquirer pursuant to the BTS (as defined below).
The term of such lease agreement will vary.
	
	
	
	

	 	 	 
	
	
	
	

	Rent Payments	 	
For existing Towers Assets, NII will pay to Acquirer monthly
rent (the “Rent Payment”). The lease will be a triple net
lease (including, without limitation, a requirement that NII
pay all ground lease costs associated with each Tower Asset
or Build-to-Suit Site).
	
	
	
	

	 	 	 
	
	
	
	

	Rent Payment Obligation
Continuation	 	
For any Tower Asset acquired by Acquirer without all material
Site permits which are not properly disclosed by NII prior to
closing, and following the transfer of such Site the related
Tower Asset must be removed, dismantled or otherwise becomes
unusable because the applicable Site permits were not
obtained prior to closing, Acquirer shall still purchase the
Site and NII shall continue to be responsible for the rent
payments throughout the initial term of the lease provided
for under the Master Lease Agreement (“Rent Payment
Continuation Obligation”); provided, however, that following
the transfer of any such Site to Acquirer, (a) Acquirer shall
continue to use its reasonable best efforts to obtain and
maintain all applicable Site permits and, when applicable,
cure such lack of permits and (b) if ATC makes any
improvements or alterations to the Site after closing which
result in a governmental entity requiring the Tower Asset to
be removed, dismantled or otherwise is, rendered unusable,
NII’s Rent Payment Continuation Obligation shall be
discontinued until such Site’s permit is reinstated by
Acquirer.



B-1







 





	 	 	 
	
	
	
	

	Legal, Financial
and Regulatory
Liabilities	 	
Subject to Acquirer’s right to exclude Tower Assets under the
APA, Acquirer will assume the legal, financial and regulatory
risks related to the Tower Assets, provided those risks were
fully disclosed in the due diligence process or in the APA
and are not a result of NII’s negligence or willful acts in
managing or owning the Tower Assets. Prior and after each
relevant closing under the APA, NII will make its reasonable
best efforts to work together with Acquirer in order to
obtain all missing permits and licenses related to the Tower
Assets acquired by Acquirer.
	
	
	
	

	 	 	 
	
	
	
	

	Ground Lease
Assignment and
Sublease Consent	 	
It will be a condition to Acquirer’s obligation to acquire a
Tower Asset located on a leased property that NII obtains any
necessary ground landlord’s consent to the assignment of the
ground lease to Acquirer, provided that if such consent
cannot be obtained, Acquirer and NII will use good faith
efforts to structure the transaction with respect to such
Tower Asset in a manner which does not require such consent
and which affords the parties in all material respects the
rights and benefits contemplated by the proposed transaction.
Such efforts may include the execution of: (i) a sublease:
agreement, (ii) an administration agreement, or (iii) any
other similar agreement or understanding under which Acquirer
may have all lessees’ benefits under the ground lease.
Acquirer will develop and deliver a process to effectively
manage this activity.
	
	
	
	

	 	 	 
	
	
	
	

	Acquirer’s Security	 	
Subject to obligations, covenants or commitments undertaken
by NII under existing agreements, and subject to specific
terms and conditions to be provided by NII, Acquirer may
secure all receivables due to it by NII, as well as
Acquirer’s interest in the Tower Assets, as collateral for
institutional debt.
	
	
	
	

	 	 	 
	
	
	
	

	Damages to NII’s
Equipment	 	
Acquirer will be responsible for damages caused to NII’s
equipment directly by Acquirer’s acts or omissions, as well
as for those caused by third party tenants in the Tower
Assets, unless such damages were caused by the negligence or
willful acts of NII. NII will have a corresponding
responsibility for damages caused to Acquirer’s or third
party tenants’ equipment caused directly by NII’s acts or
omissions.



B-2







 





	 	 	 
	
	
	
	

	Build-to-Suit	 	
Concurrently with the execution of the APA and the Master
Lease Agreement, NII and Acquirer may enter into a
Build-to-Suit Agreement (the “BTS”) pursuant to which NII
will grant Acquirer with the exclusive right to buy and/or
build, maintain and manage future telecommunications towers
built and/or required to be built by NII (“Build-to Suit
Site”) within a certain period after the execution of the
BTS. Acquirer may acquire all Build-to-Suit Sites that
comply with Acquirer’s mutually agreeable requirements
defined by the parties prior to the completion of the BTS.
If the offered Build-to-Suit Sites do not meet such mutually
agreed requirements, Acquirer may elect to acquire those non
complying sites at a purchase price to be negotiated and
agreed upon prior to the completion of the BTS Site. The
purchase price will be based on the condition and capacity of
the delivered tower.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
NII will commit to sell to or request the Acquirer to build a
specific number of Build-to-Suit Sites which shall constitute
all Build-to-Suit Sites developed for or by NII for a
specified period.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Acquirer will pay NII, as purchase price for each acquired
Build-to-Suit Site, an amount equal to NII’s invoiced cost,
as defined in the pricing schedule to be included in the BTS,
for the construction of that specific Build-to-Suit Site plus
a specified percentage (the “BTS Purchase Price”).
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
If NII exceeds its annual commitments for a specific year
(the “Additional Sites”), NII will offer such Additional
Sites to Acquirer for acquisition. Acquirer may acquire such
Additional Sites provided: (i) the Additional Sites comply
with Acquirer’s minimum requirements as delivered to NII; and
(ii) the total number of Additional Sites do not exceed a
specified percentage of NII’s Commitment for that specific
year. Acquirer will pay to, NII the BTS Purchase Price for
each Additional Site acquired by Acquirer at the moment of
delivery of such Additional Site.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Build-to-Suit Sites will be owned by Acquirer and will be
developed, at a minimum, in accordance with NII’s technical
specifications, engineering and location requirements.
Acquirer shall be solely responsible for: (i) all costs
associated with the development of the Build-to-Suit Site,
(ii) all governmental authorizations and permits, and (iii)
costs associated with upgrades of the Build-to-Suit Site for
the maximization of the Build-to-Suit Site’s co-location
capacity, except when such improvements are a result of NII’s
change of orders for Build-to-Suit Sites. Improvements might
include, without limitation, increments in loading capacity,
structural integrity testing and improvements, site
adaptations, technical tests (such as RF and power
interference tests). Such improvements will not interfere
with NII’s operations and telecommunication services.



B-3







 





	 	 	 
	
	
	
	

	 	 	
NII may request Acquirer to improve a specific Build-to-Suit
Site provided: (i) it gives Acquirer the appropriate
information to effectuate such improvements, (ii) such
improvements do not damage the Tower Asset, (iii) the
proposed improvement do not adversely affect Acquirer’s
co-location activities and (iv) NII assumes -all costs
related to such improvement, including costs related to
changes of work orders.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Acquirer shall be responsible for the good and proper
maintenance of the Tower Assets and Build-to-Suit Sites in
accordance with industry standards and usual practices.
	
	
	
	

	 	 	 
	
	
	
	

	Tower Improvements	 	
Acquirer will notify NII that Acquirer is willing to improve
the Tower Asset in order to add additional site capacity for
future co-location tenants, at which time, NII will have a
specified time period after receipt of such notification to
request Acquirer to add additional space to such improvement
for NII future needs. Acquirer may elect to build such
additional tower space provided: (i) NII commits to lease
such additional tower space within a specified time period
after completion of the improvement at market rate, (ii) such
additional improvement does not interfere or delay Acquirer’s
co-location activities and (iii) NII’s request is
economically and technically feasible. In any event, all
tower space resulting from Acquirer’s improvements will not
be subject to NII’s Right of First Refusal. Monthly tower
space rent resulting from Acquirer’s improvements will be
subject to market rates.
	
	
	
	

	 	 	 
	
	
	
	

	Representations,
Warranties and
Covenants	 	
The APA, Master Lease Agreement and BTS will contain
representations, warranties, covenants, schedules, conditions
to closing, non-competition agreements, adjustments,
indemnities and other clauses in form and substance
satisfactory to the Parties. The representations, warranties
and covenants shall include, but not be limited to, matters
such as title and condition of assets, financial information
and liabilities, contracts, permits, compliance with laws,
receivables, relations with affiliates, absence of material
adverse changes, absence of liens, absence of litigation,
proper maintenance to NII’s equipment, non-interference with
Site Landlord’s rights/activities, non-use of hazardous
materials and commitments. The conditions to closing shall
include, but not be limited to, relevant corporate
authorizations, the absence of any material adverse change in
the business, assets, liabilities, condition (financial or
otherwise) or prospects of the parties and the parties’
activities being in compliance with all applicable laws.
	
	
	
	

	 	 	 
	
	
	
	

	Defaults and
Cures	 	
The Master Lease may contain defaults, not more onerous than
those set forth below, and corresponding cures for breach or
failure to perform any representations, warranties, covenants
or obligations thereunder.



B-4







 




	 	 	 
	
	
	
	

	 	 	
The defaults must include the following opportunities to cure:
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
•   A five business days or longer period to cure breach of
monetary obligations.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
•   A thirty days or longer period to cure breach of
non-monetary obligations.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
•   Cross-default (if any) for a continuing breach of not less
than 25% of monetary or
    non-monetary obligations with respect
to the Sites.
	
	
	
	

	 	 	 
	
	
	
	

	Remedies for Default	 	
The Master Lease may also provide the following remedies in
the event of termination for default of the Master Lease with
respect to a specific Site or in the event of a continued
uncured default, but may not contain more onerous remedies:
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
•   The Rent Payment Continuation Obligation, or
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
•   Payment of a lump-sum of the then present value (discounted
according to a mutually
    agreeable interest rate) of the
unearned rents which would have been payable by NII
    during
the balance of the respective lease.
	
	
	
	

	 	 	 
	
	
	
	

	Indemnification	 	
NII shall provide Acquirer with customary indemnification
relating to such transaction.



B-5







 





ANNEX C



FINANCIAL METHOD OBLIGATIONS

GENERAL TERMS AND CONDITIONS




	 	 	 
	Build-to-Suit	 	
NII Holdings, Inc. and/or any of its
affiliates (hereinafter referred to
collectively as “NII”) and the
developer and operator (the “Site
Landlord”) of wireless
telecommunications towers shall
enter into a build-to-suit agreement
(the “BTS”) pursuant to which NII
will grant Site Landlord the
exclusive right to build, maintain
and manage all future
telecommunications towers required
to be build by NII (“Build-to Suit
Site”) within a specified period
after the execution of the BTS.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Within a specified period after the
execution of the BTS, NII will
commit to request the Site Landlord
to build a specific number of
Build-to-Suit Sites which shall
constitute all Build-to-Suit Sites
developed for or by NII for a
specified period.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Build-to-Suit Sites will be owned by
Site Landlord and will be developed,
at a minimum, in accordance with
NII’s technical specifications,
engineering and location
requirements. Site Landlord shall
be solely responsible for: (i) all
costs associated with the
development of the Build-to-Suit
Site, (ii) all governmental
authorizations and permits, and
(iii) costs associated with upgrades
of the Build-to-Suit Site for the
maximization of the Build-to-Suit
Site’s co-location capacity, except
when such improvements are a result
of NII’s change of orders for
Build-to-Suit Sites. Improvements
might include, without limitation,
increments in loading capacity,
structural integrity testing and
improvements, site adaptations,
technical tests (such as RF and
power interference tests). Such
improvements will not interfere with
NII’s operations and
telecommunication services. NII may
request Site Landlord to improve a
specific Build-to-Suit Site
provided: (i) it gives Site
Landlord the appropriate information
to effectuate such improvements,
(ii) such improvements do not damage
the Tower Asset, (iii) the proposed
improvement do not adversely affect
Site Landlord’s co-location
activities, and (iv) NII assumes all
costs related to such improvement,
including costs related to changes
of work orders.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Site Landlord shall be responsible
for the good and proper maintenance
of the Tower Assets and
Build-to-Suit Sites in accordance
with industry standards and usual
practices.



C-1







 





	 	 	 
	
	
	
	

	Master Lease Agreement	 	
Concurrently with the execution of
the BTS, NII and Site Landlord will
enter into a lease agreement (the
“Master Lease Agreement”) which will
provide for the lease of new towers
to be built by Site Landlord
pursuant to the BTS. The terms of
such Master Lease Agreement will be
substantially similar to the Master
Lease Agreement described on Annex B hereto.
	
	
	
	

	 	 	 
	
	
	
	

	Tower Improvements	 	
Site Landlord will notify NII that
Site Landlord is willing to improve
the Tower Asset in order to add
additional site capacity for future
co-location tenants, at which time,
NII will have a specified period
after receipt of such notification
to request Site Landlord to add
additional space to such improvement
for NII future needs. Site Landlord
may elect to build such additional
tower space provided (i) NII commits
to lease such additional tower space
within a specified period after
completion of the improvement at
market rate, (ii) such additional
improvement does not interfere or
delay Site Landlord’s co-location
activities and (iii) NII’s request
is economically and technically
feasible. Monthly tower space rent
resulting from Site Landlord’s
improvements will be subject to
market rates.
	
	
	
	

	 	 	 
	
	
	
	

	Representations and Warranties	 	
The BTS will contain
representations, warranties,
covenants, schedules, conditions to
closing, non-competition agreements,
adjustments, indemnities and other
clauses in form and substance
satisfactory to the Parties. The
representations, warranties and
covenants shall include, but not be
limited to, matters such as title
and condition of assets, financial
information and liabilities,
contracts, permits, compliance with
laws, receivables, relations with
affiliates, absence of material
adverse changes, absence of liens,
absence of litigation, and
commitments. The conditions to
closing shall include, but not be
limited to, relevant corporate
authorizations, the absence of any
material adverse change in the
business, assets, liabilities,
condition (financial or otherwise)
or prospects of the parties and the
parties’ activities being in
compliance with all applicable laws.




C-2