10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from    to
Commission file number 333-26649

NEXTEL INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization)	91-1671412 (I.R.S. Employer Identification No.)
10700 Parkridge Boulevard, Suite 600, Reston, Virginia (Address of principal executive offices)	20191 (Zip Code)
Registrant’s telephone number, including area code: (703) 433-4000

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X]     No [  ]

      Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

	Number of Shares Outstanding
Title of Class	on July 31, 2000
Common Stock, no par value		180,683,155

TABLE OF CONTENTS

Article of Amendment

Restated Cert. of Incorp.

Third Amend. to Master Equipment Agree.

Secured Loan Agreement

First Amend. to Secured Loan Agreement

Second Amended Restated Right of First Opportunity

Incentive Equity Plan

Amended & Restated Equip Financing Plan

Amend. 5 Between Lenders

Amend.1 to Amended Capital Sub Agreement

Financial Data Schedule

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX

Part  I	Financial Information.
	Item 1.	Financial Statements — Unaudited.
		Condensed Consolidated Balance Sheets As of June 30, 2000 and December 31, 1999	3
		Condensed Consolidated Statements of Operations and Comprehensive Loss For the Six and Three Months Ended June 30, 2000 and 1999	4
		Condensed Consolidated Statement of Changes in Stockholders’ Deficit For the Six Months Ended June 30, 2000	5
		Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2000 and 1999	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Part  II	Other Information.
	Item 1.	Legal Proceedings	27
	Item 2.	Changes in Securities	27
	Item 6.	Exhibits and Reports on Form 8-K	28

PART I — FINANCIAL INFORMATION.

Item 1.  Financial Statements — Unaudited.

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2000 and December 31, 1999

(in thousands)

Unaudited

			2000			1999
ASSETS
Current assets
	Cash and cash equivalents, of which $10,487 and $6,179 is restricted		$	267,435		$	100,028
	Short-term investments			29,949			—
	Accounts receivable, less allowance for doubtful accounts of $14,143 and $8,815			36,127			23,041
	Subscriber unit and accessory inventory			25,500			16,185
	Prepaid expenses and other			41,808			21,868
		Total current assets		400,819			161,122
Property, plant and equipment, net of accumulated depreciation of $141,105 and $95,449				755,229			539,455
Investments in unconsolidated affiliates, less equity in net losses of $63,413 and $46,129				350,084			428,971
Intangible assets, net of accumulated amortization of $66,934 and $61,105				505,675			454,657
Other assets				112,203			97,587
			$	2,124,010		$	1,681,792
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
	Accounts payable		$	62,209		$	44,210
	Accrued expenses and other			74,873			61,448
	Accrued interest			4,476			15,423
	Due to related party			119,060			15,778
	Due to parent			7,261			8,847
	Current portion of long-term debt			67,098			33,739
		Total current liabilities		334,977			179,445
Long-term debt				1,666,634			1,514,757
Deferred income taxes				126,570			141,943
		Total liabilities		2,128,181			1,836,145
Contingencies (Note 4)
Minority interest				—			25,237
Stockholders’ deficit
	Series A exchangeable redeemable preferred stock, 2  shares and 3 shares issued and outstanding, accreted liquidation preference of $215,081 and $337,737			215,000			298,886
	Common stock, 180,691 and 146,893 shares issued and outstanding			927,693			399,401
	Accumulated deficit			(1,100,900	)		(859,970	)
	Accumulated other comprehensive loss			(45,964	)		(17,907	)
		Total stockholders’ deficit		(4,171	)		(179,590	)
			$	2,124,010		$	1,681,792

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Six and Three Months Ended June 30, 2000 and 1999

(in thousands, except per share amounts)

Unaudited

		Six Months Ended						Three Months Ended
		June 30,						June 30,
		2000			1999			2000			1999
Operating revenues		$	110,800		$	41,760		$	63,625		$	21,899
Operating expenses
	Cost of revenues		29,652			18,072			15,690			9,106
	Selling, general and administrative		148,650			116,222			81,390			59,337
	Depreciation and amortization		65,183			51,882			32,682			28,468
			243,485			186,176			129,762			96,911
Operating loss			(132,685	)		(144,416	)		(66,137	)		(75,012	)
Other income (expense)
	Interest expense		(106,660	)		(82,220	)		(53,945	)		(43,526	)
	Interest income		5,547			2,827			5,199			1,289
	Equity in losses of unconsolidated affiliates		(17,284	)		(11,520	)		(10,171	)		(6,869	)
	Foreign currency transaction gains (losses), net		5,922			(45,864	)		(6,615	)		20,833
	Minority interest in losses of subsidiaries		6,504			13,299			3,754			1,258
	Other, net		(1,906	)		325			(1,542	)		(539	)
			(107,877	)		(123,153	)		(63,320	)		(27,554	)
Loss before income tax provision			(240,562	)		(267,569	)		(129,457	)		(102,566	)
Income tax provision			(368	)		(439	)		(580	)		(160	)
Net loss			(240,930	)		(268,008	)		(130,037	)		(102,726	)
Accretion of series A redeemable preferred stock to value of liquidation preference (Note 2)			(61,334	)		—			(61,334	)		—
Loss attributable to common stockholders		$	(302,264	)	$	(268,008	)	$	(191,371	)	$	(102,726	)
Loss per share attributable to common stockholders, basic and diluted		$	(2.01	)	$	(1.83	)	$	(1.24	)	$	(0.70	)
Weighted average number of common shares outstanding			150,422			146,130			153,942			146,163
Comprehensive loss, net of income tax
	Net loss	$	(240,930	)	$	(268,008	)	$	(130,037	)	$	(102,726	)
	Unrealized (loss) gain on available-for-sale securities		(35,975	)		42,087			(73,055	)		1,956
	Foreign currency translation adjustment		7,918			(110,079	)		(10,920	)		29,018
Comprehensive loss		$	(268,987	)	$	(336,000	)	$	(214,012	)	$	(71,752	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2000

(in thousands)

Unaudited

																Accumulated Other
																Comprehensive
																Income (Loss)
			Series A
			Preferred Stock						Common Stock							Unrealized			Cumulative
													Accumulated			Gain (Loss) on			Translation
			Shares			Amount			Shares		Amount		Deficit			Investments			Adjustment			Total
Balance, January 1, 2000				3		$	298,886			146,893	$	399,401	$	(859,970	)	$	119,682		$	(137,589	)	$	(179,590	)
	Net loss													(240,930	)								(240,930	)
	Unrealized loss on available-for-sale securities, net of income tax																(35,975	)					(35,975	)
	Foreign currency translation adjustment																			7,918			7,918
	Issuance of series A redeemable preferred stock to parent			4			442,685																442,685
	Issuance of common stock:
		Conversion of series A redeemable preferred stock at accreted liquidation preference value		(5	)		(526,571	)		33,121		526,571											—
		Exercise of stock options and warrants								677		1,721											1,721
Balance, June 30, 2000				2		$	215,000			180,691	$	927,693	$	(1,100,900	)	$	83,707		$	(129,671	)	$	(4,171	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2000 and 1999

(in thousands)

Unaudited

					2000			1999
Cash flows from operating activities
	Net loss				$	(240,930	)	$	(268,008	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Amortization of deferred financing costs and accretion of senior notes				71,645			65,588
		Depreciation and amortization				65,183			51,882
		Provision for losses on accounts receivable				8,690			22,377
		Loss on write-off of assets				570			6,898
		Deferred income tax provision				368			439
		Equity in losses of unconsolidated affiliates				17,284			11,520
		Net foreign currency transaction (gains) losses				(5,922	)		45,864
		Minority interest in losses of subsidiaries				(6,504	)		(13,299	)
		Other, net				(431	)		—
		Change in assets and liabilities, net of effects from acquisitions:
			Accounts receivable			(21,312	)		(11,432	)
			Subscriber unit and accessory inventory			(9,310	)		17,772
			Other assets			(29,399	)		(15,319	)
			Accounts payable, accrued expenses and other			48,294			(14,387	)
				Net cash used in operating activities		(101,774	)		(100,105	)
Cash flows from investing activities
	Capital expenditures					(141,380	)		(86,906	)
	Investments in consolidated subsidiaries, net of cash acquired					(80,466	)		—
	Purchase of short-term investments					(29,518	)		—
	Investments in unconsolidated affiliates and other, net					(3,619	)		(29,903	)
				Net cash used in investing activities		(254,983	)		(116,809	)
Cash flows from financing activities
	Proceeds from issuance of series A redeemable preferred stock to parent					442,685			100,000
	Borrowings under long-term credit facilities					88,142			135,079
	Repayments under long-term credit facilities					(13,240	)		(7,623	)
	Capital contributions from minority stockholders					6,223			8,403
	(Repayments to) borrowings from parent, net					(1,586	)		8,809
	Deferred financing costs					—			(2,609	)
	Exercise of stock options and warrants					1,721			110
				Net cash provided by financing activities		523,945			242,169
Effect of exchange rate changes on cash and cash equivalents						219			(5,184	)
Net increase in cash and cash equivalents						167,407			20,071
Cash and cash equivalents, beginning of period						100,028			121,116
Cash and cash equivalents, end of period					$	267,435		$	141,187
Supplemental disclosure of cash flow information
	Cash paid for interest				$	45,962		$	2,559

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1.  Basis of Presentation.

      As used in these condensed consolidated financial statements, the terms “we,” “us,” “our” and “Nextel International,” refer to Nextel International, Inc. and our consolidated subsidiaries. Nextel International is an indirect, substantially wholly owned subsidiary of Nextel Communications, Inc. Unless the context requires otherwise, references to Nextel Communications refer to Nextel Communications, Inc. and its consolidated subsidiaries.

      Our unaudited condensed consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission and reflect all adjustments that are necessary for a fair presentation of the results for interim periods. All adjustments made were normal recurring accruals.

      You should read the condensed consolidated financial statements in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 1999. You should not expect results of operations of interim periods to be an indication of the results for a full year.

      Restricted Cash and Cash Equivalents. Some of our subsidiaries held cash and cash equivalents of $10.5 million as of June 30, 2000 and $6.2 million as of December 31, 1999, that were not available to fund any of the cash needs of Nextel International, Inc. or any of our other subsidiaries due to restrictions contained in some of our debt agreements.

      Short-Term Investments. Short-term investments consist of commercial paper with original maturities of greater than three months and less than one year.

      Supplemental Cash Flow Information.

		Six Months
		Ended
		June 30,
		2000		1999
		(in thousands)
Capital expenditures
	Cash paid for capital expenditures	$	141,380	$	86,906
	Change in capital expenditures accrued and unpaid or financed		111,304		5,313
		$	252,684	$	92,219
Interest costs
	Interest expense	$	106,660	$	82,220
	Interest capitalized		7,121		3,963
		$	113,781	$	86,183

      Digital Subscriber Unit and Accessory Sales and Related Costs. We deliver our wireless service through handset devices, which we refer to as subscriber units. The loss generated from the sale of subscriber units used in our digital enhanced specialized mobile radio, referred to as ESMR, networks primarily results from our subsidy of digital subscriber units and accessories and represents marketing costs. Consolidated digital subscriber unit and accessory sales and the related cost of sales, including current period order fulfillment and

7

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

installation related expenses, and write downs of digital subscriber unit inventory and related accessories for shrinkage and obsolescence, are classified within selling, general and administrative expenses as follows:

	Six Months Ended						Three Months Ended
	June 30,						June 30,
	2000			1999			2000			1999
	(in thousands)
Subscriber unit and accessory sales	$	16,830		$	10,388		$	10,221		$	4,229
Cost of subscriber unit and accessory sales		45,476			23,854			26,174			11,546
	$	(28,646	)	$	(13,466	)	$	(15,953	)	$	(7,317	)

      New Accounting Pronouncements. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which, as amended by SFAS No. 138 in June 2000, establishes accounting and reporting standards for derivative instruments, including some derivatives embedded in other contracts, and for hedging activities by requiring that all derivatives be recognized on the balance sheet and measured at fair value. In June 1999, the FASB issued SFAS No. 137, “Deferral of the Effective Date of FASB Statement No. 133 — an Amendment of FASB Statement No. 133,” which deferred the effective date for us until January 1, 2001. We are in the process of evaluating the potential impact of this statement on our financial position and results of operations.

      In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements,” which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. The guidelines in SAB No. 101 must be adopted by the fourth quarter of 2000. Based on our current assessment and guidance provided to date by the Securities and Exchange Commission, we do not believe that SAB No. 101 will have a material impact on our financial position and results of operations.

      In March 2000, the FASB issued Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation, an Interpretation of APB Opinion No. 25,” which clarifies the application of APB Opinion No. 25 for certain issues including: (1) the definition of an employee for purposes of applying APB Opinion No. 25, (2) the criteria for determining whether a plan qualifies as a noncompensatory plan, (3) the accounting consequences of various modifications to the terms of a previously fixed stock option or award and (4) the accounting for an exchange of stock compensation awards in a business combination. Interpretation No. 44 is effective July 1, 2000, but certain conclusions cover specific events that occur either after December 15, 1998 or January 12, 2000. We do not expect the adoption of this guidance on July 1, 2000 will have a material impact on our financial position or results of operations.

      In May 2000, the Emerging Issues Task Force reached a consensus on Issue No. 00-14, “Accounting for Certain Sales Incentives,” which addresses the recognition, measurement and income classification for sales incentives offered voluntarily by vendors, without cost to consumers, as a result of a single exchange transaction. We are required to and will adopt EITF Issue No. 00-14 in the fourth quarter of 2000. We are in the process of evaluating the potential impact of this consensus on our financial position and results of operations.

      Reclassifications. Certain prior period amounts have been reclassified to conform to our current year presentation.

Note 2.  Significant Transactions and Developments.

      Increase in Ownership Interest in NEXNET. In March 2000, as a consequence of capital contributions made to our Japanese affiliate, NEXNET Co., Ltd., by some of its stockholders to supply funds that a

8

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stockholder was required but declined to contribute, the stockholder transferred a portion of its shares to the contributing stockholders, including us. On March 30, 2000, we purchased additional shares for about $0.4 million in cash and were granted an option, exercisable at any time prior to March 31, 2001, to purchase any or all of the remaining shares of NEXNET stock owned by the same stockholder. As a result of these share acquisitions, our equity ownership interest in NEXNET has increased from about 21% to about 32%. If we exercise the option, our equity ownership interest would increase to about 44%.

      Purchase of Common Equity Shares in Companies in Brazil, Peru and Chile. In May 2000, we purchased another stockholder’s interest in Nextel del Peru, S.A., referred to as Nextel Peru, for about $2.8 million in cash and increased our ownership from about 63% to about 69%.

      Also in May 2000, we purchased all of the equity interests of Motorola International Development Corporation, referred to as Motorola International, in Nextel Peru, which increased our ownership from about 69% to 100%. At the same time, we purchased all of Motorola International’s equity interests in our Brazilian operations, which increased our effective ownership in our Brazilian operations from about 88% to about 92%. In August 2000, we purchased the remaining 8% from the remaining minority stockholders, as described in Note 4, increasing our ownership interest in McCaw International (Brazil), Ltd., referred to as McCaw Brazil, to 100%. In May 2000, we also purchased all of Motorola International’s equity interests in three Chilean analog specialized mobile radio, referred to as SMR, companies, which were wholly owned by Motorola International. We have entered into an agreement with Motorola International to manage these three Chilean SMR companies during a transition period. The aggregate purchase price paid to Motorola International for these acquisitions in Brazil, Peru and Chile was about $77.7 million in cash.

      Shanghai, Peoples Republic of China Negotiations. As a result of recent changes to the regulatory environment in China, Shanghai CCT-McCaw Telecommunications Systems Co., Ltd., a joint venture in which we own a 30% interest, referred to as Shanghai CCT McCaw, terminated an agreement with China United Telecommunications Corporation, referred to as Unicom, under which we had the right to share in the profits of the cellular network in Shanghai, referred to as the Shanghai GSM System. In consideration for entering into this termination agreement, Shanghai CCT McCaw received about $61.3 million in cash, and we received warrants to purchase shares of Unicom stock. The warrants are exercisable for about 8.2 million shares during the period commencing in December 2000 and ending in June 2001 at the initial public offering price of HK$15.58 or US$2.00 per share. In May 2000, we received a reimbursement of $7.5 million for advances we previously made to Shanghai CCT McCaw. We are currently working with the other stockholders of the joint venture to arrange for the reimbursement of expenses incurred by the stockholders related to their investment in Shanghai CCT McCaw and the sale of our interests in the joint venture. Any funds remaining after payment of these expenses and satisfaction of other existing obligations will be distributed among the stockholders of Shanghai CCT McCaw. We would be entitled to receive 30% of the total amount distributed based on our ownership interest. The carrying value of our investment in Shanghai CCT McCaw was about $7.3 million as of June 30, 2000, which we expect to fully recover based on the terms of the agreement. This investment is included in the prepaid expenses and other caption in the accompanying balance sheet as of June 30, 2000.

      Additional Capital. On April 4, 2000, we received an advance of $77.7 million from a wholly owned subsidiary of Nextel Communications in connection with the anticipated purchase of Motorola International’s equity interest in Nextel Telecomunições Ltda., referred to as Nextel Brazil, Nextel Peru and three Chilean companies as discussed above. On June 2, 2000, we issued 777 shares of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications as repayment of this intercompany advance. Additionally, on April 7, 2000, we issued 1,500 shares of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications in exchange for cash proceeds of $150.0 million. On June 12, 2000, all of the shares of series A exchangeable redeemable preferred

9

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stock outstanding at that time, including the accretion to liquidation preference value of $61.3 million, were exchanged for our common stock. On June 29, 2000, we issued 2,150 shares of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications in exchange for cash proceeds of $215.0 million.

      Stock Split. On June 2, 2000, our board of directors approved an increase in the number of authorized shares of common stock from 73,000,000 to 200,000,000, enabling us to complete a 4-for-1 common stock split, which was effective June 20, 2000. Information presented throughout these financial statements and related notes has been adjusted to reflect this 4-for-1 common stock split.

Note 3.  Long-Term Debt.

	June 30,			December 31,
	2000			1999
	(in thousands)
13.0% Senior Redeemable Discount Notes due 2007, net of unamortized discount of $205,593 and $252,323	$	745,870		$	699,140
12.125% Senior Serial Redeemable Discount Notes due 2008, net of unamortized discount of $204,130 and $234,280		525,870			495,720
International Motorola Financing Facility		172,600			139,146
International Motorola Incremental Facility		56,650			—
Brazil Motorola Financing Facility		112,500			103,757
Argentina Credit Facility		100,000			100,000
Motorola Argentina Incremental Facility		18,580			8,330
Other		1,662			2,403
		1,733,732			1,548,496
Less current portion		(67,098	)		(33,739	)
	$	1,666,634		$	1,514,757

      International Motorola Incremental Facility. On December 16, 1999, we entered into an agreement with Motorola Credit Corporation under which Motorola Credit committed to provide up to $56.6 million in incremental term loans to us to acquire infrastructure equipment and related services from Motorola. Loans under this facility mature December 31, 2001 and bear interest payable semi annually at variable rates based upon either the U.S. prime rate or the London Interbank Offered Rate, referred to as LIBOR. Loans under this facility are secured by a pledge of all of our shares of stock of Clearnet Communications, Inc, a publicly traded Canadian wireless communications company. On January 6, 2000, we borrowed the full $56.6 million available under this facility.

      Credit Facility Amendments. In December 1999, Nextel Argentina S.R.L., referred to as Nextel Argentina, and the lenders under the $100.0 million secured credit facility, referred to as the Argentina Credit Facility, amended the facility to modify several financial covenants applicable to the fourth quarter of 1999 and the first quarter of 2000. As contemplated in December 1999, on June 20, 2000, in conformity with our 2000 operating plan, Nextel Argentina and the lenders under the Argentina Credit Facility amended the facility to modify several financial covenants. As a condition to the effectiveness of those amendments, we amended the capital subscription agreement under which we contributed equity of $84.1 million to Nextel Argentina during 1999 and are now required to contribute equity of $134.5 million during 2000, $110.0 million during 2001 and $117.0 million during 2002, all subject to adjustment in case of certain events. As of June 30, 2000, Nextel Argentina had borrowed the entire $100.0 million available under the Argentina Credit Facility. Nextel Argentina is in compliance with all financial covenants contained in the facility, as amended.

10

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Also in the second quarter of 2000, we amended and restated the $125.0 million equipment financing agreement between McCaw Brazil (International), Ltd., referred to as McCaw Brazil, and Motorola Credit Corporation to effect certain administrative changes.

Note 4.  Contingencies.

      McCaw Brazil Ownership. We entered into a purchase, release and settlement agreement dated as of July 21, 2000 with the Founders Group, who collectively were the minority stockholders in McCaw Brazil, which indirectly owns 100% of Nextel Brazil. Under that agreement, on August 4, 2000, we (1) made a cash payment to members of the Founders Group totaling $146.0 million, (2) received all of the equity interests held by the Founders Group in McCaw Brazil and (3) exchanged mutual releases with all of the members of the Founders Group. In addition, all pending court disputes between us and Telcom Ventures, a member of the Founders Group, have been permanently dismissed. For a description of these disputes, see Notes 2 and 9 in our 1999 Annual Report on Form 10-K. As a result, all rights of the Founders Group as minority stockholders in McCaw Brazil, including their rights to put their equity interests to us beginning in October 2001, have terminated. We will account for this additional investment in McCaw Brazil using the purchase method.

      See also Part II, Item 1. “Legal Proceedings” for discussion of other legal matters.

Note 5.  Segment Reporting.

      We operate in four reportable segments 1) Brazil, 2) Mexico, 3) Argentina and 4) Peru. The operations of all other businesses that fall below the reporting thresholds are included in the “Corporate and Other” segment below, which include the three Chilean analog SMR companies purchased in May 2000 and corporate entities which hold equity investments in the Philippines and Japan.

      Our segments reflect our geographic focus and are defined as separately reportable operating segments immediately after we obtain a controlling interest in the entity. We evaluate performance of these segments and allocate resources to them based on losses before interest, taxes, depreciation and amortization and other non-recurring charges, referred to as segment losses. Intercompany eliminations have been included in Corporate and Other.

													Corporate
	Brazil			Mexico			Argentina			Peru			and Other			Consolidated
	(in thousands)
For the Six Months Ended June 30, 2000
Operating revenues	$	35,115		$	35,940		$	31,347		$	8,243		$	155		$	110,800
Segment losses	$	(21,087	)	$	(16,933	)	$	(7,608	)	$	(7,735	)	$	(14,139	)	$	(67,502	)
Depreciation and amortization		(20,990	)		(14,830	)		(21,687	)		(4,416	)		(3,260	)		(65,183	)
Interest expense		(11,563	)		—			(7,660	)		(951	)		(86,486	)		(106,660	)
Interest income		263			127			888			82			4,187			5,547
Equity in losses of unconsolidated affiliates		—			—			—			—			(17,284	)		(17,284	)
Foreign currency transaction gains (losses), net		5,986			65			—			(110	)		(19	)		5,922
Minority interest in losses of subsidiaries		3,721			—			—			2,783			—			6,504
Other, net		(684	)		(30	)		(637	)		197			(752	)		(1,906	)
Loss before income tax provision	$	(44,354	)	$	(31,601	)	$	(36,704	)	$	(10,150	)	$	(117,753	)	$	(240,562	)
Capital expenditures	$	114,048		$	76,295		$	38,293		$	23,121		$	927		$	252,684

11

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

													Corporate
	Brazil			Mexico			Argentina			Peru			and Other			Consolidated
	(in thousands)
For the Six Months Ended June 30, 1999
Operating revenues	$	16,043		$	8,862		$	15,874		$	981		$	—		$	41,760
Segment losses	$	(39,439	)	$	(15,037	)	$	(23,792	)	$	(6,501	)	$	(7,765	)	$	(92,534	)
Depreciation and amortization		(19,699	)		(12,313	)		(13,383	)		(2,135	)		(4,352	)		(51,882	)
Interest expense		(3,732	)		(501	)		(5,068	)		(216	)		(72,703	)		(82,220	)
Interest income		1,057			120			70			106			1,474			2,827
Equity in losses of unconsolidated affiliates		—			—			—			—			(11,520	)		(11,520	)
Foreign currency transaction losses, net		(42,848	)		(269	)		(3	)		(415	)		(2,329	)		(45,864	)
Minority interest in losses of subsidiaries		10,888			—			—			2,411			—			13,299
Other, net		(166	)		795			120			70			(494	)		325
Loss before income tax provision	$	(93,939	)	$	(27,205	)	$	(42,056	)	$	(6,680	)	$	(97,689	)	$	(267,569	)
Capital expenditures	$	21,797		$	14,436		$	38,523		$	10,352		$	7,111		$	92,219
For the Three Months Ended June 30, 2000
Operating revenues	$	20,278		$	20,759		$	17,111		$	5,322		$	155		$	63,625
Segment losses	$	(7,758	)	$	(9,416	)	$	(4,689	)	$	(3,888	)	$	(7,704	)	$	(33,455	)
Depreciation and amortization		(10,660	)		(7,589	)		(10,185	)		(2,427	)		(1,821	)		(32,682	)
Interest expense		(7,050	)		—			(3,900	)		(564	)		(42,431	)		(53,945	)
Interest income		222			61			860			32			4,024			5,199
Equity in losses of unconsolidated affiliates		—			—			—			—			(10,171	)		(10,171	)
Foreign currency transaction losses, net		(5,957	)		(438	)		—			(208	)		(12	)		(6,615	)
Minority interest in losses of subsidiaries		2,904			—			—			850			—			3,754
Other, net		(731	)		(91	)		(296	)		1			(425	)		(1,542	)
Loss before income tax provision	$	(29,030	)	$	(17,473	)	$	(18,210	)	$	(6,204	)	$	(58,540	)	$	(129,457	)
Capital expenditures	$	62,822		$	48,336		$	16,508		$	8,949		$	511		$	137,126
For the Three Months Ended June 30, 1999
Operating revenues	$	7,491		$	5,021		$	8,864		$	523		$	—		$	21,899
Segment losses	$	(18,245	)	$	(6,599	)	$	(13,575	)	$	(3,367	)	$	(4,758	)	$	(46,544	)
Depreciation and amortization		(11,015	)		(6,366	)		(6,961	)		(1,538	)		(2,588	)		(28,468	)
Interest expense		(2,053	)		(182	)		(3,079	)		(216	)		(37,996	)		(43,526	)
Interest income		638			58			35			49			509			1,289
Equity in losses of unconsolidated affiliates		—			—			—			—			(6,869	)		(6,869	)
Foreign currency transaction gains (losses), net		20,767			572			(3	)		185			(688	)		20,833
Minority interest in losses of subsidiaries		—			—			—			1,258			—			1,258
Other, net		(176	)		122			(160	)		2			(327	)		(539	)
Loss before income tax provision	$	(10,084	)	$	(12,395	)	$	(23,743	)	$	(3,627	)	$	(52,717	)	$	(102,566	)
Capital expenditures	$	8,646		$	2,133		$	20,763		$	5,849		$	6,201		$	43,592

12

NEXTEL INTERNATIONAL, INC. AND SUBSIDIARIES

(A Substantially Wholly Owned Subsidiary of Nextel Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

									Corporate
	Brazil		Mexico		Argentina		Peru		and Other		Consolidated
	(in thousands)
As of June 30, 2000
Property, plant and equipment, net	$	323,663	$	199,343	$	149,983	$	73,803	$	8,437	$	755,229
Identifiable assets	$	564,080	$	495,722	$	278,237	$	123,553	$	662,418	$	2,124,010
As of December 31, 1999
Property, plant and equipment, net	$	216,385	$	131,320	$	130,428	$	54,956	$	6,366	$	539,455
Identifiable assets	$	419,460	$	410,510	$	248,959	$	80,444	$	522,419	$	1,681,792

Note 6. Subsequent Events.

      Debt Issuance. As more fully discussed in “Item 2. Management’s Discussion and Analysis of Financial Position and Results of Operations — C. Post Second Quarter Transactions and Developments,” on August 1, 2000, we completed the issuance and sale in a private placement of an aggregate of $650.0 million in principal amount of our 12.75% senior serial notes due 2010, generating about $623.8 million in net cash proceeds.

      Nextel Philippines. On July 28, 2000, we increased our direct and indirect ownership interests in Nextel Communications Philippines, Inc., referred to as Nextel Philippines, from about 38% to about 51% through the purchase of some of the minority owners’ equity interests in Nextel Philippines for about $9.8 million.

13

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

A.  Overview.

      The following discussion of our condensed consolidated financial condition and results of operations for the six-and three-month periods ended June 30, 2000 and 1999, and significant factors that could affect our prospective financial condition and results of operations, should be read in conjunction with our 1999 Annual Report on Form 10-K.

      We provide integrated digital wireless communications services targeted at meeting the needs of business customers in selected international markets. Our principal operations are in Latin American markets in Brazil, Mexico, Argentina and Peru. We have recently expanded our wireless footprint in Latin America by purchasing SMR companies formerly owned by Motorola International with SMR licenses in Chile. We are also equity participants in wireless communications providers in the Philippines and Japan and have an equity interest in Clearnet, a leading wireless provider in Canada. Through our operating subsidiaries and affiliates, referred to as our Operating Companies, we provide SMR wireless communications services in the five largest cities in Latin America and two of the ten largest cities in Asia.

      We use integrated digital enhanced network transmission technology, or iDEN®, developed by Motorola, to provide our digital enhanced SMR, or ESMR, services, in our markets. Digital ESMR allows us to utilize our spectrum more efficiently. We are designing and constructing digital ESMR networks using iDEN technology to support a full complement of digital wireless services, including paging, short-text messaging, Internet connectivity and advanced calling features, such as two-way calling, voicemail and call forwarding. We market our services under the “Nextel™” name in Latin America and the Philippines; our Japanese affiliate markets them under the “NEXNET™” name; and Clearnet markets its services under the “Mike™” name.

      During the second quarter of 2000, we launched “Nextel Worldwide™” with the introduction of the “i2000™” subscriber unit. The i2000, which is manufactured by Motorola, is a dual mode handset that operates on both the iDEN technology and Global System for Mobile Communications, referred to as GSM, 900 MHz digital wireless technology.

      Through some recent transactions, we increased our ownership interests in Nextel Philippines from about 38% to about 51% and in McCaw Brazil from about 92% to 100%. As a result of the Brazilian transaction, our ownership interest in all of our Latin American subsidiaries is 100%. The table below provides an overview of our total and proportionate share of digital subscriber units in service as of June 30, 2000 and 1999 based on our ownership interests in effect at each date. The table also provides our pro forma proportionate share of digital subscriber units in service as of June 30, 2000, giving effect to the recent increases in our ownership

14

interests described above. We intend to report our digital subscriber unit net additions during the third quarter using the pro forma second quarter ending digital subscriber units in service as the starting reference point.

									Pro forma
									Proportionate
					Proportionate				Digital
	Total Digital				Digital Subscriber				Subscriber
	Subscriber Units				Units				Units
	June 30,		June 30,		June 30,		June 30,		June 30,
Country	2000		1999		2000		1999		2000
	(in thousands)
Brazil		204		73		187		64		204
Mexico		133		28		133		28		133
Argentina		90		45		90		45		90
Peru		42		8		42		5		42
Philippines		37		18		14		7		19
Japan		48		41		15		9		15
Canada		672		408		97		63		97
China		—		231		—		28		—
Chile		—		—		—		—		—
Total		1,226		852		578		249		600

B.  Second Quarter Transactions and Developments.

      1.  Purchase of Common Equity Shares in Companies in Brazil, Peru and Chile. In May 2000, we purchased another stockholder’s interest in Nextel Peru for about $2.8 million in cash and increased our ownership from about 63% to about 69%.

      Also in May 2000, we purchased all of the equity interests of Motorola International in Nextel Peru, which increased our ownership from about 69% to 100%. At the same time, we purchased all of Motorola International’s equity interests in our Brazilian operations, which increased our effective ownership in our Brazilian operations from about 88% to about 92%. In August 2000, we purchased the remaining 8% from the remaining minority stockholders, as described in C. — Post Second Quarter Transactions and Developments, increasing our ownership interest in McCaw Brazil to 100%. In May 2000, we also purchased all of Motorola International’s equity interests in three Chilean analog SMR companies, which were wholly owned by Motorola International. We have entered into an agreement with Motorola International to manage these three Chilean SMR companies during a transition period. The aggregate purchase price paid to Motorola International for these acquisitions in Brazil, Peru and Chile was about $77.7 million in cash.

      2.  Shanghai, Peoples Republic of China Negotiations. As a result of recent changes to the regulatory environment in China, Shanghai CCT-McCaw, a joint venture in which we own a 30% interest, terminated an agreement with Unicom under which we had the right to share in the profits of the Shanghai GSM System. In consideration for entering into this termination agreement, Shanghai CCT McCaw received about $61.3 million in cash, and we received warrants to purchase shares of Unicom stock. In May 2000, we received a reimbursement of $7.5 million for advances we previously made to Shanghai CCT McCaw. We are currently working with the other stockholders of the joint venture to arrange for the reimbursement of expenses incurred by the stockholders related to their investment in Shanghai CCT McCaw and the sale of our interests in the joint venture. Any funds remaining after payment of these expenses and satisfaction of other existing obligations will be distributed among the stockholders of Shanghai CCT McCaw. We would be entitled to receive 30% of the total amount distributed based on our ownership interest.

      3.  Brazil Regulatory Development. On April 14, 2000, Brazil’s telecommunications regulatory agency, Agência Nacional de Telecomunicações, referred to as Anatel, issued new regulations relating to the provision of SMR services in Brazil. As a result, Brazil has opened its doors wider to competition in the mobile wireless segment where we operate. These new regulations have relaxed restrictions that significantly limited the ability of Nextel Brazil and its affiliated companies to provide ESMR services to all potential business customer

15

groups and to be fully responsive to its customers’ demands and needs for mobile wireless communications services.

      4.  Additional Capital. On April 4, 2000, we received an advance of $77.7 million from a wholly owned subsidiary of Nextel Communications in connection with the anticipated purchase of Motorola International’s equity interest in Nextel Brazil, Nextel Peru and three Chilean companies as discussed above. On June 2, 2000, we issued 777 shares of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications as repayment of this intercompany advance. Additionally, on April 7, 2000, we issued 1,500 shares of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications in exchange for cash proceeds of $150.0 million. On June 12, 2000, all of the shares of series A exchangeable redeemable preferred stock outstanding at that time were exchanged for our common stock. On June 29, 2000, we issued 2,150 shares of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications in exchange for cash proceeds of $215.0 million.

      5.  Board of Director Actions. On June 2, 2000, our board of directors approved an increase in the number of authorized shares of common stock from 73,000,000 to 200,000,000, enabling us to complete a 4-for-1 common stock split, which was effective June 20, 2000. Information presented throughout this quarterly report has been adjusted to reflect this 4-for-1 common stock split. At the same time, our board of directors approved a new incentive equity plan that more closely resembles the plan of Nextel Communications. This plan was adopted by the plan administration committee on May 25, 2000.

      6.  Credit Facility Amendments. In December 1999, Nextel Argentina and the lenders under the Argentina Credit Facility amended the facility to modify several financial covenants applicable to the fourth quarter of 1999 and the first quarter of 2000. As contemplated in December 1999, on June 20, 2000, in conformity with our 2000 operating plan, Nextel Argentina and the lenders under the Argentina Credit Facility amended the facility to modify several financial covenants. As a condition to the effectiveness of those amendments, we amended the capital subscription agreement under which we contributed equity of $84.1 million to Nextel Argentina during 1999 and are now required to contribute equity of $134.5 million during 2000, $110.0 million during 2001 and $117.0 million during 2002, all subject to adjustment in case of certain events. As of June 30, 2000, Nextel Argentina had borrowed the entire $100.0 million available under the Argentina Credit Facility. Nextel Argentina is in compliance with all financial covenants contained in the facility, as amended.

      Also in the second quarter of 2000, we amended and restated the $125.0 million equipment financing agreement between McCaw Brazil and Motorola Credit Corporation to effect certain administrative changes.

C.  Post Second Quarter Transactions and Developments.

      1.  McCaw Brazil Ownership. We entered into a purchase, release and settlement agreement dated as of July 21, 2000 with the Founders Group, who collectively were the minority stockholders in McCaw Brazil. Under that agreement, on August 4, 2000, we (1) made a cash payment to members of the Founders Group totaling $146.0 million, (2) received all of the equity interests held by the Founders Group in McCaw Brazil and (3) exchanged mutual releases with all of the members of the Founders Group. In addition, all pending court disputes between us and Telcom Ventures, a member of the Founders Group, have been permanently dismissed. For a description of these disputes, see Part I, “Item 3. Legal Proceedings — McCaw Brazil” in our 1999 Annual Report on Form 10-K. As a result, all rights of the Founders Group as minority stockholders in McCaw Brazil, including their rights to put their equity interests to us beginning in October 2001, have terminated.

      2.  Nextel Philippines. On July 28, 2000, we increased our direct and indirect ownership interests in Nextel Philippines from about 38% to about 51% through the purchase of some of the minority owners interests in Nextel Philippines for about $9.8 million.

16

      3.  12.75% Senior Serial Redeemable Notes due 2010. In August 2000, we completed the issuance and sale in a private placement of $650.0 million in principal amount of our 12.75% senior serial redeemable notes due 2010, generating about $623.8 million in net cash proceeds. Cash interest is payable semi annually beginning February 1, 2001 at a rate of 12.75% per year. The senior serial notes are redeemable in whole or in part, at our option, at any time on or after August 1, 2005 at specified redemption prices plus accrued and unpaid interest. Up to 35% of the original principal amount of these outstanding senior serial notes may be redeemed (using the proceeds of specified kinds of our capital stock) on or prior to August 1, 2003, at our option under specified circumstances, at 112.75% of their principal amount plus accrued and unpaid interest to the date of redemption. These notes are senior unsecured indebtedness of ours and rank equal in right of payment with all our other unsubordinated, unsecured indebtedness. In connection with the issuance of these notes, we amended some of our vendor financing agreements with Motorola Credit and entered into a Second Amended and Restated First Opportunity Agreement with Nextel Communications.

      Because these notes were issued in a private placement, they may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act of 1933. In the event that these notes are not registered with the Securities and Exchange Commission prior to February 1, 2001, additional incremental interest on the principal amount of these notes will accrue until they are registered or other requirements are met.

D.  Results of Operations.

      The following discussion compares our condensed consolidated financial condition and results of operations for the six- and three-month periods ended June 30, 2000 and 1999, and describes significant factors that could affect our prospective financial condition and results of operations.

      Historical results may not indicate future performance. See “F. Our Forward Looking Statements are Subject to a Variety of Factors that Could Cause Actual Results to Differ Materially From Current Beliefs.”

     1.  Operating Revenues.

      Operating revenues include service revenues, which consist primarily of charges for airtime usage and monthly network access fees from providing mobile wireless services.

				% of					% of			Increase from
				Consolidated					Consolidated			Previous Year
		June 30,		Operating			June 30,		Operating
		2000		Revenues			1999		Revenues			Dollars		Percent
		(dollars in thousands)
Six Months Ended
Operating revenues		$	110,800		100	%	$	41,760		100	%	$	69,040		165	%
	Brazil		35,115		32	%		16,043		38	%		19,072		119	%
	Argentina		31,347		28	%		15,874		38	%		15,473		98	%
	Mexico		35,940		33	%		8,862		21	%		27,078		306	%
	Peru		8,243		7	%		981		3	%		7,262		NM
	Corporate & Other		155		0	%		—		—			155		NM

17

				% of					% of			Increase from
				Consolidated					Consolidated			Previous Year
		June 30,		Operating			June 30,		Operating
		2000		Revenues			1999		Revenues			Dollars		Percent
		(dollars in thousands)
Three Months Ended
Operating revenues		$	63,625		100	%	$	21,899		100	%	$	41,726		191	%
	Brazil		20,278		32	%		7,491		34	%		12,787		171	%
	Argentina		17,111		27	%		8,864		41	%		8,247		93	%
	Mexico		20,759		33	%		5,021		23	%		15,738		313	%
	Peru		5,322		8	%		523		2	%		4,799		NM
	Corporate & Other		155		0	%		—		—			155		NM

NM-Not Meaningful

     Operating revenues increased primarily due to growth in the number of our digital subscriber units in service and higher average monthly revenue per digital subscriber unit. The growth in the number of digital subscriber units in service of our consolidated subsidiaries, primarily in Brazil, Mexico and Argentina, from 154,000 at June 30, 1999 to about 469,100 at June 30, 2000 is the result of a number of factors, principally:

•  the introduction of new products and services, such as international roaming services;

•  an increased number of indirect distributors;

•  the expansion of coverage in existing markets;

•  a continued emphasis on increasing brand awareness, primarily through increased advertising; and

•  the launch of digital interconnect ESMR service in Peru during June 1999. Prior to June 1999, only two-way radio digital dispatch service was available from Nextel Peru, and the potential customer base expanded significantly with the addition of interconnect service.

      The higher average monthly revenue per digital subscriber unit is the result of a number of factors, principally:

•  the establishment of the calling party pays program in Argentina, resulting in additional revenue via fees paid by non-subscribers placing calls to our subscribers in Argentina;

•  the introduction of digital interconnect ESMR service in Peru during June 1999, which has generated higher revenues per digital subscriber unit than the two-way radio digital dispatch service previously available; and

•  a shift in our customer use patterns away from use of digital two-way radio only to full use of our integrated services, with a corresponding increase in number of minutes of use of our digital services.

     2.  Cost of Revenues.

      Cost of revenues consists primarily of network operating costs, including site rent and utilities, and interconnection fees assessed by local exchange carriers.

				% of					% of			Increase from
				Consolidated					Consolidated			Previous Year
		June 30,		Operating			June 30,		Operating
		2000		Revenues			1999		Revenues			Dollars		Percent
		(dollars in thousands)
Six Months ended
Cost of revenues		$	29,652		27	%	$	18,072		43	%	$	11,580		64	%
	Brazil		10,278		9	%		6,873		16	%		3,405		50	%
	Argentina		8,448		8	%		6,060		15	%		2,388		39	%
	Mexico		8,482		8	%		4,586		11	%		3,896		85	%
	Peru		2,418		2	%		553		1	%		1,865		337	%
	Corporate & Other		26		0	%		—		—			26		100	%

18

				% of					% of			Increase from
				Consolidated					Consolidated			Previous Year
		June 30,		Operating			June 30,		Operating
		2000		Revenues			1999		Revenues			Dollars		Percent
		(dollars in thousands)
Three Months ended
Cost of revenues		$	15,690		25	%	$	9,106		42	%	$	6,584		72	%
	Brazil		5,729		9	%		3,545		16	%		2,184		62	%
	Argentina		4,409		7	%		3,096		14	%		1,313		42	%
	Mexico		4,113		7	%		2,071		10	%		2,042		99	%
	Peru		1,413		2	%		394		2	%		1,019		259	%
	Corporate & Other		26		0	%		—		—			26		100	%

      The increase in cost of revenues is primarily attributable to interconnect costs on higher minutes of use and increased site lease costs and utilities that we incurred due to about an 80% increase in the number of cell sites we placed in service from June 30, 1999 to June 30, 2000.

     3.  Selling, General and Administrative Expenses.

												Increase
				% of					% of			(Decrease) from
				Consolidated					Consolidated			Previous Year
		June 30,		Operating			June 30,		Operating
		2000		Revenues			1999		Revenues			Dollars			Percent
		(dollars in thousands)
Six Months Ended
Selling, general and administrative		$	148,650		134	%	$	116,222		278	%	$	32,428			28	%
	Selling and marketing		91,861		83	%		49,758		119	%		42,103			85	%
	General and administrative		56,789		51	%		66,464		159	%		(9,675	)		(15	)%
Three Months Ended
Selling, general and administrative		$	81,390		128	%	$	59,337		271	%	$	22,053			37	%
	Selling and marketing		51,854		82	%		25,616		117	%		26,238			102	%
	General and administrative		29,536		46	%		33,721		154	%		(4,185	)		(12	)%

      The increase in selling and marketing expenses primarily reflects increased costs incurred in connection with higher consolidated sales of digital subscriber units across all of our reportable segments during the six and three months ended June 30, 2000, including:

•  $20.8 million and $12.6 million of additional advertising costs;

•  $15.2 million and $8.6 million of increased losses due to subsidies generated from increased sales of digital subscriber units and related accessories; and

•  $6.1 million and $5.0 million of increased commissions earned by employees, indirect dealers and distributors as a result of increased digital subscriber unit sales.

      The decrease in general and administrative expenses during the six and three months ended June 30, 2000 is due primarily to a $13.7 million and $10.1 million reduction of bad debt expense due to increased focus on credit and collection activities. This decrease was partially offset by a $4.0 million and a $5.9 million increase in expenses related to billing and customer care as a result of a larger customer base, as well as increases in personnel, facilities and general corporate expenses.

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     4.  Depreciation and Amortization.

												Increase
				% of					% of			(Decrease) from
				Consolidated					Consolidated			Previous Year
		June 30,		Operating			June 30,		Operating
		2000		Revenues			1999		Revenues			Dollars			Percent
		(dollars in thousands)
Six Months Ended
Depreciation and amortization		$	65,183		59	%	$	51,882		124	%	$	13,301			26	%
	Depreciation		52,058		47	%		38,524		92	%		13,534			35	%
	Amortization		13,125		12	%		13,358		32	%		(233	)		(2	)%
Three Months Ended
Depreciation and amortization		$	32,682		51	%	$	28,468		130	%	$	4,214			15	%
	Depreciation		25,948		41	%		21,736		99	%		4,212			19	%
	Amortization		6,734		10	%		6,732		31	%		2			0	%

      Depreciation and amortization increased primarily due to increased depreciation as a result of placing additional cell sites into service in existing markets to improve and enhance coverage of our digital ESMR networks. System assets relating to the development and expansion of our digital ESMR networks represent the largest portion of our capital expenditures during each period. Depreciation begins when system assets are placed into service in the relevant markets.

     5.  Segment Losses, Interest Expense, Interest Income and Other.

													Increase
				% of						% of			(Decrease) from
				Consolidated						Consolidated			Previous Year
		June 30,		Operating			June 30,			Operating
		2000		Revenues			1999			Revenues			Dollars			Percent
		(dollars in thousands)
Six Months Ended
Segment losses		$	67,502		61	%	$	92,534			222	%	$	(25,032	)		(27	)%
	Brazil		21,087		19	%		39,439			94	%		(18,352	)		(47	)%
	Argentina		7,608		7	%		23,792			57	%		(16,184	)		(68	)%
	Mexico		16,933		15	%		15,037			36	%		1,896			13	%
	Peru		7,735		7	%		6,501			16	%		1,234			19	%
	Corporate and other		14,139		13	%		7,765			19	%		6,374			82	%
Interest expense			106,660		96	%		82,220			197	%		24,440			30	%
Interest income			5,547		5	%		2,827			7	%		2,720			96	%
Equity in losses of unconsolidated affiliates			17,284		16	%		11,520			28	%		5,764			50	%
Foreign currency transaction gains (losses), net			5,922		5	%		(45,864	)		110	%		51,786			113	%
Minority interest in losses of subsidiaries			6,504		6	%		13,299			32	%		(6,795	)		(51	)%
Three Months Ended
Segment losses		$	33,455		53	%	$	46,544			213	%	$	(13,089	)		(28	)%
	Brazil		7,758		12	%		18,245			83	%		(10,487	)		(57	)%
	Argentina		4,689		7	%		13,575			62	%		(8,886	)		(65	)%
	Mexico		9,416		15	%		6,599			30	%		2,817			43	%
	Peru		3,888		6	%		3,367			15	%		521			15	%
	Corporate and other		7,704		12	%		4,758			22	%		2,946			62	%

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												Increase
				% of					% of			(Decrease) from
				Consolidated					Consolidated			Previous Year
	June 30,			Operating			June 30,		Operating
	2000			Revenues			1999		Revenues			Dollars			Percent
	(dollars in thousands)
Interest expense		53,945			85	%		43,526		199	%		10,419			24	%
Interest income		5,199			8	%		1,289		6	%		3,910			303	%
Equity in losses of unconsolidated affiliates		10,171			16	%		6,869		31	%		3,302			48	%
Foreign currency transaction (losses) gains, net		(6,615	)		10	%		20,833		95	%		(27,448	)		(132	)%
Minority interest in losses of subsidiaries		3,754			6	%		1,258		6	%		2,496			198	%

      We define segment losses as earnings (losses) before interest, taxes, depreciation and amortization and other non-recurring charges. We incurred segment losses across all of our consolidated subsidiaries during the six and three months ended June 30, 2000 and 1999. Segment losses in Brazil and Argentina have decreased for the six- and three-month periods ending June 30, 2000 as a result of increases in revenue due to subscriber growth in Brazil, subscriber growth and average revenue per unit increases in Argentina and reductions in bad debt expense in both markets. We expect these segment losses to continue for the next several years while we expand our digital ESMR networks and business activities, grow our subscriber base and strengthen the support systems necessary to service our growing number of subscribers.

      The increase in interest expense for the six and three months ended June 30, 2000, resulted from higher levels of outstanding debt drawn primarily to finance our current expansion and improvement of digital ESMR network coverage in our Latin American markets.

      The increase in interest income for the six and three months ended June 30, 2000 is primarily due to higher average outstanding cash balances as a result of $442.7 million in proceeds received from the issuance of series A exchangeable redeemable preferred stock during the second quarter of 2000.

      The increase in equity in losses of unconsolidated affiliates for the six and three months ended June 30, 2000 is attributable to increased operating losses incurred by Nextel Philippines and NEXNET.

      The foreign currency transaction gain for the six-month period ended June 30, 2000 is due primarily to the strengthening of the Brazilian real relative to the U.S. dollar during the first quarter of 2000 offset by the weakening of the Brazilian real relative to the U.S. dollar during the second quarter of 2000. The foreign currency transaction loss for the six-month period ended June 30, 1999 is due primarily to the weakening of the Brazilian real relative to the U.S. dollar during the first quarter of 1999 slightly offset by the strengthening of the Brazilian real relative to the U.S. dollar during the second quarter of 1999.

      The decrease in minority interest in losses of subsidiaries for the six and three months ended June 30, 2000 is attributable primarily to the reductions in minority stockholders’ percentage shares of net operating losses in Nextel Brazil and Nextel Peru.

E.  Liquidity and Capital Resources

      Working capital increased by $84.1 million to $65.8 million at June 30, 2000 compared to a working capital deficit of $18.3 million at December 31, 1999 primarily relating to the increase in cash and cash equivalents resulting from the proceeds of $442.7 million generated by the issuance of series A exchangeable redeemable preferred stock in the second quarter of 2000. This working capital increase was partially offset by the utilization of a portion of the proceeds to fund capital expenditures and additional investments in consolidated subsidiaries.

      We incurred losses attributable to common stockholders of $302.3 million for the six months ended June 30, 2000 and losses attributable to common stockholders of $268.0 million for the six months ended

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June 30, 1999. We had losses attributable to common stockholders of $191.4 million during the second quarter of 2000 and $102.7 million during the second quarter of 1999. The operating expenses and capital expenditures associated with developing, enhancing and operating our digital ESMR networks have more than offset our operating revenues. Our operating expenses, debt service obligations and anticipated capital expenditures are expected to continue to more than offset operating revenues for the next several years. We have consistently used external sources of funds, primarily from debt incurrences and from the issuance of our series A exchangeable redeemable preferred stock to a wholly owned subsidiary of Nextel Communications, to fund operations, capital expenditures, acquisitions and other nonoperating needs.

     1.  Cash Flows

      Capital expenditures to fund the continued expansion and enhancement of our digital ESMR networks continue to represent the largest use of our funds for investing activities. Cash payments for capital expenditures increased $54.5 million to $141.4 million for the six months ended June 30, 2000. The increase in capital expenditures is part of our strategy to focus on aggressive expansion and improvement of digital ESMR network coverage in our Latin American markets, primarily in Brazil and Mexico. During the first half of 2000, we used $80.5 million of cash to increase our ownership interests in Nextel Brazil and in Nextel Peru and to acquire new Operating Companies in Chile.

      Net cash provided by financing activities for the six months ended June 30, 2000 consists primarily of $442.7 million from the issuance of series A exchangeable redeemable preferred stock to our parent company, a wholly owned subsidiary of Nextel Communications, and $88.1 million from borrowings under vendor credit facilities offset by repayment of $13.2 million of long-term debt.

     2.  Future Capital Needs and Resources.

      Our strategy is focused on aggressive expansion and improvement of digital ESMR coverage in our Latin American markets, expansion into new markets and continued support as appropriate in light of perceived future prospects of our investments in Asia. Our business plan, which has been developed based on this strategy, is designed to improve subscriber unit growth, revenues and other key financial performance measurements. We have already begun to take the actions necessary to achieve the business plan. These actions include:

•  improving digital ESMR network coverage within our existing markets in Latin America;

•  expanding our digital ESMR network service to reach new areas in Latin America;

•  improving brand awareness;

•  introducing innovative pricing plans;

•  working closely with industry associations and local government offices to eliminate anti-competitive and anti-consumer regulations;

•  developing new and strengthening existing distribution channels; and

•  introducing new products and services.

      Our 2000 operating plan has been developed in anticipation of the continuing acceleration of the growth, and continuing improvements in the financial and operating performance, of our digital ESMR networks. Accordingly, we expect that anticipated cash expenditures during the remainder of 2000 will be focused on the following items:

•  capital expenditures to expand and improve digital ESMR network coverage in existing or targeted future markets, primarily in Latin America;

•  acquisition of additional spectrum to support entry into new digital ESMR network markets and/or to support increased network capacity and reduce future network construction expenditures in our existing digital ESMR markets;

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•  acquisition of additional ownership interests in existing Operating Companies;

•  debt service requirements;

•  capital contributions to support and develop our investment positions in Asia as appropriate in light of perceived future prospects; and

•  working capital requirements associated with our expanding operations in our existing and targeted future markets.

      Based on our assessment of the business activity and related cash needs of our Operating Companies, our available cash on hand and additional borrowing availability under our existing financing agreements, we believe that we will have adequate funding to continue our operations through the end of 2000. We expect that we will need to obtain additional funding to meet the anticipated cash needs associated with implementing our business plan beginning in 2001. In making this assessment, we have considered the increase in our cash needs attributable to potential acquisitions that are already subject to binding agreements or which we are currently negotiating, the $146.0 million paid to the members of the Founders Group and the related increase in our ownership interest in McCaw Brazil, as well as the future reductions in capital contributions from Motorola as a result of Motorola no longer being a minority owner in our consolidated subsidiaries in Peru and Brazil, and the anticipated receipt of cash representing the return of our investment in the Shanghai GSM system. This conclusion also takes into account:

•  our receipt of $623.8 million of net proceeds from the issuance of our 12.75% senior serial notes on August 1, 2000;

•  consolidated cash, cash equivalents and short-term investments of about $297.4  million at June 30, 2000;

•  the anticipated continued availability of unused borrowings of about $83.8  million in the aggregate under existing equipment financing facilities at June 30, 2000; and

•  the anticipated continuation for the balance of 2000 of arrangements providing extended payment terms for purchases of subscriber units under agreements with Motorola.

      The availability of borrowings under our financing agreements is subject to specified conditions and limitations, and we cannot provide assurance that those conditions will be met at the times that we need to access borrowings under the relevant facilities. The terms of our financing agreements also require us at specified times to maintain compliance with various operating and financial covenants or ratios, which may become more stringent over time. Any failure to meet these covenants or ratios could have adverse effects on us and our ability to implement our current business plan, such as making future borrowings under those agreements unavailable or requiring repayment of amounts previously borrowed under those agreements in advance of their currently scheduled maturities. In addition, our capital needs and our ability to adequately address those needs through existing or any future potential debt or equity funding sources are subject to a variety of factors that cannot presently be predicted with certainty, including, for example, the commercial success of our digital ESMR networks, the amount and timing of our capital expenditures and operating losses and the volatility and demand of the debt and equity markets.

      We have had and may in the future have discussions with third parties regarding potential acquisitions of and/or equity investments in those third parties or wireless communications businesses or assets owned by them. Consideration of these potential acquisitions and/or investments is part of our proactive approach to expanding coverage in our principal target markets in Latin America and also could represent financially attractive or strategically desirable investment opportunities elsewhere. At this time, other than the existing arrangements that have been consummated and other currently pending or potential transactions that are disclosed in this quarterly report, we have no material legally binding commitments or understandings with any third parties that would require us to purchase an interest in or otherwise make any investment in or financial commitment to any new ventures. Our current expectation of cash needs and anticipated availability of related required funding during 2000 do not reflect the impact of any potential acquisitions or investments that may occur other than those described above. Any potential acquisitions or investments could involve

23

significant additional funding needs in excess of those sources that we currently anticipate to be available, and thus could require us to raise additional equity or debt funding to successfully pursue, consummate and realize the potential benefits of those potential acquisitions or investments.

      If our business plans change, if economic conditions in any of our markets or competitive practices in the mobile wireless telecommunications industry, especially in Latin America, change materially from those currently prevailing or from those now anticipated to exist during 2000, or if other presently unexpected circumstances are encountered that have a material effect on the cash flow and/or profitability of our mobile wireless business, our anticipated cash needs as well as our conclusions as to the adequacy of our available sources could change significantly. We have been and will continue to be sensitive to abrupt changes in the financial markets and the business environments in those countries where we have operations, and will attempt to adjust our operating and financing plans accordingly.

      We have called upon Nextel Communications to provide us with significant financial support during 2000. Although we do not expect to request additional financing from Nextel Communications during the remainder of 2000, if we are unable to obtain necessary funding from other sources, we may seek additional financing from Nextel Communications. However, Nextel Communications has no legal obligation to make any additional equity investments or to otherwise advance any other funds to us. In addition to the absence of any legal obligation of Nextel Communications to provide funding to us, some of the agreements to which Nextel Communications currently is a party restrict the amount available to Nextel Communications and its relevant subsidiaries for specified purposes, including investments in and advances to us. To the extent we are unable, for any reason, to obtain sufficient funding from Nextel Communications after 2000, we cannot provide assurance whether or on what terms adequate replacement funding might be available from any other source. If we are unable to obtain the capital we require to implement our business plan, or to obtain it on acceptable terms and in a timely manner, we would attempt to take appropriate responsive actions to tailor our activities to our available financing, including making revisions to our business plan to accommodate the reduced funding. See “F. Our Forward Looking Statements Are Subject to a Variety of Factors that Could Cause Actual Results to Differ Materially From Current Beliefs.”

F. Our Forward Looking Statements Are Subject to a Variety of Factors that Could Cause Actual Results to Differ Materially from Current Beliefs.

      “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. A number of the statements made in the foregoing “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are not historical or current facts, but deal with potential future circumstances and developments. They can be identified by the use of forward-looking words such as “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should” or “anticipates” or other comparable words, or by discussions of strategy that involve risks and uncertainties. We warn you that these forward-looking statements are only predictions, which are subject to risks and uncertainties, including financial variations, changes in the regulatory environment, industry growth and trend predictions. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from our current expectations regarding the relevant matter or subject area. The operations and results of our wireless communications business also may be subject to the effect of other risks and uncertainties in addition to the other qualifying factors identified in the foregoing “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, including, but not limited to:

•  general economic conditions in Latin America and Asia and in the market segments that we are targeting for our digital ESMR network;

•  the availability of adequate quantities of system network and subscriber equipment and components to meet our service deployment and marketing plans and customer demand;

•  potential currency devaluations and exchange controls in countries in which our Operating Companies conduct business;

24

•  the accuracy of our estimates of the impact of foreign exchange volatility in our markets as compared to the U.S. dollar;

•  substantive terms of any international financial aid package that may be made available to any country in which our Operating Companies conduct business;

•  future legislation or regulatory actions relating to SMR or ESMR services, other wireless communication services or telecommunications generally;

•  the impact that economic conditions in Latin America and Asia, as well as other market conditions may have on the volatility and availability of equity and debt financing in domestic and international capital markets;

•  the success of efforts to improve and satisfactorily address any issues relating to our digital ESMR network performance;

•  the continued successful performance of the technology being deployed in our various market areas;

•  market acceptance of our new service offerings, including Nextel Worldwide;

•  the ability to achieve and maintain market penetration and average subscriber revenue levels sufficient to provide financial viability to our digital ESMR network business;

•  our ability to timely and successfully accomplish required scale-up of our billing, collection, customer care and similar back-room operations to keep pace with anticipated customer growth, increased system usage rates and growth in levels of accounts receivables being generated by the digital ESMR network customer base;

•  access to sufficient debt or equity capital to meet our operating and financial needs;

•  the quality and price of similar or comparable wireless communications services offered or to be offered by our competitors, including providers of cellular and PCS services; and

•  other risks and uncertainties described from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 1999 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

      We finance a portion of our operations through senior notes and bank and vendor credit facilities. These financial instruments expose us to market risks, including interest rate risk and foreign currency exchange risk. Our U.S. dollar denominated borrowings and vendor equipment financing account for about 90% of our cross currency exposure. The tenor of available hedging products is generally short-term and does not match our long-term capital flows. We are also exposed to interest rate risk due to fluctuations in the U.S. prime rate, LIBOR, Eurodollar rate and Average Base Rate, referred to as ABR. These rates are used to determine the variable rates of interest that are applicable to borrowings under our bank and vendor credit facilities.

      Our debt is denominated in U.S. dollars, while our operating revenues are denominated in foreign currencies. Fluctuations in exchange rates relative to the U.S. dollar, primarily those related to the Brazilian real and Mexican peso, expose us to significant foreign exchange risk. We attempt to protect our revenues and earnings from foreign currency exchange risks by periodically adjusting prices in local currencies.

      As of June 30, 2000, we held about $29.9 million of debt securities in the form of commercial paper as short-term investments classified as available-for-sale in accordance with Statement of Financial Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” As the weighted average maturity from the date of purchase was less than four months, these short-term investments do not expose us to a significant amount of interest rate risk.

      We hold an available-for-sale investment in the common stock of Clearnet, a publicly traded company, which had a fair value of $232.5 million at June 30, 2000. We report our investment at its fair market value in

25

our financial statements. Negative fluctuations in the stock price of Clearnet expose us to equity price risks. A 10% decline in the stock price would result in a $23.3 million decrease in the fair value of our investment in Clearnet.

      The table below presents principal cash flows by year of maturity for our fixed and variable rate debt obligations outstanding at June 30, 2000. Fair values are determined based on quoted market prices for our senior notes and carrying value for our bank and vendor credit facilities at June 30, 2000.

      Descriptions of our senior notes and bank and vendor credit facilities are contained in Note 7 to the consolidated financial statements in our 1999 Annual Report on Form 10-K and should be read in conjunction with the following table. The change in the total and fair values of our long-term debt as compared to December 31, 1999 reflects additional net borrowings under the existing bank and vendor credit facilities and the changes in the applicable market conditions.

		Year of Maturity
																				Total Due			Fair
		2000			2001			2002			2003			2004			Thereafter			At Maturity			Value
		(U.S. dollars in thousands)
Long-Term Debt:
	Fixed Rate	$	366		$	816		$	481		$	—		$	—		$	1,681,463		$	1,683,126		$	1,209,669
	Average Interest Rate		14.5	%		14.5	%		14.5	%		—			—			12.6	%		12.6	%
	Variable Rate		35,676			148,653			103,253			103,253			69,494			—			460,329			460,329
	Average Interest Rate		10.9	%		11.5	%		11.0	%		11.0	%		11.3	%		—			10.8	%

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PART II — OTHER INFORMATION.

Item 1.  Legal Proceedings.

      We and/or our Operating Companies are involved in certain legal proceedings that are described in our 1999 Annual Report on Form 10-K. During the three months ended June 30, 2000, there were no material changes in the status of or developments regarding such legal proceedings.

      We entered into a purchase, release and settlement agreement dated as of July 21, 2000 with the Founders Group, who collectively were the minority shareholders in McCaw Brazil. Under that agreement, on August 4, 2000, we (1) made a cash payment to members of the Founders Group totaling $146.0 million, (2) received all of the equity interests held by the Founders Group in McCaw Brazil and (3) exchanged mutual releases with all of the members of the Founders Group. In addition, all pending court disputes between Nextel International and Telcom Ventures, a member of the Founders Group, have been permanently dismissed. These disputes have been more fully described in our reports filed under the Securities Exchange Act of 1934, as amended. As a result, all rights of the Founders Group as minority stockholders in McCaw Brazil, including their rights to put their equity interests to us beginning in October 2001, have terminated.

Item 2.  Changes in Securities.

      (a)  Inapplicable.

      (b)  Inapplicable.

(c)  On April 7, 2000, we issued 1,500 shares of our series A exchangeable preferred stock to a wholly owned subsidiary of Nextel Communications and received $150.0 million in proceeds. On June  2, 2000, we issued 777 shares of our series A exchangeable preferred stock to a wholly owned subsidiary of Nextel Communications as repayment of a $77.7 million intercompany advance we received on April 4, 2000. On June 12, 2000, 5,266  shares of series A exchangeable preferred stock, including the issuances described above, plus accrued but unpaid dividends, were exchanged for 33,121,392 shares of common stock. On June  29, 2000, we issued 2,150 shares of our series A exchangeable preferred stock to a wholly owned subsidiary of Nextel Communications and received $215.0 million in proceeds. All of these transactions were exempt from registration under Section  4(2) of the Securities Act of 1933.

27

Item 6.  Exhibits and Reports on Form 8-K.

      (a)  List of Exhibits.

Exhibit
Number		Exhibit Description
	3.1	Article of Amendment to Nextel International’s Certificate of Incorporation entered into as of June 12, 2000.
	3.2	Restated Certificate of Incorporation of Nextel International.
	4.1	Indenture, dated as of August 1, 2000, by and between Nextel International, Inc. and The Bank of New York, as Trustee, relating to the 12.75% Senior Serial Notes due 2010 (filed on August 2, 2000 as Exhibit 4.1 to our Current Report on Form 8-K dated as of August 1, 2000 and incorporated herein by reference).
	4.2	Registration Rights Agreement, dated as of August 1, 2000, by and between Nextel International, Inc. and the placement agents named therein relating to the 12.75% Senior Serial Notes due 2010 (filed on August 2, 2000 as Exhibit 4.2 to our Current Report on Form 8-K dated as of August 1, 2000 and incorporated herein by reference).
	10.1	Third Amendment to Master Equipment Financing Agreement dated as of July 26, 2000 by and between Nextel International, Inc. and Motorola Credit Corporation.
	10.2	Secured Loan Agreement dated as of December 16, 1999 by and between Nextel International, Inc., the lenders named therein and Motorola Credit Corporation.
	10.3	First Amendment to Secured Loan Agreement dated as of July  26, 2000 by and between Nextel International, Inc., the lenders named therein and Motorola Credit Corporation.
	10.4	Second Amended and Restated Right of First Opportunity Agreement dated as of August 1, 2000 between Nextel International, Inc. and Nextel Communications, Inc.
	10.5	Nextel International, Inc. Incentive Equity Plan dated as of May 25, 2000.
	10.6	Amended and Restated Equipment Financing Agreement dated as of April 28, 2000 by and between McCaw International (Brazil), Ltd. and Motorola Credit Corporation.
	10.7	Amendment No. 5 dated as of June 20, 2000 between Nextel Argentina S.R.L. and the lenders named therein.
	10.8	Amendment No. 1 to the Amended and Restated Capital Subscription Agreement, dated as of June 20, 2000, by and among Nextel Argentina S.R.L., Nextel International (Argentina), Ltd. and Nextel International, Inc.
	27*	Financial Data Schedule.

*  Submitted only with the electronic filing of this document with the Securities and Exchange Commission pursuant to Regulation S-T under the Securities Act.

      (b)  Reports on Form 8-K.

           We did not file a Current Report on Form 8-K during the quarter ended June 30, 2000.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NEXTEL INTERNATIONAL, INC.

By:  /s/ J. VICENTE RIOS

Date: August 11, 2000

J. Vicente Rios

Vice President and Controller

29

Exhibit Index

Exhibit
Number		Exhibit Description
	3.1	Article of Amendment to Nextel International’s Certificate of Incorporation entered into as of June 12, 2000.
	3.2	Restated Certificate of Incorporation of Nextel International.
	4.1	Indenture, dated as of August 1, 2000, by and between Nextel International, Inc. and The Bank of New York, as Trustee, relating to the 12.75% Senior Serial Notes due 2010 (filed on August 2, 2000 as Exhibit 4.1 to our Current Report on Form 8-K dated as of August 1, 2000 and incorporated herein by reference).
	4.2	Registration Rights Agreement, dated as of August 1, 2000, by and between Nextel International, Inc. and the placement agents named therein relating to the 12.75% Senior Serial Notes due 2010 (filed on August 2, 2000 as Exhibit 4.2 to our Current Report on Form 8-K dated as of August 1, 2000 and incorporated herein by reference).
	10.1	Third Amendment to Master Equipment Financing Agreement dated as of July 26, 2000 by and between Nextel International, Inc. and Motorola Credit Corporation.
	10.2	Secured Loan Agreement dated as of December 16, 1999 by and between Nextel International, Inc., the lenders named therein and Motorola Credit Corporation.
	10.3	First Amendment to Secured Loan Agreement dated as of July  26, 2000 by and between Nextel International, Inc., the lenders named therein and Motorola Credit Corporation.
	10.4	Second Amended and Restated Right of First Opportunity Agreement dated as of August 1, 2000 between Nextel International, Inc. and Nextel Communications, Inc.
	10.5	Nextel International, Inc. Incentive Equity Plan dated as of May 25, 2000.
	10.6	Amended and Restated Equipment Financing Agreement dated as of April 28, 2000 by and between McCaw International (Brazil), Ltd. and Motorola Credit Corporation.
	10.7	Amendment No. 5 dated as of June 20, 2000 between Nextel Argentina S.R.L. and the lenders named therein.
	10.8	Amendment No. 1 to the Amended and Restated Capital Subscription Agreement, dated as of June 20, 2000, by and among Nextel Argentina S.R.L., Nextel International (Argentina), Ltd. and Nextel International, Inc.
	27*	Financial Data Schedule.

*  Submitted only with the electronic filing of this document with the Securities and Commission pursuant to Regulation S-T under the Securities Act.

30 EX-3.1 2 ex3-1.txt ARTICLE OF AMENDMENT 1 EXHIBIT 3.1 ARTICLES OF AMENDMENT OF NEXTEL INTERNATIONAL, INC. The following Articles of Amendment are executed by the undersigned, a Washington corporation: 1. The name of the corporation is Nextel International, Inc. 2. Effective upon filing of these Articles of Amendment with the Secretary of State of Washington, the first paragraph of Article III of the Articles of Incorporation of the corporation is amended to read as follows: "This corporation is authorized to issue a total of 200,037,500 shares of all classes of capital stock, divided into three classes as follows: 200,000,000 shares of common stock without par value 12,500 shares of Series A Exchangeable Redeemable Preferred Stock, par value $10.00 25,000 shares of Series B Redeemable Preferred Stock, par value $10.00" 3. The date of the adoption of the amendment by the shareholders of the corporation is June 6, 2000. 4. The amendment was duly approved by the shareholders of the corporation in accordance with the provisions of RCW 23B.10.030 and RCW 23B.10.040. 5. The manner in which the amendment to Article III provides for an exchange of issued shares is to change each share of common stock outstanding immediately prior to the effective date of these Articles of Incorporation into 4 shares of common stock upon the effective date of these Articles of Amendment, thereby giving effect to a 4-for-I stock split. These Articles of Amendment are executed by said corporation by its duly authorized officer. DATED: June 12, 2000 NEXTEL INTERNATIONAL, INC. By: /s/ Thomas J. Sidman -------------------------------- Thomas J. Sidman, Vice President EX-3.2 3 ex3-2.txt RESTATED CERT. OF INCORP. 1 EXHIBIT 3.2 RESTATED ARTICLES OF INCORPORATION OF NEXTEL INTERNATIONAL, INC. Pursuant to RCW 23B.10.070, the following constitutes Restated Articles of Incorporation of the undersigned, a Washington corporation. These Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended and supersede the original Articles of Incorporation and all amendments thereto. ARTICLE I. NAME The name of this corporation is Nextel International, Inc. ARTICLE II. PURPOSES This corporation is organized to engage in any business, trade or activity which may be conducted lawfully by a corporation organized under the Washington Business Corporation Act. ARTICLE III. SHARES This corporation is authorized to issue a total of 200,037,500 shares of all classes of capital stock, divided into three classes as follows: 200,000,000 shares of common stock without par value 12,500 shares of Series A Exchangeable Redeemable Preferred Stock, par value $10.00 25,000 shares of Series B Redeemable Preferred Stock, par value $10.00 A. Terms Of Series A Exchangeable Redeemable Preferred Stock 1. Series A Stated Value. 1.1 Each share of Series A Exchangeable Redeemable Preferred Stock (the "Series A Preferred Stock") will have a stated liquidation value of $100,000 (the "Series A Stated Value"), which Series A Stated Value will increase annually as set forth in Section 1.2. This corporation will issue fractional shares of Series A Preferred Stock - ------------------------------------------------------------------------------ PAGE 1 2 upon the original issuance, transfer or exchange of a Series A Preferred Stock share, unless this corporation and the holder of such Series A Preferred Stock share agree upon a payment in lieu of any such fractional share. 1.2 The Series A Stated Value will increase at an annual rate of accretion equal to 13.625% (the "Rate of Accretion"), which increase will be calculated semiannually on June 30 and on December 31 of each year during which any shares of Series A Preferred Stock remain outstanding (each a "Semiannual Calculation Date"). All such increases will be cumulative and will be calculated by multiplying the Series A Stated Value as of the immediately prior Semiannual Calculation Date (or in the case of the first semiannual increase on June 30, 1998, by the original Series A Stated Value as set forth in Section 1.1) by 106.8125%, the product of which will constitute the Series A Stated Value until the next such semiannual calculation. All calculations required hereunder will be computed on the basis of a 360-day year of 12 30-day months. 2. Dividends. The Series A Preferred Stock has no profit participation or dividend rights, except as required by law. 3. Series A Liquidation Rights. 3.1 In the event of any liquidation, dissolution or winding up of the business of this corporation, whether voluntary or involuntary, each holder of Series A Preferred Stock is entitled to receive, for each share thereof, out of assets of this corporation legally available therefor, a preferential amount in cash equal to (and not more than) the sum of (A) the Series A Stated Value as of the immediately prior Semiannual Calculation Date, plus (B) an amount equal to the amount of all legally required dividends or distributions thereon, if any, payable pursuant to Section 2, plus (C) any Interim Accreted Value. "Interim Accreted Value" means, for purposes of this Section 3.1, an amount equal to (i) the Rate of Accretion expressed as a daily rate from the immediately prior Semiannual Calculation Date through the effective date of the liquidation, dissolution or winding up, multiplied by (ii) the Series A Stated Value as of the immediately prior Semiannual Calculation Date. All preferential amounts to be paid to the holders of any outstanding shares of Series A Preferred Stock and Series B Preferred Stock in connection with a liquidation, dissolution or winding up will be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of this corporation to, the holders of (x) - ------------------------------------------------------------------------------ PAGE 2 3 any series of Preferred Stock whose terms provide that the holders of Series A Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference) or (y) common stock. If in any such distribution the assets of this corporation are insufficient to pay the holders of the outstanding shares of the Series A Preferred Stock (and the holders of any Series B Preferred Stock and any other class or series of capital stock ranking on a parity with the Series A Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of this corporation) the full amounts to which they may be entitled, such holders will share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full. In liquidation, shares of Series A Preferred Stock and Series B Preferred Stock will rank on a pari passu basis. 3.2 Holders of shares of Series A Preferred Stock will not be entitled to receive any amounts with respect to any liquidation, dissolution or winding up of this corporation other than the amounts provided in this Section 3. Neither a merger nor consolidation of this corporation into or with another corporation nor a merger or consolidation of any other corporation into or with this corporation, nor a sale, transfer, mortgage, pledge or lease of all or any part of the assets of this corporation will be deemed to be a liquidation, dissolution or winding up of this corporation for purposes of this Section 3. 4. Series A Voting Rights. 4.1 On matters as to which they are entitled to vote, the holders of Series A Preferred Stock will be entitled to the number of votes per share (calculated as of the date of any such vote) that is equal to the Series A Stated Value as of the immediately prior Semiannual Calculation Date divided by 100,000. The holders of Series A Preferred Stock will vote separately as a class on all matters as to which they are entitled to vote, except as otherwise provided herein. Any action that may be taken hereunder by the holders of the Series A Preferred Stock at a meeting may be taken by the written consent of the holders of shares of Series A Preferred Stock outstanding and entitled to vote thereon. 4.2 Unless it has been approved by the vote of the holders of a majority of the shares of Series A Preferred Stock and Series B Preferred Stock outstanding, voting together as if they constituted a single class, no amendment to the Restated Articles of Incorporation of this corporation can become effective if it (A) creates or authorizes the - ------------------------------------------------------------------------------ PAGE 3 4 creation of any class or series of capital stock (other than the Series B Preferred Stock) ranking on parity with or superior to the Series A Preferred Stock or the Series B Preferred Stock in any respect or (B) alters or changes the powers, preferences or rights of shares of Series A Preferred Stock or Series B Preferred Stock in a manner adverse to the holders of Series A Preferred Stock and Series B Preferred Stock. 4.3 Unless holders of a majority of the shares of Series A Preferred Stock and Series B Preferred Stock outstanding, voting together as if they constituted a single class, have given their approval, this corporation is not authorized to merge, reorganize, recapitalize, consolidate or consummate a share exchange (each a "Transaction") if (A) the GAAP Net Worth of the successor or resulting entity on a pro forma basis after giving effect to the Transaction (and any related transactions) is not equal to or greater than the GAAP Net Worth of this corporation immediately prior to the Transaction, or (B) the priority of the Series A Preferred Stock or the Series B Preferred Stock in the capital stock of the successor or resulting entity will rank on parity with or junior to any class or series of capital stock that has been created or issued without the approval of the Series A Preferred Stock and the Series B Preferred Stock pursuant to Section 4.2. "GAAP Net Worth" means the net worth of this corporation or any successor or resulting entity, as the case may be, calculated in accordance with generally accepted accounting principles, as in effect from time to time, on a basis consistent with past practice. 4.4 No dividend or other distribution will be declared or paid on the common stock or any other stock of this corporation ranking junior to or ranking pari passu with the Series A Preferred Stock (except any outstanding Series B Preferred Stock) without the prior consent of the holders of a majority of the shares of Series A Preferred Stock outstanding, and until any legally required dividends or distributions owing on the Series A Preferred Stock have been paid in full. 4.5 In addition to the voting rights set forth herein, the holders of Series A Preferred Stock will be entitled to exercise such voting rights as may be provided to them under Washington law to the extent such voting rights are not inconsistent with those set forth herein. Nothing herein should be read or construed as limiting such voting rights. - ------------------------------------------------------------------------------ PAGE 4 5 5. Exchange for Series B Preferred Stock. 5.1 Series A Exchange Right. 5.1.1 Each holder of Series A Preferred Stock may, at any time following a Exchange Trigger Event, exchange any or all of such holder's shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of Series B Preferred Stock as equals (A) the sum of the Series A Stated Value as of the immediately prior Semiannual Calculation Date plus any Interim Accreted Value of such Series A Preferred Stock, multiplied by (B) the number of shares of Series A Preferred Stock being exchanged, divided by (C) the Series B Stated Value (as defined in Section 1 of the Terms of Series B Redeemable Preferred Stock). For purposes of this Section 5.1.1, "Interim Accreted Value" means an amount equal to (i) the Rate of Accretion expressed as a daily rate from the immediately prior Semiannual Calculation Date through the date of exchange, multiplied by (ii) the Series A Stated Value as of the immediately prior Semiannual Calculation Date. To the extent necessary, this corporation will issue fractional shares of Series B Preferred Stock upon any exchange pursuant to this Section 5, unless this corporation and the holder of the Series A Preferred Stock being exchanged agree upon a payment in lieu of any such fractional share. In order to exercise the exchange privilege under this Section 5.1.1, a holder of shares of Series A Preferred Stock must give written notice to this corporation at its principal office stating the holder's name and address and the number of shares of Series A Preferred Stock such holder elects to exchange. 5.1.2 "Exchange Trigger Event" means (A) the recapitalization or reorganization of this corporation; (B) a registered, underwritten public offering of any capital stock of this corporation; (C) the sale or other disposition by Nextel Communications, Inc., a Delaware corporation ("Nextel Communications") or a wholly owned subsidiary of Nextel Communications, of shares of common stock of this corporation or (D) the issuance of shares of common stock by this corporation, such that following any event covered by clause (C) or (D) above, Nextel Communications owns less than fifty percent (50%) of this corporation's outstanding shares of common stock. 5.1.3 At such time as any certificate or certificates representing the Series A Preferred Stock that has been exchanged are surrendered to this corporation, this corporation will issue and deliver a certificate or certificates representing the appropriate number of shares of Series B - ------------------------------------------------------------------------------ PAGE 5 6 Preferred Stock (calculated pursuant to Section 5.1.1) to each former holder of Series A Preferred Stock participating in the exchange. In case of the exchange under Section 5.1.1 of only a part of the shares of Series A Preferred Stock represented by a certificate surrendered to this corporation, this corporation will forthwith issue and deliver a new certificate for the number of shares of Series A Preferred Stock that have not been exchanged. Until any certificate or certificates representing Series A Preferred Stock that has been exchanged are surrendered and a certificate or certificates representing the Series B Preferred Stock into which such Series A Preferred Stock has been exchanged has been issued and delivered, the certificate or certificates representing the shares of Series A Preferred Stock that have been exchanged will represent the shares of Series B Preferred Stock into which such shares of Series A Preferred Stock have been exchanged. This corporation will pay all documentary, stamp or similar issue or transfer tax, if any, due on the issue of shares of Series B Preferred Stock issuable upon exchange of the Series A Preferred Stock. 6. Redemption. 6.1 Corporation's Right to Redeem. This corporation may (A) in its sole discretion and at any time, redeem all shares of the Series A Preferred Stock outstanding or (B) with the prior consent of the holders of a majority of such shares outstanding, redeem a portion of the Series A Preferred Stock then outstanding, on a pro rata basis, in either case at a total per share redemption price equal to the sum of the Series A Stated Value as of the immediately prior Semiannual Calculation Date plus any Interim Accreted Value. "Interim Accreted Value," for purposes of this Section 6.1, means an amount equal to (i) the Rate of Accretion expressed as a daily rate from the immediately prior - ------------------------------------------------------------------------------ PAGE 6 7 Semiannual Calculation Date through the Series A Redemption Date, multiplied by (ii) the Series A Stated Value as of the immediately prior Semiannual Calculation Date. 6.2 Series A Redemption Notice. 6.2.1 Subject to the requirements of Section 6.1, this corporation may call all or a portion of the outstanding shares of Series A Preferred Stock for redemption and set a date for the redemption (the "Series A Redemption Date"). Notice of such proposed redemption (the "Series A Redemption Notice") must be mailed at least 45 days prior to the Series A Redemption Date to all holders of shares of Series A Preferred Stock at their respective addresses as the same appear on the stock record books of this corporation. Each Series A Redemption Notice will state (A) the Series A Redemption Date, (B) the Series A Redemption Price, (C) the place or places where such shares of Series A Preferred Stock are to be surrendered, and (D) that legally required dividends or distributions, if any, on shares of Series A Preferred Stock to be redeemed will cease to accrue on the Series A Redemption Date. No defect in any such notice as to any shares of Series A Preferred Stock will affect the proceedings for the redemption of any shares of Series A Preferred Stock. 6.2.2 Upon surrender in accordance with the Series A Redemption Notice of the certificates for any shares of Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Board of Directors so requires and the notice so states), such shares of Series A Preferred Stock will be redeemed by this corporation, which will make payment to the surrendering holder in an amount equal to the product of the applicable Series A Redemption Price multiplied by the number of shares of Series A Preferred Stock being surrendered by such holder for redemption. 6.3 Payment Prior to Series A Redemption Date. 6.3.1 If a Series A Redemption Notice is duly given as provided for above, or if this corporation has given to the bank or trust company hereinafter referred to irrevocable authorization to give or complete such Series A Redemption Notice, and if prior to the applicable Series A Redemption Date the funds necessary for such redemption have been deposited by this corporation with a bank or trust company in good - ------------------------------------------------------------------------------ PAGE 7 8 standing (which bank or trust company will have been identified in a written notice given to the holders whose shares of Series A Preferred Stock are to be redeemed), organized under the laws of the United States of America or a State thereof, having a capital surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, in trust for the pro rata benefit of the holders of the shares of Series A Preferred Stock so called for or otherwise subject to redemption, so as to be, and to continue to be, available therefor, then, notwithstanding that any certificate for shares of Series A Preferred Stock so called for or otherwise subject to redemption may not have been surrendered for cancellation, all shares of Series A Preferred Stock so called for or otherwise subject to redemption will no longer be deemed to be outstanding on and after such Series A Redemption Date, and all rights with respect to such shares will forthwith cease and terminate at the close of business on such Series A Redemption Date, except only the right of the holders thereof to receive, out of the funds so set aside in trust, the amount payable on redemption thereof, without interest. Any interest accrued on any funds so deposited will be the property of this corporation and will be paid to this corporation from time to time. 6.3.2 Any funds set aside or deposited, as the case may be, in accordance with Section 6.3.1 that remain unclaimed at the end of one year from the applicable Series A Redemption Date will be released or repaid to this corporation, after which the holders of the shares of Series A Preferred Stock so called for redemption will look only to this corporation for payment of the amount payable on redemption thereof, without interest, subject to the applicable law of escheat. 7. Other Provisions. 7.1 Issuance of Shares. This corporation will not issue, or enter into any commitment to issue, shares of Series A Preferred Stock except (A) pursuant to the terms of any agreement in effect on the date that the Articles of Amendment of the Restated Articles of Incorporation of this corporation establishing the powers, preferences and rights of the Series A Preferred Stock were originally filed with the Secretary of State of the State of Washington, or (B) such other issuances or issuance commitments as have been approved in advance by the vote of the holders of a majority of the shares of Series A Preferred Stock and Series B Preferred Stock outstanding, voting together as if they constituted a single class. - ------------------------------------------------------------------------------ PAGE 8 9 7.2 Cancellation of Shares of Series A Preferred Stock. No share or shares of Series A Preferred Stock acquired by this corporation for any reason can be reissued, and all such shares will be canceled, retired and eliminated from the shares of Series A Preferred Stock which this corporation is authorized to issue. 7.3 Reservation of Shares. This corporation will at all times reserve from its authorized Series B Preferred Stock a sufficient number of shares to provide for exchange of all shares of Series A Preferred Stock from time to time outstanding. 7.4 Notices. This corporation will provide to each holder of shares of Series A Preferred Stock a copy of any materials delivered to the holders of any other shares of this corporation's capital stock by or on behalf of this corporation at the same time such materials are being delivered to such other holders. 7.5 Record Holders. This corporation and its transfer agent, if any, for the shares of Series A Preferred Stock, may deem and treat the record holder of any shares of Series A Preferred Stock as the sole true and lawful owner thereof for all purposes, and neither this corporation nor any such transfer agent will be affected by any notice to the contrary. B. Terms of Series B Redeemable Preferred Stock 1. Series B Stated Value. Each share of Series B Redeemable Preferred Stock (the "Series B Preferred Stock") will have a liquidation preference at a stated value, calculated at the time the first share(s) of Series A Preferred Stock are exchanged into share(s) of Series B Preferred Stock, equal to the Series A Stated Value as of the immediately prior Semiannual Calculation Date plus an amount equal to any Interim Accreted Value (the "Series B Stated Value"). "Interim Accreted Value," for the purposes of this Section 1, means an amount equal to (i) the Rate of Accretion expressed as a daily rate from the immediately prior Semiannual Calculation Date through the date of exchange, multiplied by (ii) the Series A Stated Value as of the immediately prior Semiannual Calculation Date. This corporation will issue fractional shares of Series B Preferred Stock upon the original issuance, transfer or exchange of a Series B Preferred Stock share, unless this corporation and the holder of such Series B Preferred Stock share agree upon a payment in lieu of any such fractional share. All future issuances of Series B Preferred Stock, following the first such - ------------------------------------------------------------------------------ PAGE 9 10 issuance, will be made at the Series B Stated Value. 2. Dividends. 2.1(a) Beginning on their date of issuance, holders of Series B Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends on each share of Series B Preferred Stock outstanding held by them, at a rate per annum equal to 13.625% of the Series B Stated Value, or a daily rate of 0.0378% of the Series B Stated Value (the "Daily Rate"). Such dividends will be cumulative, whether or not earned or declared, and will be payable quarterly in arrears on March 31, June 30 and September 30, December 31 (each a "Distribution Date") of each year or portion thereof ending on or prior to March 12, 2010 (such twelve-year period, the "Initial Term") during which any shares of Series B Preferred Stock remain outstanding and also shall be payable in arrears on March 12, 2010 with respect to the period from January 1, 2010 to March 12, 2010 if any shares of Series B Preferred Stock remain outstanding. (b) During each twelve-month period beginning on March 13, 2010 and on each subsequent March 13 (each, a "Subsequent Year"), holders of Series B Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends on each share of Series B Preferred Stock outstanding held by them, at a rate per annum equal to 18.00% of the Series B Stated Value, or a daily rate of 0.0500% of the Series B Stated Value (the "Subsequent Year Daily Rate"). Such dividends will be cumulative, whether or not earned or declared, and will be payable on June 12, September 12, and December 12, March 12 in each such Subsequent Year, commencing on June 12, 2010 (each, a "Subsequent Year Distribution Date") if any shares of Series B Preferred Stock remain outstanding. 2.2 Dividends on the Series B Preferred Stock will be will be computed on the basis of a 360-day year of twelve 30-day months. 2.3 References herein to the "Appropriate Year" shall mean a year during the Initial Term or a Subsequent Year, as appropriate to the context. References herein to the "Appropriate Daily Rate" shall mean the Daily Rate or a Subsequent Year Daily Rate, as appropriate to the context. References herein to an "Appropriate Distribution Date" shall mean a Distribution Date or a Subsequent Year Distribution Date, as appropriate to the context. - ------------------------------------------------------------------------------ PAGE 10 11 2.4 Dividends payable on the outstanding shares of Series B Preferred Stock shall be paid in cash or, at the option of this corporation, in additional fully paid and non-assessable shares of Series B Preferred Stock having an aggregate Series B Stated Value equal to the amount of such dividends ("PIK Dividend Shares"); PROVIDED, THAT, PIK Dividend Shares may not be issued to pay any amount of accrued but unpaid dividends or distributions due pursuant to Section 3 below, or any amount of accrued but unpaid dividends or distributions due pursuant to Section 5 below. All PIK Dividend Shares, from and after their issuance on the Appropriate Distribution Date, shall have the same rights and privileges as any other outstanding shares of Series B Preferred Stock. 3. Series B Liquidation Rights. 3.1 In the event of any liquidation, dissolution or winding up of the business of this corporation, whether voluntary or involuntary, each holder of Series B Preferred Stock will be entitled to receive, for each share thereof, out of assets of this corporation legally available therefor, a preferential amount in cash equal to (and not more than) the sum of (A) the Series B Stated Value plus (B) an amount equal to the amount of all declared (or due to be declared), but unpaid dividends or distributions thereon, if any, payable pursuant to Section 2.1 during each Appropriate Year, plus an amount equal to the Appropriate Daily Rate multiplied by the Series B Stated Value, multiplied by the number of days since the immediately prior Appropriate Distribution Date. All preferential amounts to be paid to the holders of any outstanding shares of Series B Preferred Stock and Series A Preferred Stock in connection with such liquidation, dissolution or winding up will be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of this corporation to, the holders of (i) any other series of preferred stock whose terms provide that the holders of Series B Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference) or (ii) common stock. If in any such distribution the assets of this corporation are insufficient to pay the holders of the outstanding shares of the Series B Preferred Stock (and the holders of any Series A Preferred Stock and any class or series of capital stock ranking on a parity with the Series B Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of this corporation) the full amounts to which they may be entitled, such holders will share ratably in any distribution of assets in accordance with the sums which would be payable upon such distribution if all sums payable thereon were paid - ------------------------------------------------------------------------------ PAGE 11 12 in full. In liquidation, shares of Series B Preferred Stock and Series A Preferred Stock will rank on a pari passu basis. 3.2 Holders of shares of Series B Preferred Stock will not be entitled to receive any amounts with respect to any liquidation, dissolution or winding up of this corporation other than the amounts provided in this Section 3. Neither a merger nor consolidation of this corporation into or with another corporation nor a merger or consolidation of any other corporation into or with this corporation, nor a sale, transfer, mortgage, pledge or lease of all or any part of the assets of this corporation will be deemed to be a liquidation, dissolution or winding up of this corporation for purposes of this Section 3. 4. Series B Voting Rights. 4.1 On all matters as to which they are entitled to vote, the holders of Series B Preferred Stock will be entitled to the number of votes per share (calculated as of the date of any such vote) that is equal to the Series B Stated Value divided by 100,000. The holders of Series B Preferred Stock will vote separately as a class on all matters as to which they are entitled to vote, except as otherwise provided herein. Any action that may be taken hereunder by the holders of the Series B Preferred Stock at a meeting may be taken by the written consent of the holders of shares of Series B Preferred Stock outstanding and entitled to vote thereon. 4.2 Immediately following the issuance of any shares of Series B Preferred Stock, the number of Directors constituting the Board of Directors will be adjusted to permit the holders of the majority of the then outstanding shares of Series B Preferred Stock, voting separately as a class, to elect one additional Director to the Board of Directors (the "Series B Director"). The Series B Director's initial term will expire at the next regularly scheduled meeting of the holders of the common stock of this corporation, at which meeting the holders of shares of Series B Preferred Stock outstanding voting separately as a class will be entitled to elect one Director. Any individual elected to the Board of Directors by vote of the Series B Preferred Stock pursuant to this Section 4.2 is referred to herein as a "Series B Director." 4.3 A Series B Director may only be removed from office by the vote of the holders of a majority of shares of Series B Preferred - ------------------------------------------------------------------------------ PAGE 12 13 Stock outstanding, voting separately as a class. Except as set forth in Section 4.7, any vacancy for the Series B Director position may be filled only by the vote of the holders of a majority of shares of Series B Preferred Stock outstanding, voting separately as a class. 4.4 If dividends on the Series B Preferred Stock are in arrears and unpaid for four consecutive quarterly periods or for any six quarterly periods (whether or not consecutive) (each, a "Dividend Default"), then the number of Directors constituting the Board of Directors will be adjusted to permit the holders of the majority of the then outstanding shares of Series B Preferred Stock, voting separately as a class, to elect an additional Director (the "Series B Default Director"). For the purpose of determining the number of quarterly periods for which accrued dividends have not been paid, any accrued and unpaid dividend that is subsequently paid will not be treated as unpaid. 4.5 The right of the holders of Series B Preferred Stock to elect the Series B Default Director as described above will continue until such time as all accumulated dividends that are in arrears on the Series B Preferred Stock are paid in full, at which time the term of any Series B Default Director elected pursuant to Section 4.4 hereof will terminate and the number of Directors constituting the Board of Directors will be reduced to the number necessary to reflect the termination of the right of the holders of the Series B Preferred Stock to elect a Series B Default Director, subject always to the same provisions for the renewal and divestment of such special voting rights in the case of any future Dividend Default. At any time after voting power to elect a Series B Default Director has become vested and is continuing in the holders of shares of the Series B Preferred Stock pursuant to Section 4.4 hereof, or if a vacancy exists in the office of the Series B Default Director elected by the holders of shares of the Series B Preferred Stock, an officer of this corporation may, and upon the written request of the record holders of at least 25% of the shares of Series B Preferred Stock then outstanding addressed to the secretary of this corporation must, call a special meeting of the holders of the Series B Preferred Stock, for the purpose of electing a new Series B Default Director. If such meeting is called by an officer of this corporation within 30 days after personal service of said written request upon the secretary of this corporation, or within 30 days after mailing the same within the United States by certified mail, addressed to the secretary of this corporation at its principal executive offices, then the holders of record of at least 25% of the shares of the Series B Preferred Stock outstanding may designate in - ------------------------------------------------------------------------------ PAGE 13 14 writing one of their number to call such meeting at the expense of this corporation, and such meeting may be called by the person so designated upon the notice required for the annual meetings of shareholders of this corporation and will be held at the place for holding the annual meetings of shareholders or such other place in the United States as may be designated in such notice. Notwithstanding the provisions of this Section 4.5, no such special meeting need be called if any such request is received less than 40 days before the day fixed for the next ensuing annual or special meeting of shareholders of this corporation. This corporation will provide any holder of shares of the Series B Preferred Stock so designated access to the lists of holders of shares of the Series B Preferred Stock for purposes of calling a meeting pursuant to the provisions of this Section 4.5. 4.6 At any meeting held for the purpose of electing a Series B Director or a Series B Default Director, the presence in person or by proxy of the holders of at least a majority of the shares of Series B Preferred Stock outstanding will be required to constitute a quorum of such Series B Preferred Stock. 4.7 Any vacancy occurring in the office of the Series B Director can be filled by a then serving Series B Default Director, if any, and any vacancy occurring in the office of the Series B Default Director, if applicable, can be filled by any then serving Series B Director, in either case unless and until the holders of a majority of the shares of Series B Preferred Stock outstanding elect another person to fill any such vacancy. 4.8 Upon the redemption of the last share of Series B Preferred Stock then outstanding, the number of Directors constituting the Board of Directors will be adjusted to eliminate any then existing Series B Director or Series B Default Director seats, subject always to the provisions of this Section 4 for the renewal and divestment of such special Series B Preferred Stock voting rights on the subsequent issuance of any shares of Series B Preferred Stock. 4.9 Unless it has been approved by the vote of the holders of a majority of shares of Series A Preferred Stock and Series B Preferred Stock outstanding, each voting together as if they constituted a single class, no amendment to the Restated Articles of Incorporation of this corporation can become effective if it (A) creates or authorizes the creation of any class or series of capital stock (other than the Series A Preferred Stock) ranking on parity with or superior to the Series A - ------------------------------------------------------------------------------ PAGE 14 15 Preferred Stock or the Series B Preferred Stock in any respect or (B) alters or changes the powers, preferences or rights of shares of Series B Preferred Stock in a manner adverse to the holders of the Series A Preferred Stock or the Series B Preferred Stock. 4.10 Unless holders of a majority of shares of Series A Preferred Stock and Series B Preferred Stock outstanding, voting together as if they constituted a single class, have given their approval, this corporation is not authorized to participate or engage in any Transaction if (A) the GAAP Net Worth of the successor or resulting entity on a pro forma basis after giving effect to the Transaction (and any related transactions) is not equal to or greater than the GAAP Net Worth of this corporation immediately prior to the Transaction or (B) the priority of the Series B Preferred Stock in the capital stock of the successor or resulting entity is on parity with or junior to any class or series of capital stock that has been created or issued without the approval of the Series A Preferred Stock and Series B Preferred Stock pursuant to Section 4.9. 4.11 No dividend or other distribution will be declared or paid on the common stock or any other stock of this corporation ranking junior to or ranking pari passu with the Series B Preferred Stock (except as required by law on any outstanding Series A Preferred Stock) without the prior consent of the holders of a majority of the shares of Series B Preferred Stock outstanding and until any dividends or distributions owing on the Series B Preferred Stock have been paid in full. 4.12 In addition to the voting rights set forth herein, the holders of Series B Preferred Stock will be entitled to exercise such voting rights as may be provided to them under Washington law to the extent such voting rights are not inconsistent with those set forth herein. Nothing herein should be read or construed as limiting such voting rights. 5. Redemption of Series B Preferred Stock. 5.1 Corporation's Right to Redeem. This corporation may (A) in its sole discretion and at any time, redeem all shares of the Series B Preferred Stock outstanding, or (B) with the consent of the holders of a majority of such shares outstanding, redeem a portion of the Series B Preferred Stock then outstanding, on a pro rata basis, in either case at a total per share redemption price equal to the sum of the Series B Stated Value, plus an amount equal to the amount of all declared (or due to be declared), but unpaid dividends or distributions thereon, if any, payable - ------------------------------------------------------------------------------ PAGE 15 16 pursuant to Section 2.1, through the immediately prior Appropriate Distribution Date, plus an amount equal to the product of the Appropriate Daily Rate multiplied by the Series B Stated Value, multiplied by the number of days since the immediately prior Appropriate Distribution Date (the "Series B Redemption Price"). 5.2 Series B Redemption Notice. 5.2.1 Subject to the provisions of Section 5.1, this corporation may call all or a portion of the outstanding shares of Series B Preferred Stock for redemption and set a date for the redemption (the "Series B Redemption Date"). Notice of a proposed redemption pursuant to Section 5.1 (each such notice a "Series B Redemption Notice") must be mailed at least 45 days prior to the Series B Redemption Date to all holders of shares of Series B Preferred Stock at their respective addresses as the same appear on the stock record books of this corporation. Each Series B Redemption Notice will state (A) the Series B Redemption Date, (B) the Series B Redemption Price, (C) the place or places where such shares of Series B Preferred Stock are to be surrendered, and (D) that dividends on shares of Series B Preferred Stock to be redeemed will cease to accrue on the Series B Redemption Date. No defect in any such notice as to any shares of Series B Preferred Stock will affect the proceedings for the redemption of any shares of Series B Preferred Stock. 5.2.2 Upon surrender in accordance with the Series B Redemption Notice of the certificates for any shares of Series B Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Board of Directors so requires and the notice so states), such shares of Series B Preferred Stock will be redeemed by this corporation, which will make payment to the surrendering holder in an amount equal to the product of the applicable Series B Redemption Price, multiplied by the number of shares of Series B Preferred Stock being surrendered by such holder for redemption. 5.3 Payment Prior to Series B Redemption Date. 5.3.1 If a Series B Redemption Notice is duly given as provided for above, or if this corporation has given to the bank or trust company hereinafter referred to irrevocable authorization to give or complete such Series B Redemption Notice, and if prior to the applicable Series B Redemption Date the funds necessary for such redemption will have been deposited by this corporation with a bank or trust company in good - ------------------------------------------------------------------------------ PAGE 16 17 standing (which bank or trust company will have been identified in a written notice given to the holders whose shares of Series B Preferred Stock are to be redeemed), organized under the laws of the United States of America or a State thereof, having a capital surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, in trust for the pro rata benefit of the holders of the shares of Series B Preferred Stock so called for or otherwise subject to redemption, so as to be, and to continue to be, available therefor, then, notwithstanding that any certificate for shares of Series B Preferred Stock so called for or otherwise subject to redemption may not have been surrendered for cancellation, all shares of Series B Preferred Stock so called for or otherwise subject to redemption will no longer be deemed to be outstanding on and after such Series B Redemption Date and all rights with respect to such shares will forthwith cease and terminate at the close of business on such Series B Redemption Date, except only the right of the holders thereof to receive, out of the funds so set aside in trust, the amount payable on redemption thereof, without interest. Any interest accrued on any funds so deposited will be the property of this corporation and will be paid to this corporation from time to time. 5.3.2 Any funds set aside or deposited, as the case may be, in accordance with Section 5.3.1 that remain unclaimed at the end of one year from the applicable Series B Redemption Date will be released or repaid to this corporation, after which the holders of the shares of Series B Preferred Stock so called for redemption will look only to this corporation for payment of the amount payable on redemption thereof, without interest, subject to the applicable law of escheat. 6. Other Provisions. 6.1 Issuance of Shares. This corporation will not issue, or enter into any commitment to issue, shares of Series B Preferred Stock except (A) in exchange of shares of Series A Preferred Stock on the terms and subject to the conditions set forth in the Terms of Series A Exchangeable Redeemable Preferred Stock, or (B) as PIK Dividend Shares as contemplated in accordance with Section 2.4 above, or (C) such other issuances or issuance as have been approved in advance by the vote of the holders of a majority of the shares of any Series A Preferred Stock and Series B Preferred Stock outstanding, voting together as if they constituted a single class. 6.2 Cancellation of Shares of Series B Preferred Stock. No - ------------------------------------------------------------------------------ PAGE 17 18 share or shares of Series B Preferred Stock acquired by this corporation for any reason will be reissued, and all such shares will be canceled, retired and eliminated from the shares of Series B Preferred Stock which this corporation is authorized to issue. 6.3 Reservation of Shares. This corporation will at all times reserve from its authorized Series B Preferred Stock a sufficient number of shares to provide for exchange of all shares of Series A Preferred Stock from time to time outstanding and for payment of the maximum amount of PIK Dividend Shares issuable in respect of all Shares of Series B Preferred Stock from time to time outstanding. 6.4 Notices. This corporation will provide to each holder of shares of Series B Preferred Stock a copy of any materials delivered to the holders of any other shares of this corporation's capital stock by or on behalf of this corporation at the same time such materials are being delivered to such other holders. 6.5 Record Holders. This corporation and its transfer agent, if any, for the Series B Preferred Stock, may deem and treat the record holder of any shares of Series B Preferred Stock as the sole true and lawful owner thereof for all purposes, and neither this corporation nor any such transfer agent will be affected by any notice to the contrary. - ------------------------------------------------------------------------------ PAGE 18 19 ARTICLE IV. NO PREEMPTIVE RIGHTS Except as may otherwise be provided by the Board of Directors, no preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE V. NO CUMULATIVE VOTING At each election for directors, every shareholder entitled to vote at such election has the right to vote in person or by proxy the number of shares held by such shareholder for as many persons as there are directors to be elected. No cumulative voting for directors shall be permitted. ARTICLE VI. BYLAWS The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent power of the shareholders to adopt, alter, amend or repeal the Bylaws. ARTICLE VII. REGISTERED AGENT AND OFFICE The name of the registered agent of this corporation and the address of its registered office are Lawco of Washington, Inc., 1201 Third Avenue, 40th Floor, Seattle, Washington 98101-3099. ARTICLE VIII. DIRECTORS The number of directors of this corporation shall be determined in the manner specified by the Bylaws and may be increased or decreased from time to time in the manner provided therein. At the time of the restatement of these Articles of Incorporation, the following persons are serving as the directors of this corporation are as follows:

Name Address ---- ------- Daniel F. Akerson 2001 Edmund Halley Drive Reston, VA 20191 Timothy M. Donahue 2001 Edmund Halley Drive Reston, VA 20191

- ------------------------------------------------------------------------------ PAGE 19 20 Keith D. Grinstein 1191 Second Avenue, Suite 1600 Seattle, WA 98101 C. James Judson 2320 Carillon Point Kirkland, WA 98033 Craig O. McCaw 2320 Carillon Point Kirkland, WA 98033 Steven M. Shindler 2001 Edmund Halley Drive Reston, VA 20191 Dennis M. Weibling 2320 Carillon Point Kirkland, WA 98033 Steven P. Dussek 2001 Edmund Halley Drive Reston, VA 20191 ARTICLE IX. INCORPORATOR The name and address of the incorporator is as follows:

Name Address ---- ------- C. James Judson 2600 Century Square 1501 4th Avenue Seattle, WA 98101-1688

ARTICLE X. LIMITATION OF DIRECTORS' LIABILITY A director shall have no liability to the corporation or its shareholders for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct or for conduct violating RCW 23B.08.302, or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Business Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Business Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of - ------------------------------------------------------------------------------ PAGE 20 21 such repeal or modification occurring prior to such repeal or modification. ARTICLE XI. SHAREHOLDER ACTIONS Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting or a vote if either: (i) the action is taken by all shareholders entitled to vote on the action; or (ii) So long as this corporation is not a public company, the action is taken by shareholders holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. To the extent the Washington Business Corporation Act requires prior notice of any such action to be given to nonconsenting or nonvoting shareholders, such notice shall be given in advance of the date on which the action becomes effective. Unless otherwise required by the Washington Business Corporation Act in the case of action that would constitute a significant business transaction or that would entitle shareholders to exercise dissenters' rights, such notice shall be effective if given five days in advance by United States mail, first class postage prepaid, addressed to the shareholders at their addresses appearing on the records of the corporation. The form of the notice shall be sufficient to apprise the nonconsenting or nonvoting shareholder of the nature of the action to be effected, in a manner approved by the Directors of this corporation or by the committee or officers to whom the Board has delegated that responsibility. These Restated Articles of Incorporation do not contain an amendment to the Articles of Incorporation. These Restated Articles of Incorporation do not contain any amendment to the Articles of Incorporation requiring shareholder approval. The date of adoption of the Restated Articles of Incorporation by the Board of Directors is June 2, 2000. - ------------------------------------------------------------------------------ PAGE 21 22 These Restated Articles of Incorporation are executed by said corporation by its duly authorized officer. DATED June 12, 2000. NEXTEL INTERNATIONAL, INC. By /s/ Thomas J. Sidman ----------------------------------------- Thomas J. Sidman, Vice President - ------------------------------------------------------------------------------ PAGE 22 23 CERTIFICATE ACCOMPANYING RESTATED ARTICLES OF INCORPORATION OF NEXTEL INTERNATIONAL, INC. Pursuant to RCW 23B.10.070, the foregoing constitutes Restated Articles of Incorporation of the undersigned, a Washington corporation. The Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. The Restated Articles of Incorporation do not contain an amendment to the Articles of Incorporation and were duly adopted by the Board of Directors. This certificate accompanying the Restated Articles of Incorporation is executed by said corporation by its duly authorized officer. DATED June 12, 2000. NEXTEL INTERNATIONAL, INC. By /s/ Thomas J. Sidman ------------------------------------------ Thomas J. Sidman, Vice President - ------------------------------------------------------------------------------ PAGE 23 EX-10.1 4 ex10-1.txt THIRD AMEND. TO MASTER EQUIPMENT AGREE. 1 EXHIBIT 10.1 EXECUTION VERSION THIRD AMENDMENT TO MASTER EQUIPMENT FINANCING AGREEMENT This Third Amendment (the "Third Amendment") to Master Equipment Financing Agreement is entered into by and between NEXTEL INTERNATIONAL, INC. (the "Company"), and MOTOROLA CREDIT CORPORATION, as administrative agent (in such capacity, the "Administrative Agent"), as collateral agent (in such capacity, the "Collateral Agent" and, together with the Administrative Agent, the "Agents"), and as initial Lender (the "Lender"). W I T N E S S E T H: WHEREAS, the Company, the Agents and the Lender are party to that certain Master Equipment Financing Agreement, dated as of February 4, 1999 (as the same may heretofore have been or may hereafter be further amended or modified, the "Financing Agreement"; capitalized terms used herein and not otherwise defined herein having the meanings assigned thereto in the Financing Agreement); WHEREAS, the Company has requested that the Agents and the Lender agree to certain amendments to the Financing Agreement; and WHEREAS, subject to the terms and conditions set forth herein, the Agents and the Lender are willing to undertake certain amendments to the Financing Agreement. NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Company, the Agents and the Lender hereby agree as follows: SECTION 1. AMENDMENTS. Upon the satisfaction by the Company of the conditions precedent set forth in Section 2 below, and in reliance on the warranties of the Company set forth in Section 3 below, the Financing Agreement is hereby amended as follows: 1.1 The definition of "Permitted Indebtedness" in Section 1.1 of the Financing Agreement is hereby amended by deleting clause (f) and inserting the following in lieu thereof: "(f) Indebtedness of the Company and its Subsidiaries, the Borrowing Affiliates and their Subsidiaries (i) not exceeding, in the aggregate, the lesser of (x) the gross amount of the issuance of the Company's Senior Serial Redeemable Notes due 2010 issued on or before September 30, 2000 and (y) $800,000,000, (ii) having a weighted average life to maturity -1- 2 longer than the Obligations for Advances of the Company under this Agreement and (iii) which shall be unsecured and otherwise be on terms and conditions reasonably satisfactory to the Required Lenders," 1.2 Effective as of July 1, 2000, Sections 8.15(a) and (b) of the Financing Agreement are hereby amended and restated in their entirety as follows: "(a) a Fixed Charge Coverage Ratio of not less than 1.00 : 1.00, measured at the end of each fiscal quarter of the Company; unless during the immediately following fiscal quarter the Company has unencumbered cash held in an account having restrictions reasonably acceptable to the Collateral Agent, and whose use will be jointly agreed to by the Company and the Required Lenders, of $80,000,000 (e.g., if the Fixed Charge Coverage Ratio is .70 : 1.00 as of June 30, 2001, then the $80,000,000 minimum unencumbered cash requirement shall be applicable for the period from July 1, 2001 to September 30, 2001); (b) a ratio of Indebtedness to EBITDA of not greater than the ratios set forth below, measured at the end of each fiscal quarter of the Company commencing with the fiscal quarter ending June 30, 2002:

Quarter end date Maximum Indebtedness to EBITDA 6/30/02 107 : 1 9/30/02 36 : 1 12/31/02 21 : 1 3/31/03 14 : 1 6/30/03 11 : 1 9/30/03 9.1 : 1 12/31/03 7.7 : 1 3/31/04 6.6 : 1 6/30/04 5.3 : 1 9/30/04 4.6 : 1 12/31/04 4.1 : 1

SECTION 2. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness of the Third Amendment, on or before September 30, 2000, each of the following shall have occurred: -2- 3 (a) the Company shall have delivered to the Agents and the Lender the Third Amendment, duly executed and delivered and appropriately dated and in form and substance satisfactory to the Agents and the Lender; (b) the Agents shall have received an opinion of counsel for the Company with respect to the issuance of the Senior Notes (defined below); (c) the Company shall have delivered certified copies of the documentation with respect to the Company's issuance of its Senior Serial Redeemable Notes due 2010 (the "Senior Notes") which shall be unsecured obligations in a gross amount not to exceed $800,000,000 having an interest rate of not greater than 14.5 % per annum, no scheduled principal amortization prior to July 1, 2010 and other terms and provisions reasonably acceptable to the Agents and the Lender; (d) the Company shall have received net proceeds from the issuance of the Senior Notes of not less than 95% of the gross proceeds from such issuance; and (e) the Company shall have delivered such other documents as the Agents may reasonably request. SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Agents and the Lender to enter into the Third Amendment, the Company hereby represents and warrants to the Agents and the Lender as of the date hereof (and shall be deemed to represent and warrant as of the initial date of effectiveness of this Third Amendment) that: (a) The representations and warranties contained in the Financing Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof except for representations and warranties that speak as of a particular date, in which case such representations and warranties are true as of such date; (b) 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, 1999, 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 March 31, 2000) 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; (c) The consolidated audited balance sheets of each of the Borrowing Affiliates and their respective Subsidiaries and consolidated statements of operations, -3- 4 stockholders' equity and cash flows of each of the Borrowing Affiliates and their respective Subsidiaries, each as at December 31, 1999, have been prepared in accordance with GAAP and fairly represent in all material respects the condition and results of operations of such Borrowing Affiliate and its Subsidiaries as of such dates or for such periods; (d) Each Affiliated Credit Party has made all material required contributions under the Plans for all periods through and including March 31, 1999, or adequate accruals therefor have been provided for in the financial statements referenced in paragraph (b) above; (e) The actuarial value of vested benefits required to be funded by each Affiliated Credit Party, or with respect to which such Affiliated 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, 2000, exceed the actuarial value of the assets of the Plans allocable to such vested and non-vested benefits by a material amount; and (f) After giving effect to the Third Amendment, no Default or Event of Default has occurred and is continuing. SECTION 4. GENERAL. 4.1 Reservation of Rights; Subsequent Adjustment. (a) The Company acknowledges and agrees that the execution and delivery of the Third Amendment shall not be deemed (i) to create a course of dealing or otherwise obligate the Agents or the Lender to forbear or execute similar amendments under the same or similar circumstances in the future, or (ii) as a waiver by the Agents or the Lender of any covenant, condition, term or provision of the Financing Agreement or any of the other Credit Documents, and the failure of the Agents or the Lender to require strict performance by the Company or any other Credit Party of any provision thereof shall not waive, affect or diminish any right of the Agents or the Lender to thereafter demand strict compliance therewith. The Agents and the Lender hereby reserve all rights granted under the Financing Agreement, the other Credit Documents and the Third Amendment. (b) The Company, Agents and Lender agree that, if the gross proceeds of the issuance of the Senior Notes is not $500,000,000 (and is less than or equal to $800,000,000), the Company, the Agents and the Lender shall negotiate in good faith to adjust the provisions of Section 8.15 amended hereby in a manner reasonably consistent with the determination of the amendments contained herein to reflect the actual amount of the gross proceeds of such issuance. -4- 5 4.2 Full Force and Effect. As hereby modified, the Financing Agreement and each of the other Credit Documents shall remain in full force and effect and each is hereby ratified, approved and confirmed in all respects. 4.3 Affirmation. The Company hereby affirms its obligations under Section 4 of the Financing Agreement and agrees to pay on demand all reasonable costs and expenses of the Agents and the Lender in connection with the preparation, execution and delivery of the Third Amendment and all instruments and documents delivered in connection herewith. 4.4 Successors and Assigns. The Third Amendment shall be binding upon and shall inure to the benefit of the Company, the Agents and the Lender and the respective successors and assigns of the Company, the Agents and the Lender. 4.5 Counterparts. The Third Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Third Amendment. * * * * * -5- 6 IN WITNESS WHEREOF, the Company, the Agents and the Lender have executed this Third Amendment as of the 26 day of July, 2000. COMPANY: NEXTEL INTERNATIONAL, INC. By: /s/ Robert B. Shanks ------------------------------- Name: Robert B. Shanks ----------------------------- Title: Vice President ------------------------------- LENDER: MOTOROLA CREDIT CORPORATION By: /s/ Gary Tatje ------------------------------- Name: Gary Tatje ----------------------------- Title: Vice President ------------------------------- AGENTS: MOTOROLA CREDIT CORPORATION, as Administrative Agent By: /s/ Gary Tatje ------------------------------- Name: Gary Tatje ----------------------------- Title: Vice President ------------------------------- MOTOROLA CREDIT CORPORATION, as Collateral Agent By: /s/ Gary Tatje ------------------------------- Name: Gary Tatje ----------------------------- Title: Vice President ------------------------------- -6- EX-10.2 5 ex10-2.txt SECURED LOAN AGREEMENT 1 Exhibit 10.2 EXECUTION COPY SECURED LOAN AGREEMENT dated as of December 16, 1999 by and between NEXTEL INTERNATIONAL, INC., THE LENDERS NAMED HEREIN, and MOTOROLA CREDIT CORPORATION, as Administrative Agent and as Collateral Agent 2 TABLE OF CONTENTS

PAGE SECTION 1 DEFINITIONS...........................................................................................1 Section 1.1 Defined Terms..............................................................................1 Section 1.2 Interpretation............................................................................21 Section 1.3 Accounting Principles and Terms...........................................................22 SECTION 2 ADVANCES.............................................................................................22 Section 2.1 Commitment................................................................................22 Section 2.2 Procedure for Borrowing; Advances.........................................................23 Section 2.3 Evidence of Debt..........................................................................24 Section 2.4 Repayment of Principal of Advances........................................................25 Section 2.5 Prepayments...............................................................................25 Section 2.6 Interest; Fees............................................................................26 Section 2.7 Payments..................................................................................28 Section 2.8 Conversion and Continuation...............................................................28 Section 2.9 Use of Proceeds...........................................................................29 Section 2.10 Change in Law............................................................................29 Section 2.11 Illegality...............................................................................29 Section 2.12 Pro Rata Treatment.......................................................................30 Section 2.13 Sharing of Setoffs.......................................................................31 SECTION 3 FUNDING AND YIELD PROTECTION.........................................................................31 Section 3.1 Taxes, Duties, Fees and Charges...........................................................31 Section 3.2 Change in Circumstances...................................................................33 SECTION 4 EXPENSES; INDEMNIFICATION; FEES......................................................................35 Section 4.1 Expenses..................................................................................35 Section 4.2 Indemnification...........................................................................36 SECTION 5 SECURITY.............................................................................................37 Section 5.1 Security..................................................................................37 SECTION 6 REPRESENTATIONS AND WARRANTIES.......................................................................37 Section 6.1 Organization..............................................................................37 Section 6.2 Power; Authority..........................................................................38 Section 6.3 Governmental Approvals....................................................................38

-i- 3 Section 6.4 Execution, Enforceability, Violation of Law and Agreements................................39 Section 6.5 Financial Statements; Business Plan.......................................................40 Section 6.6 Taxes.....................................................................................40 Section 6.7 Properties................................................................................41 Section 6.8 Compliance with Laws......................................................................41 Section 6.9 Intellectual Property.....................................................................42 Section 6.10 Burdensome Documents; Agreements with Affiliates; Other Agreements...............................................................................42 Section 6.11 Security Documents.......................................................................43 Section 6.12 Judgments, Actions, Proceedings..........................................................43 Section 6.13 No Defaults..............................................................................43 Section 6.14 Strikes..................................................................................44 Section 6.15 Accuracy of Information..................................................................44 Section 6.16 Survival of Representations and Warranties...............................................44 Section 6.17 ERISA....................................................................................44 Section 6.18 Use of Proceeds..........................................................................46 Section 6.19 Investment Company.......................................................................46 SECTION 7 AFFIRMATIVE COVENANTS................................................................................46 Section 7.1 Performance of Obligations................................................................46 Section 7.2 Annual Financial Statements...............................................................47 Section 7.3 Quarterly Financial Statements............................................................47 Section 7.4 Other Information.........................................................................48 Section 7.5 Access to Books; Inspections..............................................................48 Section 7.6 Governmental Approvals....................................................................49 Section 7.7 Insurance.................................................................................49 Section 7.8 Continuance of Business...................................................................50 Section 7.9 Maintenance and Repairs...................................................................50 Section 7.10 Compliance with Law......................................................................50 Section 7.11 Notices..................................................................................51 Section 7.12 Security; Further Assurances.............................................................52 Section 7.13 Construction of the Systems..............................................................53 Section 7.14 Maintenance of Governmental Approvals....................................................53 -ii- 4 Section 7.15 Financial Covenants......................................................................53 SECTION 8 NEGATIVE COVENANTS...................................................................................55 Section 8.1 Indebtedness..............................................................................55 Section 8.2 Guaranties................................................................................55 Section 8.3 Transfer..................................................................................55 Section 8.4 Liens.....................................................................................56 Section 8.5 Mergers; Acquisitions.....................................................................56 Section 8.6 Distributions; Redemptions................................................................56 Section 8.7 Use of Proceeds...........................................................................57 Section 8.8 Amendment of Documents and Organization...................................................57 Section 8.9 Investments; Loans; Advances..............................................................58 Section 8.10 Transactions with Affiliates.............................................................60 Section 8.11 Changes in Business......................................................................60 Section 8.12 Prepayments..............................................................................60 Section 8.13 ERISA Obligations........................................................................60 Section 8.14 Sale and Leaseback Transactions..........................................................61 Section 8.15 New Subsidiaries.........................................................................61 Section 8.16 Restricted Subsidiaries..................................................................61 SECTION 9 CONDITIONS PRECEDENT.................................................................................62 Section 9.1 Conditions to Initial Advance.............................................................62 Section 9.2 Conditions to All Advances................................................................64 SECTION 10 EVENTS OF DEFAULT...................................................................................64 Section 10.1 Events of Default........................................................................64 Section 10.2 Remedies.................................................................................67 Section 10.3 Cumulative Rights........................................................................69 Section 10.4 Waiver of Demand; Setoff.................................................................69 Section 10.5 Waiver of Notice.........................................................................70 SECTION 11 The Administrative Agent and the Collateral Agent...................................................70 SECTION 12 MISCELLANEOUS.......................................................................................72 Section 12.1 Waiver of Sovereign Immunity.............................................................72 Section 12.2 Venue for Suit...........................................................................73 Section 12.3 Governing Law............................................................................74 -iii- 5 Section 12.4 Severability of Provisions...............................................................74 Section 12.5 Binding Effect; Assignment...............................................................74 Section 12.6 Entire Agreement; Amendments.............................................................75 Section 12.7 Notices..................................................................................75 Section 12.8 Right of Set-Off.........................................................................76 Section 12.9 Counterparts.............................................................................77 Section 12.10 Confidentiality.........................................................................77 Section 12.11 Term of Agreement.......................................................................77 -iv- 6 EXHIBITS Exhibit A Form of Financing Note Exhibit B Form of Company Pledge Agreement Exhibit C Form of Cash Collateral Agreement Exhibit D-1 Form of Opinion of United States Counsel Exhibit D-2 Form of Opinion of Canadian Counsel Exhibit E Form of Assignment and Acceptance Exhibit F Initial Approved Business Plan Exhibit G Form of Request for Financing -v- 7 SCHEDULES Schedule 1.1(a) iDEN Equipment and Service Agreements Schedule 1.1(b) Existing Indebtedness Schedule 1.1(c) Additional Subordinated Debt Terms Schedule 1.1(d) Wholly-Owned Subsidiaries Schedule 2.1(a) Lenders; Initial Commitments Schedule 6.1(a) Credit Party Structure; Ownership; Subsidiaries Schedule 6.1(b) Qualification Jurisdictions Schedule 6.4 Ownership and Pledge Restrictions; Violation of Law Schedule 6.5 Recent Events; Contingent Liabilities; Taxes Schedule 6.7 Existing Liens Schedule 6.9 Intellectual Property Schedule 6.10 Management Agreements; Affiliate Transactions Schedule 6.12 Litigation Schedule 7.11 Principal Place of Business Schedule 8.6 Existing Put Agreements Schedule 10.1(t) Change of Control Thresholds -iv- 8 SECURED LOAN AGREEMENT, dated as of December 16, 1999 (as amended, modified or supplemented in accordance with the terms hereof, this "Agreement"), by and between NEXTEL INTERNATIONAL, INC., a corporation organized under the laws of the State of Washington, U.S.A., with its principal office at 2001 Edmund Halley Drive, Reston Virginia, 20191 U.S.A. (the "Company"), the LENDERS (hereinafter defined) and MOTOROLA CREDIT CORPORATION, a corporation duly organized under the laws of the State of Delaware, U.S.A., with its principal office at 1303 East Algonquin Road, Schaumburg, Illinois 60196-1065, U.S.A. as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders. W I T N E S S E T H: WHEREAS, the Company has requested that the Lenders provide Advances (as hereinafter defined) in the principal amount not exceeding $56,650,000 (the "Maximum Commitment") to be used for supporting the Company's build-out employing the products and services of Motorola Entities; and WHEREAS, the Lenders are willing to make Advances to the Company 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: "1997 Nextel Philippines Facility" means that certain Credit Agreement dated June 18, 1997, as amended, by and between Nextel Philippines and Motorola, Inc. "additional amount" has the meaning ascribed to such term in subsection 3.1(a). "Adjusted Paid-in Capital" means, at any time, (a) the paid-in capital of the Company (including for this purpose the principal amount of any outstanding Permitted Indebtedness owing to Nextel and incurred by the Company of the type described under clause (h) of the definition thereof) reflected on the most recent financial statements delivered pursuant to Section 7.2 or 7.3 (whichever is later) plus (b) any increases in paid-in capital (including for this purpose the principal amount of any outstanding Permitted Indebtedness owing to Nextel and incurred by the Company of the type described under clause (h) of the definition thereof) since the end of the reporting period relating to such financial statements minus (c) any decreases in paid-in capital since the end of the reporting period relating to such financial statements minus (d) the Utilized EBITDA Adjustment. 9 "Adjusted Shareholders' Equity" means, at any time, the difference of (a) (i) if the financial statements most recently delivered pursuant to Section 7.3 relate to a quarterly period occurring after the financial statements most recently delivered pursuant to Section 7.2, the lesser of (A) the shareholders' equity of the Company as reported in the most recent balance sheet delivered pursuant to Section 7.3 and (B) the sum of (1) the shareholders' equity of the Company as reported in the most recent balance sheet delivered pursuant to Section 7.2 plus (2) 90% of the increase, if any, in the shareholders' equity of the Company reflected in the most recent balance sheet delivered pursuant to Section 7.3 from the shareholders' equity of the Company reflected on the balance sheet delivered pursuant to Section 7.2, otherwise (ii) the shareholders' equity of the Company as reported in the most recent balance sheet delivered pursuant to Section 7.2 minus (b) the principal amount of Indebtedness incurred prior to such time pursuant to clause (n) of the definition of "Permitted Indebtedness" (whether or not then outstanding). "Administrative Agent" has the meaning ascribed to such term in the Preamble. "Advance" has the meaning ascribed to such term in subsection 2.1(a) hereof. "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 11 hereof. "Aggregate Collateral Value" means the sum of (i) the cash collateral subject to the Cash Collateral Agreement plus (ii) the Aggregate Pledge Collateral Value. "Aggregate Pledge Collateral Value" means, as of any date, (i) except as provided in clause (ii) below, the product of the Closing Price on such date for a share of publicly-traded Class A Clearnet stock times the aggregate number of the shares of publicly-traded Class A Clearnet stock into which the Clearnet stock subject to the Company Pledge Agreement in which the Collateral Agent has a perfected, first priority enforceable security interest are convertible and (ii) solely with respect to the calculation in Section 7.12(d)(i), the product of the Average Closing Price for a share of publicly-traded Class A Clearnet stock times the aggregate number of the shares of publicly-traded Class A Clearnet stock into which the Clearnet stock subject to the Company Pledge Agreement in which the Collateral Agent has a perfected, first priority enforceable security interest are convertible. -2- 10 "Agreement" means this Secured Loan Agreement, dated as of December 16, 1999, by and between the Company, 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, without limitation, the Restricted Subsidiaries.) The Approved Business Plan is attached hereto as Exhibit F (the "Initial Plan"). "Arm's-Length Affiliate" has the meaning ascribed to such term in Section 8.10 hereof. "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 E 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 Person that is a limited liability company, the Person (or Authorized Officer thereof, if not a natural Person) that is the managing member thereof. "Available Commitment" means an amount equal to (a) the Maximum Commitment minus (b) the aggregate principal amount of all Advances made to and including the date of determination, including, without limitation, Advances that have been repaid or prepaid. "Availability Period" means the period beginning with the Closing Date and ending on the Commitment Termination Date. "Average Closing Price" shall mean, with respect to any security, the average of the Closing Prices for such security over a period of 20 consecutive Business Days ending on the day prior to the day as of which the "Average Closing Price" is being determined. If at any time such security is not listed on any securities exchange or quoted in The Nasdaq National Market System or the over-the-counter market, the "Average Closing Price" will be the fair value thereof determined jointly by the Company and the Administrative Agent. If such parties are unable to reach agreement within five Business Days, such fair value will be determined by an independent appraiser jointly selected by the Company and the Administrative Agent and the fees and expenses of such independent appraiser shall be borne by the Company. "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. -3- 11 "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. "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. "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 Collateral Agreement" has the meaning ascribed to such term in Section 5.1 hereof. "Change of Control" means such time as (a) (i) prior to the occurrence of a Public Market, a "person" or "group" (within the meaning of Section 13(d) or 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act) of Voting Stock representing a greater percentage of the total voting power of the Voting Stock of the Company, on a fully diluted basis, than is held by the Existing Stockholders and their Affiliates on such date and (ii) after the occurrence of a Public Market, a "person" or "group" (within the meaning of Section 13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total voting power of the Voting Stock of the Company on a fully diluted basis and such ownership is greater than the amount of voting power of the Voting Stock, on a fully diluted basis, held by the Existing Stockholders and their Affiliates on such date; or (b) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office. "Clearnet" means Clearnet Communications, Inc., a Canadian corporation. "Closing Date" means December 16, 1999. "Closing Price" means, with respect to any security at any time, the average, as of the immediately preceding Business Day, of the closing prices of such security's sale on all recognized securities exchanges (or The Nasdaq National Market System) on which such security may at the time be listed, or, if there has been no sale on any such exchange (or The -4- 12 Nasdaq National Market System) on any such immediately preceding business day, the average of the highest bid and lowest asked prices on all such exchanges (or The Nasdaq National Market System) at the end of such immediately preceding business day, or, if on any such immediately preceding business day such security is not so listed or quoted, the average of the representative bid and asked prices quoted in The Nasdaq National Market System or the over-the-counter market as of 4:00 P.M., New York time, or, if on any such immediately preceding business day such security is not quoted in The Nasdaq National Market System or the over-the-counter market, the average of the highest bid and lowest asked prices on such immediately preceding Business Day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time such security is not listed on any securities exchange or quoted in The Nasdaq National Market System or the over-the-counter market, the "Market Price" will be the fair value thereof determined jointly by the Company and the Administrative Agent. If such parties are unable to reach agreement within five Business Days, such fair value will be determined by an independent appraiser jointly selected by the Company and the Administrative Agent and the fees and expenses of such independent appraiser shall be borne by the Company. "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 which is subject to the security interests or Lien granted by the Company Pledge Agreement and the Cash Collateral Agreement. "Collateral Agent" has the meaning ascribed to such term in the Preamble. "Commitment" means, with respect to each Lender, the commitment of such Lender to make Advances hereunder as set forth on Schedule 2.1(a), or in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.5(a)(ii) and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.5. "Commitment Termination Date" means the earlier of (a) December 31, 2001 and (b) the date on which the obligations of the Lenders to make Advances terminate in accordance with the terms of this Agreement. "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, whether now outstanding or issued after the date of this Agreement, including, without limitation, all series and classes of such common stock. "Company" has the meaning ascribed to such term in the Preamble. "Company Pledge Agreement" has the meaning ascribed to such term in Section 5.1 hereof. -5- 13 "Consolidation" means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company, if and to the extent that the accounts of each such Restricted Subsidiary would normally be consolidated with those of the Company in accordance with GAAP; provided, however, that "consolidation" shall not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary 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 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, the Company Pledge Agreement, the Cash Collateral Agreement (if any) and each other document entered into pursuant thereto. "Credit Parties" collectively refers to the Company and the Restricted Subsidiaries. "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 8.6(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: (a) plus interest expense for such period to the extent such amount was deducted in calculating net income; (b) minus interest income for such period to the extent such amount was added in calculating net income; (c) plus income taxes for such period to the extent such amount was deducted in calculating net income; (d) minus income tax benefits for such period to the extent such amount was added in calculating net income; (e) plus amortization and depreciation expenses for such period to the extent such amount was deducted in calculating net income; (f) plus all other non-cash items for such period to the extent reducing net income; (vii) -6- 14 minus all non-cash items for such period to the extent increasing net income; (g) minus extraordinary gains and gains on sales of assets to the extent such amount was added in calculating net income; and (h) plus extraordinary and non-recurring losses and charges to the extent such amount was deducted in calculating net income. "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, 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 6.8(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. "Escrow Agreement" means that certain Escrow Agreement, dated as of October 17, 1994, between Lenbrook, Inc., Motorola Canada Limited, Nextel Communications, Inc., Nextel Investment Company, Montreal Trust Company of Canada and Clearnet Communications, Inc., as the same may heretofore have been or may hereafter be amended, supplemented or otherwise modified. "Event of Default" means any of the events specified in Section 10.1 hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, of the United States of America. "Existing Stockholders" means Craig O. McCaw and Nextel. "Financing Note" has the meaning ascribed to such term in subsection 2.3(d) hereof. "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. "GAAP" means generally accepted accounting principles used, from time to time, in the United States of America. -7- 15 "Governmental Approval" means any authorization, consent, approval, license, (including 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. "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 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 Company, an Operating Affiliate, and the Vendor 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 -8- 16 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 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 12.10 hereof. "Initial Funding Date" means the date upon which each of the conditions precedent set forth in Section 9.1 and 9.2 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. "Initial Plans" has the meaning ascribed to such term in the definition of "Approved Business Plan". -9- 17 "Intellectual Property" has the meaning ascribed to such term in Section 6.9 hereof. "Interest Payment Date" means, for all Advances, each March 31, June 30, September 30 and December 31 and, with respect to any LIBOR 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; provided that if any Interest Payment Date would be a day other than a Business Day, such Interest Payment Date shall be the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Payment Date shall be the next preceding Business Day. "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 one, two, three or six months thereafter, as the Company may elect, and (b) as to any Prime Advance, the period commencing on the date of such Advance and ending on the earliest of (i) the next succeeding March 31, June 30, September 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 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 any Person, the actual knowledge of a Vice President (or equivalent officer, as applicable) or more senior officer of such Person, or any other officer or employee of such Person having responsibility for the transactions contemplated by the Credit Documents. "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. -10- 18 "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 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 (a) permit the Credit Parties 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 (b) are materially necessary for the ownership, operation or maintenance of the Systems as is contemplated by the Approved Business Plan and the Telecommunications Businesses currently engaged in, 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. "Management Agreements" means collectively the Management Agreements referred to on Schedule 6.10 hereto. -11- 19 "Material Adverse Effect" means a material adverse effect on (a) the business, assets, property, condition (financial or otherwise), or prospects of the Company and its Subsidiaries taken as a whole, (b) the legality, validity or enforceability of any of the Credit Documents or the rights and remedies of the Collateral Agent thereunder, or (c) the economic, political or regulatory environment in any jurisdiction that would reasonably be expected to adversely affect the business, operations, properties or prospects of the Company and its Subsidiaries taken as a whole. "Materials of Environmental Concern" means chemicals, pollutants, polychlorinated biphenyls, contaminants, wastes, toxic or hazardous substances, asbestos, petroleum and petroleum products. "Maturity Date" means December 31, 2001; provided that if such date is not a Business Day, then the Maturity Date shall be the immediately preceding Business Day. "Maximum Collateralized Amount" means the difference of (i) the Maximum Commitment minus (ii) the principal portion of any Advances prepaid in accordance with Section 2.5. "Maximum Commitment" has the meaning ascribed to such term in the first recital hereof. "MEFA" means the Master Equipment Financing Agreement, dated as of February 4, 1999, by and between the Company, as borrower, the lenders named therein and Motorola Credit Corporation, as administrative and collateral agent, as the same may heretofore have been or may hereafter be amended, supplemented or otherwise modified from time to time in accordance with the terms and provisions thereof and hereof. "MEFA Collateral" means all of the "Collateral" (as such term is defined in the MEFA as of the date hereof) securing, from time to time, the MEFA Obligations; provided that "MEFA Collateral" shall in no event include the Collateral hereunder. "MEFA Obligations" means all of the "Obligations" (as such term is defined in the MEFA) owing by the "Credit Parties" in respect of "Advances" (as such terms are defined in the MEFA) under the MEFA. "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. "Nexnet" means Nexnet Co., Ltd. (f/k/a "J-Com"), a corporation organized under the laws of Japan. "Nextel" means Nextel Communications, Inc., a Delaware corporation. -12- 20 "Nextel Argentina" means Nextel Argentina S.R.L., an Argentine sociedad de responsibilidad limitada. "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 Brazil Facility" means that certain Equipment Financing Credit Agreement dated as of October 31, 1997, as amended, by and between McCaw International (Brazil), Ltd. and Motorola Credit Corporation. "Nextel Mexico" means Communicaciones Nextel de Mexico S.A. de C.V., a corporation organized under the laws of Mexico. "Nextel Peru" means Communicaciones Nextel del Peru, S.A., a corporation organized under the laws of Peru. "Nextel Phlippines" means Nextel Communications Philippines Inc., a company incorporated in the Philippines. "Non-U.S. Lender" shall have the meaning ascribed to such term in subsection 3.1(e). "Normalization Amount" means, for any quarterly period, the amount set forth on Schedule 1.1(e) opposite the quarter end date for such period. "Normalized EBITDA" means, as to any Person and for any quarter, the sum of (i) 4 times EBITDA for such quarter plus (ii) the Normalization Amount for such quarter. "Obligations" means collectively, all of the Indebtedness, liabilities and obligations of the Company to the Lender Parties under the Credit Documents, whether now existing or hereafter arising, whether or not currently contemplated. "Operating Affiliate" means collectively, Nexnet, Nextel Philippines, Nextel Argentina, Nextel Brazil, Nextel Mexico and Nextel Peru, and their respective Subsidiaries, and individually, each of the foregoing Persons. "Other Taxes" shall have the meaning ascribed to such term in subsection 3.1(b). "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 Indebtedness" means, collectively, -13- 21 (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 Motorola Entity) and other similar Indebtedness of the Credit Parties 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 in are due later than 120 days after invoice but no later than 180 days after invoice; (c) obligations under long-term real property leases of the Credit Parties in respect of the cell sites, switch sites, retail space and office space incurred in the ordinary course of business; (d) short-term lease obligations of the Credit Parties in an amount per annum not exceeding $5,000,000 in the aggregate; (e) Indebtedness of the Credit Parties to be used for working capital purposes and not exceeding $43,350,000 in the aggregate, having a weighted average life to maturity longer than the Obligations for Advances made under this Agreement and which may be secured by the MEFA Collateral on a pari passu basis on terms and conditions reasonably satisfactory to the Required Lenders; (f) Indebtedness of the Credit Parties not exceeding $100,000,000 in the aggregate, having a weighted average life to maturity longer than each of (i) the MEFA Obligations and (ii) the Obligations for Advances made under this Agreement and which shall be unsecured and otherwise be on terms and conditions reasonably satisfactory to the Required Lenders; (g) Indebtedness of the Credit Parties pursuant to credit facilities existing and as in effect on the Closing Date (without regard for subsequent modifications or amendments increasing the same ) as identified on Schedule 1.1(b) (including, without limitation, the MEFA Obligations, "Existing Indebtedness"); (h) unsecured subordinated indebtedness of the Credit Parties, having no principal payments, cash interest payments or fee payments permitted or scheduled prior to the repayment in full of the Obligations and the MEFA Obligations and in amounts and on other terms (including, without limitation, payment and remedies subordination terms) as described on Schedule 1.1(c); (i) swingline loans of the Company not exceeding $500,000 which shall be pari passu with the MEFA Obligations and which may be secured by the MEFA Collateral; -14- 22 (j) any refinancing, extension, renewal or refunding of any Existing Indebtedness (or other "Permitted Indebtedness" hereunder, 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); (k) Indebtedness of the Credit Parties owing to Motorola Credit Corporation; provided that, before and after giving effect to such Indebtedness, the Credit Parties shall be in compliance with each of the financial covenants set forth in Section 7.15; (l) Indebtedness (i) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (ii) under Hedge Agreements; provided that such Hedge Agreements (A) are designed solely to protect the Credit Parties against fluctuations in foreign currency exchange rates or interest rates and (B) 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 Credit Parties pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Credit Parties in connection with such disposition; (m) guaranties of Indebtedness of the Company by any Restricted Subsidiary, so long as any such guaranty is subordinated to the prior indefeasible payment in full in cash of the Obligations and the MEFA Obligations; (n) Indebtedness, incurred in an aggregate amount not to exceed the lesser of $200,000,000 and the Adjusted Shareholders' Equity, having a weighted average life to maturity longer than the Obligations for Advances of the Company under this Agreement and which shall be unsecured and otherwise be on terms and conditions reasonably satisfactory to the Required Lenders; (o) guaranties of any of the foregoing; and (p) up to $10,000,000 in deferred purchase price, due no later than January 31, 2001, in respect of telecommunications concessions in Chile, which obligations shall be unsecured. "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 -15- 23 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 banks having total assets in excess of $1,000,000,000. "Permitted Liens" means, as of any particular time, (a) with respect to property 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 7.1 hereof, permit to remain unpaid; (b) Liens created pursuant to the Security Documents (including the second lien under the Company Pledge Agreement securing the MEFA Obligations); (c) with respect to property 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) 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 property 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 property 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 -16- 24 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 any Credit Party, 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 applicable Credit Party other than the property so acquired); (g) with respect to property 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 a System or any portion thereof; (h) Liens securing Permitted Indebtedness of the types described in clauses (e), (g) (to the extent of the collateral therefor (including after-acquired collateral) as of the Closing Date and excluding Liens with respect to the Collateral under the Security Documents), (i), (j) (to the extent of the collateral securing the Indebtedness being refinanced), and (k) 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; (j) leases or subleases of property of the Company and the Restricted Subsidiaries 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 Company or any Restricted Subsidiary 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 Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets acquired and were not created in connection with or in contemplation of such Person becoming a Restricted Subsidiary (and excluding Liens on the Collateral in favor of Persons other than Collateral Agent for the benefit of the Lenders); -17- 25 (n) Liens in favor of the Company or any Restricted Subsidiary subordinated to the Liens securing the Obligations and to the prior payment of the Obligations; (o) Liens arising from the rendering of a final judgment or order against the Company or any Restricted Subsidiary 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 Company or any Restricted Subsidiary 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 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; and (t) Liens on the capital stock of Subsidiaries of the Company which are not Restricted Subsidiaries. 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. "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 -18- 26 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. "Pledged Shares" means the shares of Clearnet pledged by the Company pursuant to the Company Pledge Agreement. "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 Company 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. "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. "Public Equity Offering" means an underwritten primary public offering of Common Stock of the Company pursuant to an effective registration statement under the Securities Act. A "Public Market" shall be deemed to exist if (a) a Public Equity Offering has been consummated and (b) at least 15% of the total issued and outstanding common stock of the Company has been distributed by means of an effective registration statement under the Securities Act or sales pursuant to Rule 144 under the Securities Act or any combination thereof. "Rate" has the meaning ascribed to such term in the definition of "Type". "Redeemable Stock" means any class or series of capital stock of a Person that by its terms or otherwise is (a) required to be redeemed prior to the Maturity Date, (b) redeemable at the option of the holder thereof at any time prior to the Maturity Date, (c) convertible into or exchangeable for capital stock referred to in (a) or (b) above or Indebtedness having a scheduled -19- 27 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 Company'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. "Relevant Country" means each of Argentina, Brazil, Japan, Mexico, Peru, the Philippines and each other country in which the Company and/or another Credit Party is establishing or operating a System and related Telecommunications Business. "Request for Financing" means a request described in subsection 2.2(a) hereof substantially in the form of Exhibit G hereto, duly completed and executed by the Company. "Required Lenders" shall mean, prior to an assignment by the Initial Lender pursuant to Section 12.5, 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 Subsidiary" means any Subsidiary of the Company (for this purpose, including each of the Operating Affiliates, whether or not a Subsidiary of the Company) other than an Unrestricted Subsidiary. "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. -20- 28 "S&P" means Standard & Poor's Rating Services Group, a division of The McGraw Hill Companies, Inc. "Securities Act" means the Securities Act of 1933, as amended, of the United States of America. "Security Documents" means individually and collectively the Company Pledge Agreement, the Cash Collateral Agreement (if any) and any financing statements, registrations or similar documents filed or recorded in connection with, or in addition to, the foregoing. "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. "System" means each wireless communications system to be constructed and operated in a Relevant Country by the Company and/or another Credit Party utilizing an iDEN System. "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 Company and/or another Credit Party are engaged. -21- 29 "Transfer Restriction Agreement" means the Transfer Restriction Agreement, dated as of October 20, 1994, among certain holders of the capital stock of Clearnet, as amended. "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. "Utilized EBITDA Adjustment" has the meaning set forth in Section 7.15(d). "Unrestricted Subsidiary" means a Subsidiary of the Company designated as an "Unrestricted Subsidiary" pursuant to and in accordance with the terms of Section 8.16. "Vendor" means Motorola, Inc., a Delaware corporation. "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(d). 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. -22- 30 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 Company notifies the Administrative Agent that the Company wishes to amend any covenant in Section 7.15 or any related definition as a result of a change in GAAP or its application to the Company or any Restricted Subsidiary 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 Company that the Required Lenders wish to amend Section 7.15 or any related definition for such purpose), then the Company's 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 either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. SECTION 2 ADVANCES SECTION 2.1 COMMITMENT. (a) Upon the terms and subject to the conditions hereinafter set forth, each Lender agrees, severally but not jointly, to make credit available in Dollars to the Company during the period from the Closing Date through and including the Commitment Termination Date in an aggregate principal amount up to but not exceeding the Available Commitment (each such advance being referred to as an "Advance"; and collectively as the "Advances"); provided that no Lender shall have any obligation to make any requested Advance if, after giving effect thereto, the aggregate amount of all Advances made by the Lender would exceed its Commitment. Each Lender represents, warrants and covenants that no part of the funds to be used by it to make or hold any 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 Company may, at its option, avail itself of the Available Commitment in one or more drawdowns in increments of $5,000,000 or integral multiples of $1,000,000 in excess thereof or such lesser or greater amount which constitutes the entirety of the remaining Available Commitment, but in any event not in excess of the remaining aggregate amount of the Available Commitment and in all cases subject to the limitations in subsections 2.1(a) and 2.2(a). -23- 31 SECTION 2.2 PROCEDURE FOR BORROWING; ADVANCES. (a) In order to request a Borrowing, the Company 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 Request for Financing (including a telephonic Request for Financing) shall be irrevocable, shall be signed by or on behalf of the Company 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 (which shall be an account that complies with the requirements of subsection 2.2(d)); (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 Prime Rate Borrowing. If no Interest Period with respect to any LIBOR Borrowing is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.2 (and the contents thereof), of each Lender's portion of the requested Borrowing and the account to which Advances made in connection with the requested Borrowing are to be wired. The aggregate amount to be advanced by the Lenders pursuant to a Request for Financing satisfying the foregoing shall be limited to a principal amount which shall equal the lesser of (x) the amount requested as an Advance pursuant to such Request for Financing, or (y) subject to Section 2.1 hereof, the Available Commitment. (b) Each Advance shall be made as part of a Borrowing consisting of Advances made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Advance shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Advance required to be made by such other Lender). (c) Subject to Section 2.11, each Borrowing shall be comprised entirely of Prime Advances or LIBOR Advances as the Company 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 Company 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 that the Company shall not be entitled to request any Borrowing which, if made, would result in more than ten 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. -24- 32 (d) Each Lender shall make each Advance to be made by it hereunder on the Drawdown Date thereof by wire transfer of immediately available funds to such account in Chicago as the Administrative Agent may designate not later than 12:00 p.m., Chicago time, and the Administrative Agent shall, promptly upon receipt thereof, credit the amounts so received to an account as designated by the Company, 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 Lenders. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such 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 Company on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Company 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 Company until the date such amount is repaid to the Administrative Agent at (i) in the case of the Company, the interest rate(s) applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such 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 Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. If the Company shall repay to the Administrative Agent such corresponding amount, such amount shall be deemed not to have been borrowed hereunder for purposes of utilization of the Maximum Commitment. (f) Notwithstanding any other provision of this Agreement, the Company 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 Company 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 Company to each Lender hereunder and (iii) the -25- 33 amount of any sum received by the Administrative Agent hereunder from the Company and each Lender's share thereof. (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 Company 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 Company 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 A hereto (each a "Financing Note"). SECTION 2.4 REPAYMENT OF PRINCIPAL OF ADVANCES. (a) The Company shall pay to the Administrative Agent on the Maturity Date the principal of the Advances made by the Lenders outstanding at the close of business on the Commitment Termination Date. (b) The Advances shall be repaid as and when necessary to cause the aggregate principal amount of the Advances outstanding not to exceed the Available Commitment. SECTION 2.5 PREPAYMENTS. (a) Optional Prepayment; Voluntary Reduction of Commitment. (i) The Company 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 Company 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(b) 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 Company shall have the right, at any time and from time to time, without premium or penalty, to permanently reduce the Maximum Commitment hereunder by an amount of not less than $500,000 or integral multiples thereof (or such lesser or greater amount representing the entirety of the remaining Available Commitment); provided, that any such reduction in the Maximum Commitment shall reduce the respective Commitment of each Lender pro rata; and, provided further, that no such reduction shall reduce the Maximum Commitment to an amount less than the sum of the then outstanding Advances. -26- 34 The right of the Company to voluntarily reduce the 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 p.m., Chicago time, at least three Business Days prior to the proposed permanent reduction in the Maximum Commitment, which notice shall specify the amount by which the Company proposes to permanently reduce the Maximum Commitment and the proposed date of such reduction. (b) Broken Funding Indemnification. The Company 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 Company 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: (y) 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 (z) any loss or expense suffered by the any Agent or any Lender in liquidating deposits in respect of LIBOR Advances prior to maturity. The Company shall pay any amount due hereunder no later than seven days after receipt of an invoice therefor from the affected Agent or Lender. (c) 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 to the principal balance of then outstanding Advances. SECTION 2.6 INTEREST; FEES. (a) The Company 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 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 -27- 35 (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 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 Company and the Administrative prompt notice thereof (and shall thereafter give the Company 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 Company 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(a) hereof or convert such LIBOR Advances into Prime Advances. (c) Without prejudice to the provisions of Section 10.2 hereof, in the event of default by the Company in payment of any principal amount of the Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Company 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 -28- 36 computed on the basis of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable. (e) The Company agrees to pay quarterly in arrears to the Administrative Agent on behalf of the Lenders on each March 31, June 30, September 30, and December 31, commencing with December 31, 1999 through and including December 31, 2001, 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 Commitments. 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 Company 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 BankOne, Chicago, Illinois, USA, ABA# 071-000-013, for the account of the Administrative Agent, Account #5201748 (or such other place as the Administrative Agent shall have designated in writing to the Company at 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 Company 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 Company at the time of conversion; -29- 37 (ii) if any LIBOR Advance is converted at a time other than the end of the Interest Period applicable thereto, the Company shall pay, upon demand, any amounts due to the Lenders pursuant to subsection 2.5(b); (iii) any portion of an Advance maturing or required to be repaid in less one month may not be converted or continued as a LIBOR Advance with an Interest Period ending after the date such repayment is required; and (iv) upon notice to the Company from the Administrative Agent, after the 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 Company requests 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 Company shall be deemed to have selected an Interest Period of one month's duration. If the Company 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 Company agrees to use the proceeds of the Advances for the purpose of supporting the Company's build-out or operation of its network and employing primarily the products and services of Motorola Entities. 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 the Company 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 (a) the Lenders shall be discharged from all obligations to make, renew or maintain the Advances, and (b) the Company 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(b), 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 Company is 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 Company shall not be required to so pay upon demand. -30- 38 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 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 Company 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 Company 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 Company. 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 the Fee Letter or under Section 2.6, each reduction of the 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 -31- 39 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 Company or any other Credit Party, or pursuant to a 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 Company expressly consents to the foregoing arrangements and agrees 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 Company to such Lender by reason thereof as fully as if such Lender had made an Advance directly to the Company 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 Company 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 Company 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 Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. -32- 40 (b) In addition, the Company agrees 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 respect to, this Agreement or any other Credit Document imposed by any Governmental Authority in the United States or the jurisdiction of any Payment Location ("Other Taxes"). (c) The Company 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 Company to the relevant Governmental Authority, the Company will deliver to the Administrative Agent, at its address referred to in Section 12.7, 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 Company is located, or any treaty to which such jurisdiction is a party, with respect to payments by the Company under this Agreement and the other Credit Documents shall deliver to the Company (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 Company 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 Company 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 -33- 41 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 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 Company 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 Company 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 Company and the Administrative Agent by facsimile of its intention to -34- 42 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 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 Company. 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 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 Company 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 Company. If any Affected Party is entitled to reimbursement under this subsection 3.2(d) for any cost, the Affected Party shall deliver to the Company 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 Company elects (which election shall be irrevocable) by giving at least two Business Days prior written notice to the Affected Party, the Company 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 Company has 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 Company is 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 Company may, at its 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 12.5), all of its interests, rights and obligations under this Agreement -35- 43 to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company 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 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 Company (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 Company to require such assignment or delegation cease to apply. SECTION 4 EXPENSES; INDEMNIFICATION; FEES SECTION 4.1 EXPENSES. The Company agrees 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 any 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 McDermott, Will & Emery, counsel to the Agents, and of local counsel to the Agents in Canada, incurred in connection with such negotiation, preparation, execution and delivery of the Credit Documents, 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; and (f) all transfer, stamp, documentary or other similar taxes, assessments or charges, if any, upon any of the Credit Documents; provided the Company's aggregate obligations with respect to clauses (a), (b) and (c) above (and to the extent incurred prior to the Initial Funding Date, clause (f) above) shall not exceed $50,000. Fees shall be deemed reasonable to the extent they are reviewed and approved by the Administrative Agent. SECTION 4.2 INDEMNIFICATION. (a) Without in any way limiting the applicability of subsection 4.2(b) hereof, and without regard to whether the Company or any other Person has disclosed any fact to -36- 44 the Agents or the Lenders, the Company hereby indemnifies and holds 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 execution and delivery of the Credit Documents, 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 Company 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 Company or any other Person has disclosed any fact to an Indemnitee, the Company agrees 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. SECTION 5 SECURITY SECTION 5.1 SECURITY. In order to secure the due payment and performance by the Company of the Obligations, simultaneously with the execution and delivery of this Agreement, the Company shall: (a) (i) Grant to the Collateral Agent (for the benefit of the Lender Parties) a Lien on and pledge with the Collateral Agent, all of the issued and outstanding shares or other forms or evidences of ownership owned by it (whether now owned or hereafter acquired) of Clearnet, by the execution and delivery to the Collateral Agent of a Pledge Agreement in the form of Exhibit B hereto (the "Company Pledge Agreement"), or (ii) -37- 45 grant to the Collateral Agent (for the benefit of the Lender Parties) a Lien on and pledge an amount of unencumbered cash equal to the Maximum Commitment (as the same may have been reduced pursuant to Section 2.5(a)(ii)) less any prepayments made pursuant to Section 2.5(a)(i), by executing and delivering to the Collateral Agent a Cash Collateral Agreement in the form of Exhibit C hereto (the "Cash Collateral Agreement"); and (b) Execute and deliver or cause to be executed and delivered such other agreements, instruments and documents as the Collateral Agent may reasonably require in order to effect the purposes of the Company Pledge Agreement, the Cash Collateral Agreement, this Section 5 and this Agreement. SECTION 6 REPRESENTATIONS AND WARRANTIES The Company makes the representations and warranties attributed to it as a Credit Party in this Section 6 and the Company makes, on behalf of each of the other Credit Parties, the representations and warranties attributable to such Credit Party in this Section 6. SECTION 6.1 ORGANIZATION. (a) Each Credit Party that is not a natural Person is duly organized and validly existing under the laws of its state or jurisdiction of organization. Schedule 6.1(a) hereto accurately and completely lists, as to the Company and the Operating Affiliates (excluding the Subsidiaries of the Persons explicitly referenced in the definition thereof): (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 such Person 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 such Person 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 Company and the Operating Affiliates (excluding the Subsidiaries of the Persons explicitly referenced in the definition thereof) 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 6.1(a) hereto, and, to the extent owned by the Company or any Restricted Subsidiary, are owned free and clear of any Lien except for Permitted Liens. Except as set forth on Schedule 6.1(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 6.1(a) hereto, no Credit Party (other than the Company) has any Subsidiaries. The Company has no Subsidiaries other than those listed on Schedule 6.1(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 -38- 46 and in each state or jurisdiction in which it is qualified to do business. There are no jurisdictions 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 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 6.2 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 Credit 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. (b) All appropriate and necessary corporate, partnership and legal actions have been taken by the Company to authorize the execution, delivery and performance of each Credit Document, and the Company is duly authorized to execute and deliver and to perform its obligations under each of the Credit Documents. SECTION 6.3 GOVERNMENTAL APPROVALS. (a) All Governmental Approvals under all applicable Governmental Rules in connection with (i) the due execution, delivery and performance by the Company of its obligations, and the exercise of its rights, under the Credit Documents, and (ii) the grant by the Company 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, 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. The Credit Parties have obtained, and are in compliance in all material respects with, all Governmental Approvals under all applicable Governmental Rules which are necessary or required for the operation of the Systems and the conduct of the Telecommunications Businesses, except for those Governmental Approvals the failure to have or to be in compliance with could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 the termination, rescission, modification or suspension of which could reasonably be expected to have a Material Adverse Effect, and no such disclosed matter could reasonably be expected to have a Material Adverse Effect. None of the Credit Parties, respectively, has any knowledge that the information set forth in any application submitted by any Credit Party in connection with any Governmental Approval (the termination, rescission, modification or suspension of which could reasonably be expected to have a Material Adverse Effect) is inaccurate or incomplete in any material respect as of the date submitted and as of the Closing Date and true and complete copies of such Governmental Approvals have been -39- 47 (to the extent requested by the Administrative Agent) delivered to the Administrative Agent. SECTION 6.4 EXECUTION, ENFORCEABILITY, VIOLATION OF LAW AND AGREEMENTS. Each of the Credit Documents has been duly executed and delivered by the Company and constitutes, the legal, valid and binding contract, agreement and obligation of the Company enforceable in accordance with its terms except as (x) the enforceability of the Credit 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 Canada, and (iii) equitable orders of the Bankruptcy Court and comparable courts in Canada. The execution, delivery and performance of the terms of each of the Credit Documents by the Company and the payment by the Company of all amounts due on the dates and in the currency provided for therein (a) will not, except as is set forth on Schedule 6.4 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 the Company, which violation or contravention thereof individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (b) will not, except as is set forth on Schedule 6.4 hereto, contravene any governmental guideline or policy statement applicable to the Company 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; (c) 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 the Company; (d) 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 the Company is a party or by which it or any of its properties or assets is bound other than the Credit Documents; and (e) 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. To the extent the representations and warranties contained in this Section 6.4 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 6.5 FINANCIAL STATEMENTS; BUSINESS PLAN. (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, 1998, 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 consolidated balance sheets and consolidated statements of operations, changes in stockholders' equity and cash flows (each as at March 31, 1999), have been prepared in -40- 48 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 6.5, since December 31, 1998, no event that could reasonably be expected to have a Material Adverse Effect 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 aggregate. (b) The financial and business projections 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 (as of the date of the Approved Business Plan). The Approved Business Plan has been accompanied by a summary of the key assumptions utilized in preparing the Approved Business Plans. SECTION 6.6 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 6.7 PROPERTIES. All property and assets (including, without limitation, leasehold and other non-fee simple property interests) 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. SECTION 6.8 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 could not, 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 -41- 49 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 any 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 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 (y) adequate reserves have been established in accordance with GAAP on the books of such Credit Party or (z) 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 6.8(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 comply 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. (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. -42- 50 SECTION 6.9 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 of the Intellectual Property 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. SECTION 6.10 BURDENSOME DOCUMENTS; AGREEMENTS WITH AFFILIATES; OTHER AGREEMENTS. (a) Except as set forth on Schedule 6.10, 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 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 6.10 (including, without limitation, the management agreements listed thereon) and except for agreements (i) with any Restricted Subsidiary of the Company, 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. SECTION 6.11 SECURITY DOCUMENTS. The Security Documents create in favor of the Collateral Agent (for the benefit of the Lender Parties) 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. -43- 51 SECTION 6.12 JUDGMENTS, ACTIONS, PROCEEDINGS. Except as set forth on Schedule 6.12 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 (a) 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 (b) 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 6.13 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 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 6.14 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 6.15 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. The Company 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. No representation or warranty of the 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 6.16 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. -44- 52 Each of the representations and warranties set forth in Section 6 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 Person existing at such time, except that the representations and warranties set forth in subsections 6.5(a) and (b) hereof as to the financial statements of the Company (other than the representation that no Material Adverse Effect has occurred since December 31, 1998) shall be deemed a reference to the audited and unaudited financial statements of the Company most recently delivered to the Administrative Agent pursuant to Sections 7.2 and 7.3 hereof. SECTION 6.17 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 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 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. (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 January 1, 1999, or adequate accruals therefor have been provided for in the financial statements referred to in subsection 6.5(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. -45- 53 (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, 1998, 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 6, all references to a Credit Party in this Section 6.17 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 6.18 USE OF PROCEEDS. No part of the proceeds received by the Company 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 6.19 INVESTMENT COMPANY. Neither the Company nor any of the other Credit Parties is an "Investment Company" within the meaning of the Investment Company Act of 1940, as amended. SECTION 7 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, the Company 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. In addition, the Company agrees to cause each other Credit Party to comply in all respects with each covenant and agreement set forth below and attributed to such Credit Party. SECTION 7.1 PERFORMANCE OF OBLIGATIONS. (a) The Company shall punctually pay all amounts due by it under each of the Credit Documents 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. -46- 54 (b) The Company shall, and shall cause each other Credit Party to, 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) The Company shall, and shall cause each other Credit Party to, 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. The Company shall, and shall cause each other Credit Party to, 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 Company shall promptly forward to the Administrative Agent official receipts or other evidence acceptable to the Administrative Agent establishing payment of such amounts. SECTION 7.2 ANNUAL FINANCIAL STATEMENTS. As soon as available, but not later than 120 days after the end of its fiscal year the Company shall deliver to the Administrative Agent, and if requested, a sufficient number of additional copies for each Lender and the Administrative Agent, (a) 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 and (b) copies of the Governmental Approvals not previously delivered to the Administrative Agent as described in Section 7.6, such consolidated financial statements to be audited and reported on by Deloitte & Touche LLP or other internationally recognized independent certified public accountants of recognized standing selected by the Company, 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 officer of the Company shall deliver a certificate stating that at the date of such certificate (i) 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 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 Company or any such other Credit Party, as the case may be, is taking with respect thereto. In -47- 55 addition, the foregoing certificate shall set forth in reasonable detail the calculations required to establish compliance with the financial covenants set forth in Section 7.15 hereof. SECTION 7.3 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 7.2), the Company 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 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. In addition, the chief financial officer of the Company shall deliver a certificate stating that at the date of such certificate (a) 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 (b) 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 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 the calculations required to establish compliance with the financial covenants set forth in Section 7.15 hereof. SECTION 7.4 OTHER INFORMATION. (a) Promptly upon their becoming available, the Company 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 in connection with any of the Systems. (b) From time to time, the Company shall deliver to the Administrative Agent, such other information regarding the business of the Company, the Operating Affiliates, any System or any Telecommunications Business as the Administrative Agent may reasonably request. (c) The officers of the Company (including, without limitation, the chief financial officer 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 7.2 or 7.3 hereof (commencing with the information delivered for the period ending March 31, 1999), in order to discuss and review the Credit Parties' respective results shown on such financial statements with representatives of the Administrative Agent. SECTION 7.5 ACCESS TO BOOKS; INSPECTIONS. -48- 56 (a) The Company shall, and shall cause each other Credit Party to, 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 Company and the relevant other Credit Parties, and after an Event of Default at the expense of the Company, to inspect the facilities, activities, books of account and records of 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 shall promptly supply to the Lender Parties copies of any reports on its or any 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. The Company shall also make available such further information concerning its or any other Credit Party's business and affairs in the Relevant Countries as any Lender Party may from time to time reasonably request. (b) The Company shall, and shall cause each other Credit Party to, 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 7.6 GOVERNMENTAL APPROVALS. The Company shall, and shall (in the case of clause (a)) cause each other Credit Party to, promptly from time to time obtain or cause to be obtained all Governmental Approvals as shall now or hereafter be necessary (a) for the construction, ownership, completion, operation and maintenance of the relevant Systems and the related Telecommunications Businesses (except where failure to obtain such Governmental Approvals could not reasonably be expected to have a Material Adverse Effect), and (b) 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. SECTION 7.7 INSURANCE. The Company shall, and shall cause each other Credit Party to, (a) 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, (b) along with the deliveries made pursuant to Section 7.3 hereof, deliver a certificate to the Administrative Agent setting forth all insurance then in effect and stating the names of the insurance companies, the -49- 57 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 7.7, and (c) 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 (b) 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 7.8 CONTINUANCE OF BUSINESS. The Company shall, and shall cause each other Credit Party to, maintain its 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 8.5 hereof, the present character of its respective business. SECTION 7.9 MAINTENANCE AND REPAIRS. The Company shall, and shall cause each other Credit Party to, 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 7.10 COMPLIANCE WITH LAW. (a) The Company shall, and shall cause each other Credit Party to, 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, the Company, on its own behalf and on behalf of the other Credit Parties, agrees that its activities in connection with the Systems and the Telecommunications Businesses shall be conducted in full compliance under the United States 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 7.10 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 7.10 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 7.10(a) or in this Agreement to the contrary, the Company shall, and shall cause each other Credit Party to, -50- 58 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 Company or any other Credit Party, and the cost of delineation, removal, treatment and disposal of any such Materials of Environmental Concern. The Company will, and will cause each other Credit Party to, 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 Company, to ensure compliance with this Section 7.10. SECTION 7.11 NOTICES. (a) The Company shall promptly, but in no event later ten 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 agreement or document relating to a System 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 any Credit Party which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; or (B) 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; (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; -51- 59 (b) 30 days prior written notice thereof, any notice received by any Credit Party from any other Governmental Authority regarding events which, if determined adversely, could reasonably be expected to have a Material Adverse Effect, including, without limitation, the rejection, termination or revocation of any Governmental Approval; and (c) 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 7.12 SECURITY; FURTHER ASSURANCES (a) The Company shall register or record each of the Credit Documents (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 Canada), and, in each such case, in such manner and form as the Collateral Agent 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 Collateral Agent 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 (except to the extent resulting solely from an act or omission of the Collateral Agent) 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) The Company shall at all times and at the Company's cost, warrant and defend its title in and to the Collateral. (c) From time to time and at all times hereafter upon the reasonable request of the Collateral Agent and (except to the extent are caused solely by a change in circumstance related to the Collateral Agent) at the cost of the Company, the Company 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. -52- 60 (d) Notwithstanding anything to the contrary contained herein or in the other Credit Documents: (i) If as of the last Business Day of each calendar month the Aggregate Pledge Collateral Value is greater than 130% of the Maximum Collateralized Amount, then all cash collateral then on deposit and subject to the Cash Collateral Agreement shall be released at the written direction of the Company. If as of the last Business Day of each calendar month the Aggregate Collateral Value is less than 125% of the Maximum Collateralized Amount, then, within five Business Days of such date, the Company shall deposit into the account subject to the Cash Collateral Agreement such amount of cash necessary, if any, so that, after giving effect thereto, the Aggregate Collateral Value (determined as of the date of such deposit and using the Closing Price rather than the Average Closing Price for such determination) is at least 125% of the Maximum Collateralized Amount. Along with the deliveries made pursuant to Sections 7.2 and 7.3 hereof, the Company shall deliver a certificate to the Administrative Agent setting forth (with calculations) the Aggregate Collateral Value and the Aggregate Pledge Collateral Value as of the last Business Day of each calendar month during the applicable period. (ii) The Collateral Agent may require the deposit of additional cash by the Company to be subject to the Cash Collateral Agreement if the Aggregate Collateral Value at any time, including as of the last Business Day of a calendar month, is less than 125% of the Maximum Collateralized Amount by giving written notice thereof to the Company. Such deposit shall be made within 5 days of the giving of such notice and shall be in an amount sufficient to make the Aggregate Collateral Value (as of the date of such deposit) at least 125% of the Maximum Collateralized Amount. (iii) Provided that the Company has not elected to deposit cash as cash collateral subject to the Cash Collateral Agreement in the amount and as provided in Section 5.1(a)(ii), the Company may request (which request shall be in writing and delivered to the Agents) that the cash on deposit and subject to the Cash Collateral Agreement be released per the written direction of the Company if, at any time, the Aggregate Pledge Collateral Value is greater than 130% of the Maximum Collateralized Amount. Such cash shall be released upon the written direction of the Company to the extent that, after giving effect to the release, the Aggregate Collateral Value (including any cash collateral not released) is at least 125% of the Maximum Collateralized Amount (determined as of the date of the release). SECTION 7.13 CONSTRUCTION OF THE SYSTEMS. The Company shall proceed, together with the Operating Affiliates, diligently to construct the Systems in the Relevant Countries as required and permitted (to the extent necessary to achieve the Approved Business Plan) pursuant to the Governmental Approvals obtained in connection therewith. -53- 61 SECTION 7.14 MAINTENANCE OF GOVERNMENTAL APPROVALS Except to the extent loss or proposed modification of, or non-compliance with, a Governmental Approval could not reasonably be expected to have a Material Adverse Effect, the Company shall, and shall cause each other Credit Party to: (a) comply in all material respects with the terms and conditions of the its Governmental Approvals, preserve and maintain each such Governmental Approval in full force and effect and shall not permit or suffer to exist any default under its Governmental Approvals which could give rise to a revocation or termination thereof; (b) enforce and maintain in all material respects its respective rights under such Governmental Approvals; and (c) not permit or consent to the modification or waiver (adverse to the license holder or related Operating Affiliate) of any provision of such Governmental Approvals. SECTION 7.15 FINANCIAL COVENANTS. The Company and the other Credit Parties shall have or maintain, on a consolidated basis, and at all times: (a) a ratio of Indebtedness to Normalized EBITDA of not greater than the ratios set forth below at all times for the calendar quarters specified below:

Quarter end date Maximum Indebtedness to Normalized EBITDA ratio 6/30/00 38 : 1 9/30/00 38 : 1 12/31/00 38 : 1 3/31/01 38 : 1 6/30/01 38 : 1 9/30/01 38 : 1

(b) The product of (i) four times (ii) EBITDA, measured for the most recently ended fiscal quarter commencing with the fiscal quarter ending September 30, 1999, of not less than the amount on the quarter end dates set forth below:

Quarter end date Minimum EBITDA 12/31/99 (166,000,000) 3/31/00 (172,000,000) 6/30/00 (166,000,000) 9/30/00 (152,000,000) 12/31/00 (135,000,000) 3/31/01 (114,000,000) 6/30/01 (75,000,000) 9/30/01 (27,000,000)

(c) In addition, in the event that any compliance certificate delivered pursuant to Section 7.2 or 7.3 reflects the failure of the Company to satisfy the EBITDA-related covenant under clauses (a) and (b) above for the most recently ended quarterly period -54- 62 certified thereon, the calculation of EBITDA for such covenants for such period shall include as income, to the extent necessary for compliance with such covenants for such period, an amount equal to the positive difference, if any, of Adjusted Paid-in Capital as of the end of such quarterly period minus the Adjusted Paid-in Capital Amount set forth in the table below as of the end of such quarterly period (the amount of such excess which is included as income for purposes of compliance with clauses (a) and (b) above, together with all previous income adjustments under this clause (c), is referred to as the "Utilized EBITDA Adjustment"); provided that adjustments to income under this clause (c) for a quarterly period shall not be permitted if an adjustment under this clause (c) was made with respect to the immediately preceding quarterly period; provided, further, the Utilized EBITDA Adjustment shall not be treated as income for any other calculation of EBITDA under the Credit Documents.

Quarter end date Adjusted Paid-in Capital Amount 9/30/99 595,460,000 12/31/99 606,000,000 3/31/00 606,000,000 6/30/00 861,000,000 9/30/00 861,000,000 12/31/00 1,117,000,000 3/31/01 1,117,000,000 6/30/01 1,296,000,000 9/30/01 1,296,000,000

SECTION 8 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, the Company 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. In addition, the Company agrees to cause each of the other Credit Parties to comply in all respects with each covenant and agreement set forth below and attributed to such Credit Party. SECTION 8.1 INDEBTEDNESS. The Company shall not, and shall not permit any other Credit Party 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. SECTION 8.2 GUARANTIES. The Company shall not, and shall not permit any other Credit Party to, assume, endorse, be or become liable for, or guarantee, the obligations of any Person (other than the "Borrowing Affiliate Guaranties" and "Parent Guaranties" under and as defined in the MEFA) except (a) by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and (b) in respect of the Permitted Indebtedness of the Credit Parties. For the purposes hereof, the term "guarantee" shall include any agreement, whether such agreement is on a -55- 63 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 8.3 TRANSFER. (a) Except as otherwise permitted by Section 8.5, the Company shall not, and shall not permit any other Credit Party 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 Restricted Subsidiaries) as listed on the most recent balance sheet delivered in accordance with subsections 7.2(a) or 7.3(a) hereof, as the case may be, or the aggregate value of assets disposed of in any year does not exceed 10% of the total assets of the Company on a consolidated basis (excluding Subsidiaries of the Company which are not Restricted Subsidiaries) as listed on the most recent balance sheet delivered in accordance with subsections 7.2(a) and 7.3(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 8.3(a) above, the Company shall not, and shall not permit any other Credit Party 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 8.4 LIENS. The Company shall not, and shall not permit any other Credit Party to, create or suffer to exist any Lien upon or with respect to any of such Person's assets or property, whether now owned or hereafter acquired, other than Permitted Liens and the Liens in existence on the Closing Date as set forth on Schedule 8.4. SECTION 8.5 MERGERS; ACQUISITIONS. The Company shall not, and shall not permit any other Credit Party to, (a) merge or consolidate with any Person (except that a wholly-owned Restricted Subsidiary of the Company may merge into any other wholly-owned Restricted Subsidiary of the Company), or (b) except as permitted by Section 8.9 or Section 8.10 hereof, acquire all or substantially all of the assets or any of the capital stock or the partnership interests of any Person. -56- 64 SECTION 8.6 DISTRIBUTIONS; REDEMPTIONS. (a) The Company shall not, and shall not permit any other Credit Party to, declare or pay any dividends or make any distribution of any kind on such Person's outstanding stock, or set aside any sum for such purposes (all of the foregoing, "Distributions") except to the extent that 100% of such Distributions are immediately applied to prepay (i) first, the MEFA Obligations and (ii) second, the Obligations. (b) The Company shall not, and shall not permit any other Credit Party to, purchase, redeem, retire or otherwise acquire, directly or indirectly, or make any sinking fund payment with respect to, any shares of any class of stock of any such Person 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"), 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 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) repurchases of Warrants issued pursuant to the Warrant Agreement dated as of March 6, 1997 between the Company and The Bank of New York as Warrant Agent; (vii) 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; and (viii) redemptions pursuant to the exercise by the holders thereof of the "put" rights identified on Schedule 8.6 hereto; provided, that, the redemptions, repurchases and payments described in the foregoing clauses (i) - (vii) 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 8.7 USE OF PROCEEDS. The Company shall not use any of the proceeds of any Advance 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 -57- 65 carrying, any margin stock (within the meaning of Regulation U or X of the Board of Governors of the Federal Reserve System). SECTION 8.8 AMENDMENT OF DOCUMENTS AND ORGANIZATION. (a) The Company shall not, and shall not permit any other Credit Party to, (i) amend, waive or modify, or agree to any amendment, waiver, supplement or modification of, or fail to perform its obligations under any document or agreement relating to a System 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 agreement or document relating to a System 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 material agreement or document relating to a System 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 any material agreement or document relating to a System (other than any right of termination) the result of which could reasonably be expected to have a Material Adverse Effect. (b) The Company shall not, and shall not permit any other Credit Party 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 ability to perform its obligations under the Credit Documents. SECTION 8.9 INVESTMENTS; LOANS; ADVANCES. The Company shall not, and shall not permit any other Credit Party to, make any Investment, loan or advance to any Person except as follows: (a) loans or advances to the extent permitted by Section 8.11 hereof; (b) Permitted Investments; (c) Investments permitted by Section 8.5; (d) loans or advances by the Company to the Credit Parties; (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; -58- 66 (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 Subsidiary, so long as all of the Capital Stock of the Restricted Subsidiary owned by the Company or a Restricted Subsidiary has been pledged to the "Collateral Agent" under the MEFA and is not subject to any other Lien, except for Permitted Liens; (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) [Reserved]; (m) Investments by a Credit Party in a Person which will, upon the making of such Investment, become a Restricted Subsidiary 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 Restricted Subsidiary 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 Subsidiaries on the date of such Investment and (ii) none of the Capital Stock of such Person owned by the Company or a Restricted Subsidiary shall 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 in a Person which has ceased to be a Restricted Subsidiary or ceases to observe any of the provisions of the covenants applicable to it as a result of an event similar to those described in Section 10.1(l), (m) or (n); provided (i) such Investment is made solely with the proceeds of a substantially concurrent capital contribution to, or sale of capital stock -59- 67 (other than Redeemable Stock) of, the Company and (ii) after such Investment such event shall no longer continue and such Person shall be a Restricted Subsidiary; and (p) additional Investments, loans and advances not to exceed $10,000,000 in the aggregate. Notwithstanding anything contained in this Section 8.9 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 8.11; provided that (A) all such Persons shall be deemed to be "Restricted Subsidiaries" for all purposes of this Agreement, and (B) 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 Subsidiaries. SECTION 8.10 TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall not permit any other Credit Party to, except as expressly permitted under the Credit Documents, transfer, sell, assign or otherwise dispose of, directly or indirectly, any of its assets to any Affiliate other than a Credit Party (any such Affiliate other than a Credit Party, 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. SECTION 8.11 CHANGES IN BUSINESS. (a) The Company shall not , and shall not permit any other Credit Party 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) The Company shall not, and shall not permit any other Credit Party to, (i) make any material change in its business or the Systems in the Relevant Countries, or (ii) wind-up or liquidate or dissolve itself (or suffer any liquidation or dissolution) or discontinue its business. SECTION 8.12 PREPAYMENTS. -60- 68 The Company shall not, and shall not permit any other Credit Party to, 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, Indebtedness under the MEFA. SECTION 8.13 ERISA OBLIGATIONS. The Company shall not, and shall not permit any other Credit Party to, 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 8.14 SALE AND LEASEBACK TRANSACTIONS. The Company shall not, and shall not permit any other Credit Party to, directly or indirectly, enter into any sale and leaseback transaction or any other arrangement with any Person providing for any such Credit Party to lease or rent property that any such Credit Party has sold or will sell or otherwise transfer to such Person, except as permitted to be incurred as Indebtedness under Section 8.l. SECTION 8.15 NEW SUBSIDIARIES. The Company shall not, and shall not permit any other Credit Party 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 6.1(a) hereof and those Subsidiaries permitted by Section 8.9 and 8.11 hereof. SECTION 8.16 RESTRICTED SUBSIDIARIES. The Company shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary, and shall not itself, and shall not permit any Restricted Subsidiary to, sell, convey, transfer or otherwise dispose of any assets, other than in the ordinary course of business, to any Unrestricted Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such transaction, unless such Subsidiary does not own any stock of, and does not own or hold any Lien on any property of, the Company or any Restricted Subsidiary; provided, that (a) any guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of the Subsidiary being designated as an Unrestricted Subsidiary shall be deemed an incurrence of such Indebtedness or an Investment by the Company or such Restricted Subsidiary (or both, if applicable); (b) either (i) the Subsidiary to be deemed an Unrestricted Subsidiary has total gross assets of $1,000 or less, or (ii) if the Subsidiary to be deemed an Unrestricted Subsidiary has total gross assets greater than $1,000, then such designation shall, for all purposes of Section 8.6 (including clause (b) thereof), be deemed to be a Restricted Payment of an amount equal to the fair market value of the Company's ownership interest in such Subsidiary (including, without -61- 69 duplication, such indirect ownership interest in all Subsidiaries of such Subsidiary), as determined by the Board (as defined below) in good faith; and (c) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (a) of this proviso would be permitted under Sections 8.1 and 8.6, respectively. The Company's Board of Directors (the "Board") may designate any existing Unrestricted Subsidiary or any Person that is about to become a Subsidiary of the Company as a Restricted Subsidiary if, after giving effect to such action (and, if such designation is made in connection with the acquisition of a Person or an operating business that is about to become a Subsidiary of the Company, after giving effect to all terms of such acquisition) (a) on a pro forma basis, on the date of such action, the Liens and Indebtedness, if any, of such Unrestricted Subsidiary or Person outstanding immediately prior to such designation would have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Agreement; and (b) no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing provisions of this Section 8.16, the Board may not designate any of the Operating Affiliates to be an Unrestricted Subsidiary. The Board, from time to time, may designate any Person that is about to become a Subsidiary of the Company as an Unrestricted Subsidiary, and may designate any newly-created Subsidiary as an Unrestricted Subsidiary, if at the time such Subsidiary is created it contains no assets (other than such de minimis amount of assets then required by law for the formation of corporations) and no Indebtedness. Subsidiaries of the Company that are not designated by the Board as Restricted or Unrestricted Subsidiaries shall be deemed to be Restricted Subsidiaries. Notwithstanding any provisions of this Section 8.16, all Subsidiaries of an Unrestricted Subsidiary shall be Unrestricted Subsidiaries. SECTION 9 CONDITIONS PRECEDENT SECTION 9.1 CONDITIONS TO INITIAL ADVANCE. The obligations of the 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 and the Lenders on or prior to the date of the initial Advance: (a) All representations and warranties in Section 6 hereof shall be true and correct as of the date made and as of the date of the initial Advance (except to the extent they relate to an earlier date in which case such representations and warranties shall be true as of such date). (b) Company Documents. The Company shall have: (i) executed and delivered to the Administrative Agent this Agreement and, to the extent requested by one or more of the Lenders, the Financing Note(s); -62- 70 (ii) delivered to the Agents: (A) copies of, or certificates of the issuing companies with respect to, policies of insurance owned by the Company complying with the provisions of Section 7.7 hereof; (B) evidence of the Company's liability insurance policies, and (C) evidence that such insurance is in full force and effect; (iii) executed and delivered to the Collateral Agent the Company Pledge Agreement or the Cash Collateral Agreement, together with, in the case of the Company Pledge Agreement (A) the certificates evidencing the capital stock pledged by it accompanied by stock powers endorsed in blank and irrevocable proxies relating thereto; (B) any written consents and acknowledgements from the holders of the capital stock of Clearnet, any amendments to Clearnet's organizational documents (including, without limitation, an amendment to Clearnet's articles of incorporation which provides that the Collateral Agent shall be a "permitted transferee" under Clearnet's articles of incorporation given the purposes for which Advances are being made hereunder as set forth in Section 2.9), and any and all other agreements that are necessary to allow for (1) the execution of the Company Pledge Agreement, (2) the enforcement of remedies by the Collateral Agent under the Company Pledge Agreement, (3) the transfer or conversion by the Collateral Agent of the Pledged Shares in accordance with the Company Pledge Agreement, and (4) the enjoyment by the Collateral Agent of any rights relating to the Pledged Shares, including, without limitation, the rights granted under the Transfer Restriction Agreement; and (C) evidence reasonably satisfactory to the Collateral Agent that Clearnet's Class D shares have been released from the escrow established pursuant to the terms of the Escrow Agreement; (iv) duly complied with all of the terms and conditions of the Company Pledge Agreement or the Cash Collateral Agreement, as applicable; (v) made all necessary registrations under the law of the United States and Canada, 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 Company; and (vii) otherwise duly complied with all of the terms and conditions of the Security Documents to be executed by it. (c) The Administrative Agent shall have received the following documents: (i) copies, certified by an Authorized Officer of the Company, of the Articles of Incorporation (including, without limitation, any amendments thereto) and Bylaws of the Company, each as amended to date, along with evidence establishing the existence and good standing of the Credit Parties incorporated in the United States of America; -63- 71 (ii) certificates of an Authorized Officer of the Company certifying (A) the resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery and performance of the Credit Documents, and (B) the authority, name, title and specimen signature of each individual authorized to execute the Credit Documents, and any other documents in relation thereto on behalf of the Company and to bind the Company thereby; (iii) a copy of the Company's most recent audited and of the Company's most recent unaudited financial statements in conformity with Sections 7.2 and 7.3 hereof, and (iv) the opinion of Canadian local counsel to the Company and the opinion of special United States counsel to the Company, each dated the Initial Funding Date and addressed to the Agents and the Lenders (and to be relied upon by their respective assigns), in the form attached hereto as Exhibits D-1 and D-2, respectively. (d) The Administrative Agent shall have received the Approved Business Plan for the Company. (e) All fees payable in connection with the transactions contemplated by this Agreement shall have been paid. (f) The Company shall have otherwise complied with the collateral security requirements in Section 5 of this Agreement. SECTION 9.2 CONDITIONS TO ALL ADVANCES. The obligation of the Lenders to make any Advance to the Company upon the occasion of each financing hereunder (including, without limitation, the initial Advance) 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 shall have occurred and be continuing, (ii) the representations and warranties made by the Company in the Credit Documents are true and correct in all material respects (other than those 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 Company certifying as to the foregoing matters. SECTION 10 EVENTS OF DEFAULT SECTION 10.1 EVENTS OF DEFAULT. -64- 72 Each of the following events shall constitute an Event of Default hereunder: (a) The Company 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 Company 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 10.1) 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 or more days. (c) Any representation or warranty made by the Company herein or in any other Credit Document 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. (d) 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, 7.11, 7.14 and 7.15 and Section 8 of this Agreement attributed to it. (e) 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 30 days after written notice thereof has been given by the Administrative Agent. (f) Any Governmental Approval necessary to enable the Company or any other Credit Party to comply with its obligations under the Credit 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 Business days by proper proceedings and dismissed or stayed within 30 days, or notice shall have been given by such Governmental Authority for such purpose and shall have remained uncontested for ten Business Days. (g) 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 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 the Company under any such agreement or document, the effect of which is to accelerate or to permit the acceleration of the maturity of such Indebtedness. -65- 73 (h) 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 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, shall have been entered against any Credit Party and not paid and discharged, dismissed or stayed within 30 days. (i) 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 60 days or more; or any order for relief shall have been entered in any such proceeding or the Company, 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 60 days or more. (j) Any Credit Party shall become unable, admit in writing or fail generally to pay its debts as they become due. (k) 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 of its property through legal proceedings or distraint that is not vacated within 60 days from the date thereof. (l) 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. (m) 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, any portion of the Collateral other than pursuant to a failure by the Collateral Agent. -66- 74 (n) 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 Credit Party to the PBGC in excess of $5,000,000. (o) 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. (p) 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. (q) The Company shall have ceased to own, free of any liens (other than Liens arising under the Credit Documents or, in the case of the Operating Affiliates, Permitted Liens), and maintain, directly or indirectly, the number of shares of the Class D common stock of Clearnet (or such number of shares of the publicly-traded Class A common stock of Clearnet into which such Class D common stock is convertible) and the capital stock of the Operating Affiliates specified in Schedule 10.1(q) hereto, with the numbers thereon to be promptly adjusted to reflect stock dividends, stock splits, reclassifications, and similar events requiring adjustment. (r) 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. (s) This Agreement, the Financing Note, 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 the Company or the Company shall deny that it has any or further liability thereunder or hereunder as the case may be. (t) Any event constituting a default or event of default which would permit acceleration under the Nextel Argentina Facility or the Nextel Brazil Facility as each of the same is in effect on the date hereof or as amended with the consent of the Required Lenders. (u) The occurrence of any Change of Control. SECTION 10.2 REMEDIES. (a) Except as described in the immediately succeeding sentence, if an Event of Default described in subsections 10.1(i), (j), (k), (l) and (m) hereof 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 -67- 75 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 Company. 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, by written notice to the Company, (A) declare the Commitments to be terminated whereupon the obligation of the Lenders to make or maintain the Advances hereunder shall forthwith terminate, and (B) 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 Company. 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 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 Canada or other applicable laws, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law. (b) The Company agrees, 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. (c) The Collateral Agent may, upon the occurrence and during, the continuance of an Event of Default, without demand and without advertisement or notice, all of which the Company waives 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; 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. (d) In connection with the foregoing remedies, the Company 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 the Collateral Agent or the Required Lenders may enforce any obligations of the Credit Parties as set forth in this Agreement and the other Credit Documents by an action for specific performance. (e) The Lender Parties may (but shall not be obligated to) make advances to preserve, protect or obtain any of the Collateral, and all such advances shall become part -68- 76 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 average interest rate applicable (including the Applicable Margin thereon) to the Financing Note on the date of such advance. (f) All moneys received by the Collateral Agent pursuant to any right given or action taken under Section 11 of this Agreement shall be applied as follows: FIRST - To the reimbursement to the Lender Parties of all reasonable expenses and costs of litigation and of any proceedings resulting in the collection of such moneys, including, without limitation, attorney's fees, receivership, collection, maintenance, improvements and other acts of administration and sale of properties; SECOND - To the payment of the unpaid principal of and interest on any Advance which shall have become due and payable and other fees, costs and expenses which the Company is required to pay from time to time to the Lender Parties under or pursuant to this Agreement or any other Credit Document, as well as all other obligations, covenants, undertakings and liabilities of the Company to the Lender Parties arising out of or in connection with this Agreement or any other Credit Document, which shall have become due and payable in such order as the Lenders may decide; and THIRD - The balance, if any, shall be delivered and paid to the Company. (g) The Lender Parties shall not proceed to liquidate the Collateral 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 Lender Parties may continue so to liquidate until all outstanding obligations which have become due and payable have been satisfied in full. (h) The Agents may exercise any and all of their remedies under the Security Documents contemporaneously or separately from the exercise of any other remedies hereunder or with respect to any Collateral. SECTION 10.3 CUMULATIVE RIGHTS. No failure or delay on the part of any Lender Party in exercising any right, power or remedy accruing to it upon any breach or default of the Company 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 10.4 WAIVER OF DEMAND; SETOFF. -69- 77 DEMAND, PRESENTMENT, PROTEST AND NOTICE OF DEMAND, PRESENTMENT, PROTEST AND NONPAYMENT ARE HEREBY WAIVED TO THE EXTENT PERMITTED BY LAW BY THE COMPANY. THE COMPANY ALSO WAIVES THE BENEFIT OF ALL RIGHTS OF SETOFF AND ALL VALUATION, APPRAISAL AND EXEMPTION LAWS TO THE EXTENT PERMITTED BY LAW. SECTION 10.5 WAIVER OF NOTICE. IN THE EVENT OF AN EVENT OF DEFAULT, THE COMPANY HEREBY WAIVES 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. THE COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS AGREEMENT. SECTION 11 THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT In order to expedite the transactions contemplated by this Agreement, Motorola Credit Corporation is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders (for purposes of this Section 11, 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 give notice on behalf of each of the Lenders to the Company 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 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. 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 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 -70- 78 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 Company or any other Credit Party on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or 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 Agent as provided below, either Agent may resign at any time by notifying the Lenders and Company. 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 Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor 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 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 Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent's resignation hereunder, the provisions of this Article and Section 8.5 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 Agent. With respect to the Advances made by it hereunder, each Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and the Agents and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its aggregate Commitment hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, 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 -71- 79 Company and (b) to indemnify and hold harmless each 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 Agent or any of them 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 Company or any other Credit Party; provided that no Lender shall be liable to an 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 such Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Agents 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 Agents 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. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as the Company requests in writing, but failure of the Collateral Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Collateral Agent to preserve or protect any rights with respect to such Collateral against prior parties, or to do any act with respect to the preservation of such Collateral not so requested by the Company, shall be deemed a failure to exercise reasonable care in the custody or preservation of such Collateral. SECTION 12 MISCELLANEOUS SECTION 12.1 WAIVER OF SOVEREIGN IMMUNITY. To the extent that the Company or any of its respective assets has or hereafter may acquire any right to immunity from suit, setoff, legal proceedings generally, attachment prior to judgment, attachment in aid of execution or other attachment or execution of judgment on the rounds of sovereignty or otherwise, the Company 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. -72- 80 SECTION 12.2 VENUE FOR SUIT. The Company 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, the Company 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. The Company 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. The Company 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 the Company to receive, accept and acknowledge, for and on behalf of the Company 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. The Company 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 Company 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 12.2. The Company 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 the Company in accordance with this Section 12.2 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 Company by registered or certified mail, or overnight express air courier, provided that failure to provide such copy to the Company shall not impair or affect in any way the validity of such service or any judgement rendered in such action or proceedings. The Company agrees that service upon the Company or any such designee, appointee and agent as provided for herein shall constitute valid and effective personal service upon the Company with respect to matters contemplated in this Section 12.2 and that the failure of any such designee, appointee and agent to give any notice of such service to the Company 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 the Company in any other venue where assets of the Company may be found. -73- 81 SECTION 12.3 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 12.4 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 12.5 BINDING EFFECT; ASSIGNMENT. (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, the Lender Parties and their respective successors and assigns, provided, that the Company 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 Company (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 Company (the "Syndication"). The Initial Lender may request the Company 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 Company, 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 12.5(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 Company 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 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 Company agrees 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 Company 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 -74- 82 limitation, providing information to and responding to questions from prospective assignees with respect to the operations, business plans and other matters relating to the Company's business on a timely basis and in any manner reasonably requested by the Initial Lender). SECTION 12.6 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 Company therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection 12.6(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 the Company in any case shall entitle the Company 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 Company 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 12.5, 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. SECTION 12.7 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: Nextel International, Inc. 2001 Edmund Halley Drive Reston, Virginia 20191 Attention: Chief Financial Officer Fax No.: (703) 433-8435 -75- 83 with a copy to: Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, OH 44114 Attention: Jeanne M. Rickert Fax No.: (216) 579-0212 To the Administrative Agent: Motorola Credit Corporation 1301 East Algonquin Road Schaumburg, Illinois 60196-1065 Attention: Gary B. Tatje Fax No.: (847) 538-2279 with a copy to: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196-1065 Attention: Law Department, Global Finance Group Fax No.: (847) 576-3628 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. 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 12.8 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 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 12.9 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 12.10 CONFIDENTIALITY. -76- 84 Each of the Company 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 and potential assignees and participants, 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 12.10, 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 12.10 or (ii) becomes available to such party on a non-confidential basis from a source other than the other parties hereto. For the purposes of this Section 12.10, "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 non-confidential 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 12.10 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 12.11 TERM OF AGREEMENT. This Agreement shall continue in full force and effect, and be binding upon the Company, until all of the Obligations have been fully and indefeasibly paid and performed whereupon this Agreement shall terminate. Notwithstanding the foregoing, all the indemnification provisions shall survive and all other provisions which by their terms survive termination shall so survive. -77- 85 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: NEXTEL INTERNATIONAL, INC. By: /s/ Byron Siliezar ------------------ Name: Byron Siliezar ------------------------- Title: Chief Financial Officer ------------------------ INITIAL LENDER: MOTOROLA CREDIT CORPORATION By: /s/ Gary Tatje ------------------ Name: Gary B. Tatje Title: Vice President ADMINISTRATIVE AGENT: MOTOROLA CREDIT CORPORATION By: /s/ Gary Tatje ------------------ Name: Gary B. Tatje Title: Vice President COLLATERAL AGENT: MOTOROLA CREDIT CORPORATION By: /s/ Gary Tatje ------------------ Name: Gary B. Tatje Title: Vice President [SIGNATURE PAGE TO SECURED LOAN AGREEMENT] EX-10.3 6 ex10-3.txt FIRST AMEND. TO SECURED LOAN AGREEMENT 1 Exhibit 10.3 EXECUTION VERSION FIRST AMENDMENT TO SECURED LOAN AGREEMENT This First Amendment (the "First Amendment") to Secured Loan Agreement is entered into by and between NEXTEL INTERNATIONAL, INC., a corporation organized under the laws of the State of Washington, with its principal office at 2001 Edmund Halley Drive, Reston, Virginia, 20191 U.S.A. (the "Company") and MOTOROLA CREDIT CORPORATION, a corporation duly organized under the laws of the State of Delaware, U.S.A., with its principal office at 1303 East Algonquin Road, Schaumburg, Illinois 60196-1065, U.S.A. (referred to herein as the "Creditor" or "MCC"). W I T N E S S E T H: WHEREAS, the Company has heretofore entered into a Secured Loan Agreement, dated as of December 16, 1999 with the Creditor and with MCC in its capacities as collateral agent (in such capacity, the "Collateral Agent") and as administrative agent (in such capacity, the "Administrative Agent") (as heretofore amended, modified or supplemented, the "Financing Agreement"; capitalized terms used herein and not otherwise defined herein having the meanings assigned thereto in the Financing Agreement); WHEREAS, the Company has requested that the Creditor agree to certain amendments to the Financing Agreement; and WHEREAS, subject to the terms and conditions set forth herein, the Creditor is willing to undertake certain amendments to the Financing Agreement. NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Company and the Creditor hereby agree as follows: SECTION 1. AMENDMENTS. Upon the satisfaction by the Company of the conditions precedent set forth in Section 2 below, and in reliance on the warranties of the Company set forth in Section 3 below, the Financing Agreement is hereby amended as follows: 1.1 The definition of "Permitted Indebtedness" in Section 1.1 of the Financing Agreement is hereby amended by deleting clause (f) and inserting the following in lieu thereof: "(f) Indebtedness of the Credit Parties (i) not exceeding, in the aggregate, the lesser of (x) the gross amount of the issuance of the Company's Senior -1- 2 Serial Redeemable Notes due 2010 issued on or before September 30, 2000 and (y) $800,000,000, (ii) having a weighted average life to maturity longer than each of (x) the MEFA Obligations and (y) the Obligations for Advances made under this Agreement and (iii) which shall be unsecured and otherwise be on terms and conditions reasonably satisfactory to the Required Lenders;" 1.2 There is hereby added to the Schedules to the Financing Agreement a Schedule 1.1(e) (Target Cumulative Subscribers) in the form attached. 1.3 The following term is hereby added to Section 1.1 of the Financing Agreement in its appropriate alphabetical order: " "Aggregate Subscribers" means, for any date, the sum as of such date of (a) the aggregate number (without duplication) of Subscriber Units of the Company, Nextel Mexico, Nextel Peru, Nextel Argentina and Nextel Brazil plus (b) the product of the Company's Ownership Percentage of Nextel Philippines times the Subscriber Units of Nextel Philippines." 1.4 The terms "Borrowing Affiliate," "Nextel Philippines," and "Subscriber Units" shall be deemed to have the meanings under the Financing Agreement which are given to such terms under the MEFA as of the date of this First Amendment. 1.5 The last sentence of Section 7.2 of the Financing Agreement is hereby amended and restated in its entirety as follows: "The foregoing financial statements shall be accompanied by a certificate of the Company's or Nextel International's principal financial officer setting forth in reasonable detail each of the calculations required to establish compliance with the financial covenants set forth in Section 7.15 hereto, which certificate shall include a representation that each such calculation (including, without limitation, any such calculations made pursuant to any Schedule to this Agreement) (i) has been made in accordance with GAAP, (ii) is consistent with all relevant definitions set forth in this Agreement, and (iii) is consistent with the Company's preparation of the Approved Business Plan." 1.6 The last sentence of Section 7.3 of the Financing Agreement is hereby amended and restated in its entirety as follows: "The foregoing financial statements shall be accompanied by a certificate of the Company's principal financial officer setting forth in reasonable detail each of the calculations required to establish compliance with the financial -2- 3 covenants set forth in Section 7.15 hereto, which certificate shall include a representation that each such calculation (including, without limitation, any such calculations made pursuant to any Schedule to this Agreement) (i) has been made in accordance with GAAP, (ii) is consistent with all relevant definitions set forth in this Agreement, and (iii) is consistent with the Company's preparation of the Approved Business Plan." 1.7 Section 7.15 of the Financing Agreement is hereby amended and restated in its entirety as follows: "(a) a ratio of Indebtedness to EBITDA of not greater than the ratios set forth below, measured at the end of each fiscal quarter of the Company commencing with the fiscal quarter ending June 30, 2002:

Quarter end date Maximum Indebtedness to EBITDA 6/30/02 107 : 1 9/30/02 36 : 1 12/31/02 21 : 1 3/31/03 14 : 1 6/30/03 11 : 1 9/30/03 9.1 : 1 12/31/03 7.7 : 1 3/31/04 6.6 : 1 6/30/04 5.3 : 1 9/30/04 4.6 : 1 12/31/04 4.1 : 1

(b) The product of (i) four times (ii) EBITDA, measured for the most recently ended fiscal quarter commencing with the fiscal quarter ending March 31, 2000, of not less than the amount on the quarter end dates set forth below:

Quarter end date Minimum EBITDA 3/31/00 (174,000,000) 6/30/00 (190,000,000) 9/30/00 (172,000,000)

-3- 4

Quarter end date Minimum EBITDA 12/31/00 (145,000,000) 3/31/01 (122,000,000) 6/30/01 (81,000,000) 9/30/01 (29,000,000) 12/31/01 12,000,000 3/31/02 52,000,000 6/30/02 86,000,000 9/30/02 113,000,000 12/31/02 137,000,000 3/31/03 163,000,000 6/30/03 196,000,000 9/30/03 228,000,000 12/31/03 267,000,000 3/31/04 299,000,000 6/30/04 328,000,000 9/30/04 334,000,000 12/31/04 334,000,000

(c) Notwithstanding anything herein to the contrary (including, without limitation, the provisions of Section 10.1 hereof), a breach of Section 7.15(a) or Section 7.15(b) hereof as of any quarter end date shall not constitute an Event of Default hereunder unless the Aggregate Subscribers as of the end of such quarter were less than the "Total Ending Consolidated Digital Subscribers" set forth opposite the quarter end dates set forth in Schedule 1.1(e)." 1.8 The parties agree and acknowledge that the address for notices for the Company shall, until changed pursuant to Section 12.7 of the Financing Agreement, be Nextel International, Inc., 10700 Parkridge Blvd., Suite 600, Reston, Virginia 20191, Attention: Chief Financial Officer (Telecopy: 703-390-5111), with copies to Nextel International, Inc., 2001 Edmund Halley Drive, Reston, VA 20191, Attention: Legal Department (Telecopy: 703-433-4035). SECTION 2. CONDITIONS. As conditions precedent to the effectiveness of the First Amendment, on or before September 30, 2000, each of the following shall have occurred: -4- 5 (a) the Company shall have delivered to the Creditor the First Amendment, duly executed and delivered and appropriately dated and in form and substance satisfactory to the Creditor; (b) the Creditor shall have received an opinion of counsel for the Company with respect to the issuance of the Senior Notes (defined below); (c) the Company shall have delivered certified copies of the documentation with respect to the Company's issuance of its Senior Serial Redeemable Notes due 2010 (the "Senior Notes") which shall be unsecured obligations in a gross amount not to exceed $800,000,000 having an interest rate of not greater than 14.5 % per annum, no scheduled principal amortization prior to July 1, 2010 and other terms and provisions reasonably acceptable to the Creditor; (d) the Company shall have received net proceeds from the issuance of the Senior Notes of not less than 95% of the gross proceeds from such issuance; and (e) the Company shall have delivered such other documents as the Creditor may reasonably request. SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Creditor to enter into the First Amendment, the Company hereby represents and warrants to the Creditor as of the date hereof (and shall be deemed to represent and warrant as of the initial date of effectiveness of this First Amendment) that: (a) The representations and warranties contained in the Financing Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof, except for representations and warranties that speak as of a particular date, in which case such representations and warranties are true as of such date; (b) There has been no Material Adverse Effect since March 31, 2000; (c) 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, 1999, and all other information and data heretofore furnished by the Company, or any agent of the Company on behalf of the Company to the Creditor, including, the quarterly (each as at March 31, 2000) 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; -5- 6 (d) Each Credit Party has made all material required contributions under the Plans for all periods through and including March 31, 2000, or adequate accruals therefor have been provided for in the financial statements referenced in paragraph (c) above; (e) 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, 2000, exceed the actuarial value of the assets of the Plans allocable to such vested and non-vested benefits by a material amount; (f) Equity Contributions for the Company in an aggregate amount of net less than $292,000,000 for the period commencing on January 1, 2000 and ending on June 30, 2000 shall have been made by the shareholders of the Company; and (g) After giving effect to the First Amendment, no Default or Event of Default has occurred and is continuing. SECTION 4. GENERAL. 4.1 Reservation of Rights; Subsequent Adjustment. (a) The Company acknowledges and agrees that the execution and delivery of the First Amendment shall not be deemed (i) to create a course of dealing or otherwise obligate the Creditor to forbear or execute similar amendments under the same or similar circumstances in the future, or (ii) as a waiver by the Creditor of any covenant, condition, term or provision of the Financing Agreement or any of the other Credit Documents, and the failure of the Creditor to require strict performance by the Company or any other Credit Party of any provision thereof shall not waive, affect or diminish any right of the Creditor to thereafter demand strict compliance therewith. The Creditor hereby reserves all rights granted under the Financing Agreement, the other Credit Documents and the First Amendment. (b) The Company and the Creditor agree that, if the gross proceeds of the issuance of the Senior Notes is not $500,000,000 (and is less than or equal to $800,000,000), the Company and the Creditor shall negotiate in good faith to adjust the provisions of Section 8.15 amended hereby in a manner reasonably consistent with the determination of the amendments contained herein to reflect the actual amount of the gross proceeds of such issuance. 4.2 Full Force and Effect. As hereby modified, the Financing Agreement and each of the other Credit Documents shall remain in full force and effect and each is hereby ratified, approved and confirmed in all respects. -6- 7 4.3 Affirmation. The Company hereby affirms its obligations under Section 4 of the Financing Agreement and agrees to pay on demand all reasonable costs and expenses of the Creditor in connection with the preparation, execution and delivery of the First Amendment and all instruments and documents delivered in connection herewith. 4.4 Successors and Assigns. The First Amendment shall be binding upon and shall inure to the benefit of the Company, the Creditor and the respective successors and assigns of the Company and the Creditor. 4.5 Counterparts. The First Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same First Amendment. * * * * * -7- 8 IN WITNESS WHEREOF, the Company and the Creditor have executed this First Amendment as of the 26th day of July, 2000. COMPANY: NEXTEL INTERNATIONAL, INC. By: /s/ Robert B. Shanks ------------------------------ Name: Robert B. Shanks ----------------------------- Title: Vice President ----------------------------- CREDITOR: MOTOROLA CREDIT CORPORATION By: /s/ Gary B. Tatje -------------------------------- Name: Gary B. Tatje ----------------------------- Title: Vice President ----------------------------- -8- EX-10.4 7 ex10-4.txt SECOND AMENDED RESTATED RIGHT OF FIRST OPPORTUNITY 1 Exhibit 10.4 SECOND AMENDED AND RESTATED RIGHT OF FIRST OPPORTUNITY AGREEMENT SECOND AMENDED AND RESTATED RIGHT OF FIRST OPPORTUNITY AGREEMENT, dated as of August 1, 2000 (the "Agreement"), between NEXTEL COMMUNICATIONS, INC., a Delaware corporation ("Nextel Communications") and NEXTEL INTERNATIONAL, INC., a Washington corporation and a substantially wholly owned subsidiary of Nextel Communications ("Nextel International"). W I T N E S S E T H : WHEREAS, Nextel International is offering (the "Offering") $650.0 million aggregate principal amount of its 12.75% Senior Serial Notes due 2010 (the "Notes"); WHEREAS, Nextel Communications and Nextel International entered into that certain Right of First Opportunity Agreement, dated as of March 6, 1997 (the "Right of First Opportunity Agreement"), in connection with Nextel International's offering of 951,463 Units, each unit consisting of one 13% Senior Discount Note due 2007 (the "1997 Notes") and one warrant (the "Warrants") to purchase (subject to adjustment as provided in the Warrants) .10616 shares of common stock, no par value, at an exercise price of $36.45 per share, to provide for certain matters concerning Nextel Communications' and Nextel International's respective involvement in the wireless telecommunications industry; WHEREAS, Nextel Communications and Nextel International amended and restated the Right of First Opportunity Agreement by entering into that certain Amended and Restated Right of First Opportunity Agreement, dated as of March 12, 1998 (the "First Amendment and Restatement"), in connection with Nextel International's offering of $730.0 million of its 12 1/8% Senior Discount Notes due 2008 (the "1998 Notes"; and together with the 1997 Notes, the "Existing Notes"); and WHEREAS, to facilitate the Offering, the parties hereto desire to amend and restate the First Amendment and Restatement for the benefit of the holders of the Notes. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt of which is acknowledged, the parties, intending to be legally bound hereby, hereto agree as follows: SECTION 1. First Opportunity Procedures. Nextel Communications hereby agrees that until the earliest to occur of (i) April 15, 2007 and (ii) the date on which a Change of Control (as such term is defined in the respective indentures pursuant to which the Existing Notes and the Notes were issued (the "Indentures")) occurs, neither Nextel Communications nor any Affiliate that is controlled by Nextel Communications (other than Nextel International or any Restricted Group Member (as such term is defined in the Indentures; collectively, the "Nextel International Group")) shall be a party to any Future Wireless Opportunity (as such term is defined below) except in compliance with the procedures set forth in this Section 1. A "Future 2 Wireless Opportunity" shall mean any transaction in which Nextel Communications or any Affiliate that is controlled by Nextel Communications would hold any equity securities or similar instrument representing an ownership interest ("Equity Interest") in another Wireless Entity (as such term is defined below), or would direct or otherwise participate in the management of another Wireless Entity; provided that the term "Future Wireless Opportunity" shall not mean or include any of the following: (i) holding any Equity Interest in any member of the Nextel International Group or directing or participating in the management of any member of the Nextel International Group, (ii) holding any securities in or issued by any Wireless Entity which are not convertible into or exercisable or exchangeable for any Equity Interest in a Wireless Entity, (iii) holding any Equity Interest (or securities that are convertible into or exercisable or exchangeable for any Equity Interest) in a Wireless Entity that represents, on a fully-diluted basis, five percent (5%) or less of the total fully-diluted Equity Interests in such Wireless Entity, (iv) continuing to hold any investment in a wireless communications service business with operations outside the United States of America (including its territories, possessions and protectorates) that was made by Nextel Communications prior to March 6, 1997 with respect to the 1997 Notes and Warrants, prior to March 12, 1998 with respect to the 1998 Notes and prior to the date hereof with respect to the Notes and was not contributed to Nextel International prior to March 6, 1997 with respect to the 1997 Notes and Warrants, prior to March 12, 1998 with respect to the 1998 Notes and prior to the date hereof with respect to the Notes, as the case may be, or continuing to exercise rights to direct or participate in the management of any such business or (v) any commercial relationship with any Wireless Entity (including, without limitation, channel or frequency sharing, roaming, the purchase, sale or exchange of goods and/or services, licensing of intellectual property or other intangible rights or Nextel International business related arrangement) that does not involve directing or participating in the management of such Wireless Entity. A "Wireless Entity" shall mean any corporation, partnership, trust, association or other form of business organization ("Entity") whose principal business activity involves the direct or indirect ownership or operation of two-way terrestrial-based mobile wireless communications systems anywhere in the world other than (A) the United States of America (including its territories, possessions and protectorates) and (B) so long as Nextel Communications has any direct or indirect Equity Interest (other than those held by or through a member of the Nextel International Group) in Clearnet Communications, Inc. (including any successor to such entity or to all of the specialized mobile radio communications business activities conducted by such entity or its subsidiaries; "Clearnet"), in any of the provinces and territories that, on March 6, 1997, collectively constitute Canada (the areas described in the foregoing clauses (A) and (B), the "Excluded Areas"), but shall not mean or include any such Entity in which Nextel Communications or its controlled Affiliates (other than any member of the Nextel International Group) first acquired an Equity Interest or first became entitled to direct or participate in the management of following compliance with the procedures set forth in the next paragraph of this Section 1. Except at Nextel Communications' specific request or with Nextel Communications' prior written consent, no member of the Nextel International Group shall hold, acquire or direct or otherwise participate in the management of any wireless communications service business (other than Clearnet) having any operations in the Excluded Areas. If Nextel Communications or any of its controlled Affiliates becomes aware of any Future Wireless Opportunity, it shall promptly notify the Chief Executive Officer and the 2 3 Board of Directors of Nextel International of such Future Wireless Opportunity and, to the extent known, of the terms, conditions and circumstances applicable to such Future Wireless Opportunity (such notice is referred to herein as the "Initial Notice"). If either (i) the Board of Directors of Nextel International (or of the appropriate member of the Nextel International Group) thereafter notify Nextel Communications that such member of the Nextel International Group is not able or elects not to pursue such Future Wireless Opportunity or (ii) the appropriate member of the Nextel International Group has not notified Nextel Communications, within sixty (60) days after the date of the Initial Notice, that such member intends to pursue the Future Wireless Opportunity (provided that if such Future Wireless Opportunity involves any financial commitment to be made by a Nextel International Group member, Nextel Communications will not be deemed to have been notified that a Nextel International Group member intends to pursue the Future Wireless Opportunity unless the notification of such intent ("Notice of Intent") is either preceded or accompanied by (A) a statement, in reasonable detail, of the sources of financing reasonably available to such Nextel International Group member that will be used to satisfy such financial commitment and that such financing is permitted under the Indentures and the other loan documents, if any, to which the applicable Nextel International Group members are parties or by which they are bound (a "Financing Statement") or (B) a good faith written undertaking to identify the source and nature of such financing in a writing to be delivered to Nextel Communications within 30 days after the date on which the Notice of Intent is delivered ("Proposed Financing Notice"), and to deliver a Financing Statement consistent with the Proposed Financing Notice within 60 days after the Notice of Intent is delivered; provided, that, a failure to timely deliver a Proposed Financing Notice or the related Financing Statement will be treated as an election by the Nextel International Group not to pursue such Future Wireless Opportunity) or (iii) thereafter ceases to pursue such Future Wireless Opportunity diligently and in good faith or fails to consummate such Future Wireless Opportunity within nine months of the date of the Initial Notice (extended as may be reasonably required to obtain any necessary governmental approval or clearances) then, and in any such event, Nextel Communications or any of its controlled Affiliates may pursue for itself and consummate, without further obligation, condition or restriction under this Section 1, such Future Wireless Opportunity on substantially the same terms and conditions as were set forth in the Initial Notice (or, if applicable and at Nextel Communications' election, on terms and conditions in the aggregate no more favorable to Nextel Communications or its appropriate controlled Affiliates than those (if any) advanced by any member of the Nextel International Group that previously elected to pursue such Future Wireless Opportunity as acceptable to such member). Nothing in this Section 1 shall obligate Nextel Communications or any of its controlled Affiliates to provide any financing or any other assistance to any member of the Nextel International Group in connection with such member's consideration and/or pursuit of any such Future Wireless Opportunity. For purposes of this Section 1: "Affiliate" as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the 3 4 direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. SECTION 2. Third Party Beneficiaries. The holders of the Existing Notes, the Warrants and the Notes shall be third party beneficiaries of the agreements made hereby between Nextel Communications, on the one hand, and Nextel International on the other hand, and each holder of Existing Notes, Warrants and Notes shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of holders of Existing Notes, Warrants, and Notes thereunder, provided, that such rights may only be exercised through the Trustee under the applicable Indenture or the Warrant Agent under the Warrant Agreement, or another reasonably acceptable representative authorized to act by holders of a majority of the outstanding Existing Notes, Warrants or Notes as the case may be, with the power to bind all holders of the Existing Notes, Warrants and Notes. SECTION 3. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. SECTION 4. Specific Performance. Without limiting the rights of each party hereto to pursue any and all other legal and equitable rights available to such party for the other parties' failure to perform their obligations under this Agreement, the parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them, respectively, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure. SECTION 5. Amendments. Subject to the next succeeding sentence, this Agreement may be amended at any time by Nextel International and Nextel Communications. Nextel International and Nextel Communications agree, for the benefit of the holders of Existing Notes, Warrants and Notes, not to amend this Agreement in any respect material and adverse to the holders of Existing Notes, Warrants and Notes and to give written notice of any proposed amendment to the Trustees of the Existing Notes and the Notes and the Warrant Agent at least 30 days prior to the effectiveness thereof. SECTION 6. Assignment. Neither this Agreement nor any of the rights, interests or obligations of any party hereto may be assigned by such party without the prior written consent of the other party. SECTION 7. Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which together shall constitute a single agreement, and all of which shall constitute an original for all purposes. This Agreement shall become effective without any further action on the part of Nextel Communications or Nextel International on August 31, 2000, at which time the First Amendment and Restatement shall be deemed 4 5 amended, restated and replaced by this Agreement. SECTION 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. NEXTEL COMMUNICATIONS, INC. By: /s/ Thomas J. Sidman ------------------------------------ Name: Thomas J. Sidman Title: Senior Vice President NEXTEL INTERNATIONAL, INC. By: /s/ Robert Shanks ------------------------------------ Name: Robert B. Shanks Title: Vice President 5 EX-10.5 8 ex10-5.txt INCENTIVE EQUITY PLAN 1 EXHIBIT 10.5 NEXTEL INTERNATIONAL, INC. INCENTIVE EQUITY PLAN MAY 25, 2000 2 NEXTEL INTERNATIONAL, INC. INCENTIVE EQUITY PLAN 1. Purpose. The purpose of this Plan is to attract and retain directors and officers and other key employees of and consultants to Nextel International, Inc. (the "Corporation") and its Subsidiaries and to provide such persons with incentives and rewards for superior performance. 2. Definitions. (a) As used in this Plan, "Accelerated Vesting Period" means the period beginning on the effective date of a Change of Control and ending on the first anniversary of such effective date. "Accelerated Vesting Provision" means an Option Rights agreement provision pursuant to Section 4(g)(ii) of this Plan, a Deferred Shares agreement provision pursuant to Section 7(c)(ii) of this Plan or a Performance Shares or Performance Units agreement provision pursuant to Section 8(b)(ii) of this Plan. "Appreciation Right" means a right granted pursuant to Section 5 of this Plan, including a Free-Standing Appreciation Right and a Tandem Appreciation Right. "Base Price" means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right. "Board" means the Board of Directors of the Corporation and, to the extent of any delegation by the Board to a committee of the Board (or a subcommittee thereof) pursuant to Section 17(a) of this Plan, such committee (or subcommittee). "Cause" means (i) the conviction of a felony involving an intentional act of fraud, embezzlement or theft in connection with one's duties or otherwise in the course of one's employment with an Employer, (ii) the intentional and wrongful damaging of property, contractual interests or business relationships of an Employer, (iii) the intentional and wrongful disclosure of secret processes or confidential information of an Employer in violation of an agreement with or a policy of an Employer, or (iv) intentional conduct contrary to an Employer's announced policies or practices where either: (A) the nature and/or severity of the conduct or its consequences typically would have resulted in immediate termination based on the Corporation's established employee termination or disciplinary practices in place on the Reference Date; or (B) the employee has been provided with written notice detailing the relevant policy or practice and the nature of the objectionable conduct or other violation, and within 20 business days of the receipt of such notice the employee has not remedied the violation or ceased to engage in the objectionable conduct. "Change of Control" means the occurrence of any of the following events: 3 (i) (1) while the Parent directly or indirectly holds a majority of the combined voting power of the outstanding securities of the Corporation, the Parent is merged or consolidated or reorganized into or with another corporation or other legal entity and, as a result of such merger, consolidation or reorganization, less than a majority of the combined voting power of the then outstanding securities of such resulting corporation or other legal entity immediately after such transaction is held directly or indirectly in the aggregate by the holders of voting securities of the Parent immediately prior to such transaction, including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights, or (2) the Corporation is merged or consolidated or reorganized into or with another corporation or other legal entity and, as a result of such merger, consolidation or reorganization, less than a majority of the combined voting power of the then outstanding securities of such resulting corporation or other entity immediately after such transaction is held directly or indirectly in the aggregate by the Parent or the holders of voting securities of the Parent immediately prior to such transaction, including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights; (ii) (1) while the Parent directly or indirectly holds a majority of the combined voting power of the outstanding securities of the Corporation, the Parent sells or otherwise transfers all or substantially all of its assets to another corporation or other legal entity and, as a result of such sale or other transfer of assets, less than a majority of the combined voting power of the then outstanding securities of such corporation or other entity immediately after such sale or transfer is held directly or indirectly in the aggregate by the holders of voting securities of the Parent immediately prior to such sale or transfer, including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights, or (2) the Corporation sells or otherwise transfers all or substantially all of its assets to another corporation or other legal entity and, as a result of such sale or other transfer of assets, less than a majority of the combined voting power of the then outstanding securities of such corporation or other entity immediately after such sale or transfer is held directly or indirectly in the aggregate by the Parent or the holders of voting securities of the Corporation immediately prior to such sale or transfer, including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights; (iii) (1) while the Parent directly or indirectly holds a majority of the combined voting power of the outstanding securities of the Corporation, a report is filed on Schedule 13D or Schedule TO (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any "person" (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the "beneficial owner" (as that term is used in Rule 13d-3 promulgated under the Exchange Act) of securities representing 50 percent or more of the voting securities of the Parent (or any successor thereto by operation of law or by reason of the acquisition of all or substantially all of the assets of the Parent), including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights, or (2) (a) prior to the Initial Public Offering, the Parent sells, assigns, distributes or otherwise transfers to a person or persons (other than to a person or persons that in the aggregate, hold directly or indirectly a majority of the combined voting power of the outstanding voting securities of the Parent immediately prior to such sale, assignment, distribution or other transfer) 50 percent or more of the voting securities of the Corporation, including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights, or (b) following the 2 4 Initial Public Offering, a report is filed on Schedule 13D or Schedule TO (or any successor schedule, form or report) disclosing that any person (other than Parent or any person or persons that, in the aggregate, hold directly or indirectly a majority of the combined voting power of the outstanding voting securities of the Parent immediately prior to the condition or event that is the subject of such report) has become the beneficial owner of securities representing 50 percent or more of the voting securities of the Corporation (or any successor thereto by operation of law or by reason of the acquisition of all or substantially all of the assets of the Corporation), including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights; or (iv) (1) while the Parent directly or indirectly holds a majority of the combined voting power of the outstanding securities of the Corporation, the Parent (or any successor thereto by operation of law or acquisition of all or substantially all of the assets of the Parent) files a report or proxy statement pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form, report or item therein) that a change of control of the Parent (or any such successor) has occurred, or (2) the Corporation (or any successor thereto by operation of law or by acquisition of all or substantially all of the assets of the Corporation) files a report or proxy statement pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form, report or item therein) that a change in control of the Corporation (or such successor) has occurred (other than any Change in Control of the Corporation that results from the Parent selling, assigning, distributing or otherwise transferring the voting securities that it owns in the Corporation to a person or persons that, in the aggregate, hold directly or indirectly a majority of the combined voting power of the outstanding voting securities of the Parent immediately prior to such sale, assignment, distribution or other transfer); provided, however, notwithstanding the provisions of clauses (iii) and (iv) above, a "Change of Control" shall not be deemed to have occurred solely because the Parent, or a corporation or other legal entity in which the Parent directly or indirectly beneficially owns 50 percent or more of the voting securities, or any Parent-sponsored or Corporation-sponsored employee stock ownership plan or other employee benefit plan of the Corporation or the Parent, either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D, Schedule TO, Form 8-K or Schedule 14A (or any successor form, report, schedule or item therein) under the Exchange Act, disclosing beneficial ownership by it of voting securities of the Parent or the Corporation, whether in excess of 50 percent or otherwise, or because the Parent or the Corporation, as appropriate, reports that a change of control of the Parent or the Corporation, as appropriate, has or may have occurred or will or may occur in the future by reason of such beneficial ownership. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Commission" means the United States Securities and Exchange Commission. "Common Shares" means (i) shares of the Common Stock, no par value, of the Corporation and (ii) any security into which Common Shares may be converted by reason of any transaction or event of the type referred to in Section 12 of this Plan. 3 5 "Date of Grant" means the date specified by the Board on which a grant of Option Rights, Appreciation Rights or Performance Shares or Performance Units or a grant or sale of Restricted Shares or Deferred Shares shall become effective, which shall not be earlier than the date on which the Board takes action with respect thereto. "Deferral Period" means the period of time during which Deferred Shares are subject to deferral limitations under Section 7 of this Plan. "Deferred Shares" means an award pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period. "Designated Affiliate" means the Parent or any legal entity (other than the Corporation or any Subsidiary) in which the Parent now or hereafter directly or indirectly owns or otherwise controls more than 50 percent of the total combined voting power represented by all classes of stock or other securities issued by such legal entity or, in the case of a partnership or other legal entity that does not have outstanding shares of stock or other securities, in which the Parent now or hereafter has a direct or indirect ownership interest (representing the right generally to make decisions for such partnership or legal entity) of more than 50 percent. "Employer" means the Corporation, Subsidiary or a successor to any such entity by merger or otherwise upon or following a Change of Control. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. "Executive" means any individual who has been designated by the Board as an executive or officer of the Corporation or any Subsidiary for the purposes of this Plan. "Good Reason" means that an Executive shall have made a good faith determination that one or more of the following has occurred: (i) any significant and adverse change in the Executive's duties, responsibilities and authority, as compared in each case to the corresponding circumstances in place on the Reference Date; (ii) a relocation of the Executive's principal work location as established on the Reference Date to a location that is more than 30 miles away from such location; (iii) a reduction in the Executive's salary or bonus potential that is not in either case agreed to by the Executive, or any other significant adverse financial consequences associated with the Executive's employment as compared to the corresponding circumstances in place on the Reference Date; or (iv) a breach by any Employer of its obligations under any agreement to which the Employer and the Executive are parties that is not cured within 20 business days following the Employer's receipt of a written notice from the Executive specifying the particulars of such breach in reasonable detail. 4 6 "Free-Standing Appreciation Right" means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right or similar right. "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e), as promulgated and amended from time to time by the Commission under the Exchange Act, or any successor rule to the same effect. "Incentive Stock Option" means an Option Right that is intended to quality as an "incentive stock option" under Section 422 of the Code or any successor provision thereto. "Initial Public Offering" means the initial underwritten offering of the Common Shares to the general public pursuant to a registration statement filed with, and declared effective by, the Commission pursuant to the Securities Act. "Management Objectives" means the achievement or performance objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Board, Restricted Shares. "Market Value per Share" means the fair market value of the Common Shares as determined by the Board from time to time. "Nonaffiliate Director" means a person who (i) is serving (or who has been elected or appointed and has agreed to serve) as a member of the Board, (ii) is not an officer or employee of the Corporation or any Subsidiary or a beneficial owner of 10 percent or more of the outstanding Common Shares, or so long as the Parent directly or indirectly holds a majority of the combined voting power of the outstanding securities of the Corporation, a beneficial owner of shares of capital stock of the Parent representing in the aggregate voting of 10% or more of the total outstanding voting securities of the Parent, or so long as the Parent directly or indirectly holds 10 percent or more of the combined voting power of the outstanding securities of the Corporation, is not an officer or employee of the Parent, and (iii) was not elected or appointed as a member of the Board pursuant to or in connection with any contractual or other commitment on the part of the Corporation or to the Parent to cause such person to be elected or appointed, or to nominate or otherwise advance such person for election or appointment, as a member of the Board. "Nonqualified Option" means an Option Right that is not intended to qualify as a Tax-Qualified Option. "Optionee" means the person so designated in an agreement evidencing an outstanding Option Right. "Option Price" means the purchase price payable upon the exercise of an Option Right. "Option Right" means the right to purchase Common Shares from the Corporation upon the exercise of a Nonqualified Option or a Tax-Qualified Option granted pursuant to Section 4, or a Replacement Option Right granted pursuant to Section 18(c), of this Plan. "Participant" means a person who is selected by the Board to receive benefits under this Plan and (i) at the time award(s) are made to such person under this Plan, (a) is a Nonaffiliate 5 7 Director or an officer (including but not limited to an officer who may also be a member of the Board) or other key employee of or a consultant or advisor to the Corporation or any Subsidiary or (b) has agreed to commence serving in such capacity to the Corporation or any Subsidiary, or (ii) with respect to any vested awards held by such person under this Plan, is a former employee of the Corporation or any of its Subsidiaries, who, at the Corporation's request, becomes employed by a Designated Affiliate. "Parent" means Nextel Communications, Inc., a Delaware corporation. "Performance Period" means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating thereto are to be achieved. "Performance Share" means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan. "Performance Unit" means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan. "Reference Date" means the day before the effective date of any Change of Control of the Corporation. "Replacement Option Right" means an Option Right granted pursuant to Section 18(c) of this Plan in exchange for the surrender and cancellation of an option to purchase shares of another corporation that is acquired by the Corporation or a Subsidiary by merger or otherwise. "Restricted Shares" means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the restrictions on transfer referred to in Section 6 hereof has expired. "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to time by the Commission under the Exchange Act, or any successor rule to the same effect. "Securities Act" means the Securities Act of 1933, as amended from time to time. "Spread" means, in the case of a Free-Standing Appreciation Right, the amount by which the Market Value per Share on the date when the Appreciation Right is exercised exceeds the Base Price specified therein or, in the case of a Tandem Appreciation Right, the amount by which the Market Value per Share on the date when the Appreciation Right is exercised exceeds the Option Price specified in the related Option Right. "Subsidiary" means a corporation, partnership, joint venture, unincorporated association or other entity in which the Corporation has a direct or indirect ownership or other equity interest that represents, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock or other ownership or equity interest units issued by such corporation, partnership, joint venture, unincorporated association or other entity. 6 8 "Tandem Appreciation Right" means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right or any similar right granted under any other plan of the Corporation. "Tax-Qualified Option" means an Option Right that is intended to qualify under particular provisions of the Code, including but not limited to an Incentive Stock Option. As used in this Plan, the term "employment" shall be deemed to refer to service as a member of the Board or as a consultant, as well as to a traditional employment relationship, as the case may be. 3. Shares and Performance Units Available under the Plan. (a)(i) Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares covered by outstanding awards, except Replacement Option Rights, granted under this Plan and issued or transferred upon the exercise or payment thereof shall not in the aggregate exceed 5,000,000 Common Shares, which may be Common Shares of original issuance or Common Shares held in treasury or a combination thereof; provided, however, that the number of Common Shares issued or transferred as Restricted Shares shall not in the aggregate exceed 200,000 Common Shares, subject to adjustment as provided in Section 12 of this Plan. (ii) Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares covered by Replacement Option Rights granted under this Plan during any calendar year shall not in the aggregate exceed five percent of the Common Shares outstanding on January 1 of that year. (iii) For the purposes of this Section 3(a): (1) Upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award shall again be available for issuance or transfer hereunder. (2) Common Shares covered by any award granted under this Plan shall be deemed to have been issued or transferred, and shall cease to be available for future issuance or transfer in respect of any other award granted hereunder, at the earlier of the time when they are actually issued or transferred or the time when dividends or dividend equivalents are paid thereon; provided, however, that Restricted Shares shall be deemed to have been issued or transferred at the earlier of the time when they cease to be subject to a substantial risk of forfeiture or the time when dividends are paid thereon. (b) Subject to adjustment as provided in Section 12 of this Plan, the number of Performance Units that may be granted under this Plan shall not in the aggregate exceed 500,000 Performance Units that are granted under this Plan, but are not earned by the Participant at the end of the Performance Period, shall be available for future grants of Performance Units hereunder. (c) Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 12 of this Plan, the aggregate number 7 9 of Common Shares actually issued or transferred by the Corporation upon the exercise of Incentive Stock Options shall not exceed 5,000,000 Common Shares. 4. Option Rights. The Board may authorize grants to Participants of options to purchase Common Shares upon such terms and conditions as the Board may determine in accordance with the following provisions: (a) Each grant shall specify the number of Common Shares to which it pertains. (b) Each grant shall specify an Option Price per Common Share, which shall be equal to or greater than the Market Value per Share on the Date of Grant; provided, however, that the Option Price per Common Share of a Replacement Option Right may be less than the Market Value per Share on the Date of Grant. (c) Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Corporation, (ii) nonforfeitable, nonrestricted Common Shares that have been held by a Participant for more than six months and have a value at the time of exercise that is equal to the Option Price, (iii) any other legal consideration that the Board may deem appropriate, including but not limited to any form of consideration authorized under Section 4(d), on such basis as the Board may determine in accordance with this Plan and (iv) any combination of the foregoing. (d) On or after the Date of Grant of any Nonqualified Option, the Board may determine that payment of the Option Price may also be made in whole or in part in the form of Restricted Shares or other Common Shares that in either case have been held by a Participant for more than six months and that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Board on or after the Date of Grant, whenever any Option Price is paid in whole or in part by means of any of the forms of consideration specified in this Section 4(d), the Common Shares received by the Optionee upon the exercise of the Nonqualified Option shall be subject to the same risks of forfeiture or restrictions on transfer as those that applied to the consideration surrendered by the Optionee; provided, however, that such risks of forfeiture and restrictions on transfer shall apply only to the same number of Common Shares received by the Optionee as applied to the forfeitable or restricted Common Shares surrendered by the Optionee. (e) Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a broker on the date of exercise of some or all of the Common Shares to which the exercise relates. (f) Successive grants may be made to the same Participant regardless of whether any Option Rights previously granted to the Participant remain unexercised. (g) Each grant (i), unless otherwise determined by the Board, shall become exercisable with respect to fifty percent (50%) of the Common Shares covered thereby on the second anniversary of the Date of Grant and with respect to twenty-five percent (25%) of the Common Shares covered thereby on each of the third and fourth anniversaries of the Date of Grant for so long as the Optionee remains in the continuous employ of an Employer; provided, 8 10 however, in the event of an Initial Public Offering or Change in Control prior to the first anniversary of the Date of Grant, twenty-five percent (25%) of the Common Shares covered thereby shall become exercisable on each of the first four anniversaries of the Date of Grant for so long as the Optionee remains in the continuous employ of an Employer or in the event of an Initial Public Offering or Change in Control on or after the first anniversary of the Date of Grant but prior to the second anniversary of the Date of Grant, twenty-five percent (25%) of the Common Shares covered thereby shall become exercisable on the first to occur of the Initial Public Offering or Change in Control and twenty-five percent (25%) of the Common Shares covered thereby shall become exercisable on each of the second, third and fourth anniversaries of the Date of Grant for so long as the Optionee remains in the continuous employ of an Employer and (ii), unless otherwise expressly determined in a resolution duly adopted by the Board on the Date of Grant or such later date on which the Board may ratify such grant, shall provide that the Option Rights shall (1) if the Optionee is a Nonaffiliate Director, immediately become fully exercisable upon the occurrence of a Change of Control of the Corporation or (2) if the Optionee is recognized by any Employer as a regular full time employee, immediately become fully exercisable upon the termination of the Optionee's employment by an Employer without Cause during the Accelerated Vesting Period and also, in the case of an Optionee who is an Executive, upon the termination of the Optionee's employment by the Optionee for Good Reason during the Accelerated Vesting Period; provided, however, that any such Accelerated Vesting Provision or any acceleration under Section 4(g)(i) shall be deemed void ab initio and shall be of no force or effect, if it should be determined that any such provision would prevent a proposed merger or other business combination that is intended by the parties thereto (which may include either or both of the Parent and the Corporation) to be accounted for as a pooling of interests from being so accounted for. (h) Option Rights granted pursuant to this Section 4 may be Nonqualified Options or Tax-Qualified Options or combinations thereof. (i) On or after the Date of Grant of any Nonqualified Option, the Board may provide for the payment to the Optionee of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis, or the Board may provide that any dividend equivalents shall be credited against the Option Price. (j) No Option Right granted pursuant to this Section 4 may be exercised more than 10 years from the Date of Grant. (k) Each grant shall be evidenced by an agreement that shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Optionee and shall contain such terms and provisions as the Board may determine consistent with this Plan. 5. Appreciation Rights. The Board may authorize grants to Participants of Appreciation Rights. An Appreciation Right shall be a right of the Participant to receive from the Corporation an amount that shall be determined by the Board and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of the Appreciation Right. Any grant of Appreciation Rights under this Plan shall be upon such terms and conditions as the Board may determine in accordance with the following provisions: 9 11 (a) Any grant may specify that the amount payable upon the exercise of an Appreciation Right may be paid by the Corporation in cash, Common Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Board the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Corporation to issue Common Shares or other equity securities in lieu of cash; provided, however, that no form of consideration or manner of payment that would cause Rule 16b-3 to cease to apply to this Plan shall be permitted. (b) Any grant shall specify that no amount payable upon the exercise of an Appreciation Right shall be required to be paid to the extent that such payment would not be permitted under, or would constitute a breach or violation of, any indenture, loan agreement or other instrument or agreement to which the Corporation is a party or by which it is bound, and also may specify that the amount payable upon the exercise of an Appreciation Right shall not exceed a maximum specified by the Board on the Date of Grant. (c) Any grant may specify (i) a waiting period or periods before Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Appreciation Rights shall be exercisable. (d) Any grant may specify that an Appreciation Right may be exercised only in the event of a Change of Control or other similar transaction or event. (e) On or after the Date of Grant of any Appreciation Rights, the Board may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis. (f) Each grant shall be evidenced by an agreement that shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan. (g) Regarding Tandem Appreciation Rights only: Each grant shall specifically identify the related Option Right (or similar right granted under any other plan of the Corporation) and shall provide that the Tandem Appreciation Right may be exercised only (i) at a time when the related Option Right (or such similar right) is also exercisable and the Spread is positive and (ii) by surrender of the related Option Right (or such similar right) for cancellation. (h) Regarding Free-Standing Appreciation Rights only: (i) Each grant shall specify in respect of each Free-Standing Appreciation Right a Base Price per Common Share, which shall be equal to or greater than the Market Value per Share on the Date of Grant; (ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; (iii) Each grant shall specify the period or periods of continuous employment of the Participant by the Corporation or any Subsidiary that are necessary before the Free- 10 12 Standing Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of the Free-Standing Appreciation Rights in the event of a Change of Control or other similar transaction or event; and (iv) No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. 6. Restricted Shares. The Board may authorize grants or sales to Participants of Restricted Shares upon such terms and conditions as the Board may determine in accordance with the following provisions: (a) Each grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. (b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Share on the Date of Grant. (c) Each grant or sale shall provide that the Restricted Shares covered thereby shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Board on the Date of Grant, and any grant or sale may provide for the earlier termination of such period in the event of a Change of Control or other similar transaction or event. (d) Each grant or sale shall provide that, during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Board on the Date of Grant. Such restrictions may include without limitation rights of repurchase or first refusal in the Corporation or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee. (e) Any grant or sale may require that any or all dividends or other distributions paid on the Restricted Shares during the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional Common Shares, which may be subject to the same restrictions as the underlying award or such other restrictions as the Board may determine. (f) Each grant or sale shall be evidenced by an agreement that shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan. Unless otherwise directed by the Board, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to the Restricted Shares, shall be held in custody by the Corporation until all restrictions thereon lapse. 11 13 7. Deferred Shares. The Board may authorize grants or sales of Deferred Shares to Participants upon such terms and conditions as the Board may determine in accordance with the following provisions: (a) Each grant or sale shall constitute the agreement by the Corporation to issue or transfer Common Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Board may specify. (b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Share on the Date of Grant. (c) Each grant or sale (i) shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be determined by the Board on the Date of Grant, and (ii), unless otherwise expressly determined in a resolution duly adopted by the Board on the Date of Grant or such later date on which the Board may ratify such grant or sale, shall provide for the earlier termination of the Deferral Period, and the immediate vesting of the Participant's rights to all of the Deferred Shares subject to the grant or sale, (1) if the Participant is a Nonaffiliate Director, upon the occurrence of a Change of Control of the Corporation or (2) if the Participant is recognized by any Employer as a regular full time employee, upon the termination of the Participant's employment by an Employer without Cause during the Accelerated Vesting Period and also, in the case of a Participant who is an Executive, upon the termination of the Participant's employment by the Participant for Good Reason during the Accelerated Vesting Period; provided, however, that any such Accelerated Vesting Provision shall be deemed void ab initio and shall be of no force or effect, if it should be determined that any such provision would prevent a proposed merger or other business combination that is intended by the parties thereto (which may include either or both of the Parent and the Corporation) to be accounted for as a pooling of interests from being so accounted for. (d) During the Deferral Period, the Participant shall not have any rights of ownership in the Deferred Shares, shall not have any right to vote the Deferred Shares and, except as provided in Section 11(c), shall not have any right to transfer any rights under the subject award, but the Board may on or after the Date of Grant authorize the payment of dividend equivalents on the Deferred Shares in cash or additional Common Shares on a current, deferred or contingent basis. (e) Each grant or sale shall be evidenced by an agreement that shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan. 8. Performance Shares and Performance Units. The Board may authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Management Objectives, upon such terms and conditions as the Board may determine in accordance with the following provisions: 12 14 (a) Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit (i) shall be determined by the Board on the Date of Grant and (ii), unless otherwise expressly determined in a resolution duly adopted by the Board on the Date of Grant or such later date on which the Board may ratify such grant, shall provide for the earlier termination of the Performance Period, and the immediate vesting of the Participant's rights to all of the Performance Shares or Performance Units subject to the grant, (1) if the Participant is a Nonaffiliate Director, upon the occurrence of a Change of Control of the Corporation or (2) if the Participant is recognized by any Employer as a regular full time employee, upon the termination of the Participant's employment by an Employer without Cause during the Accelerated Vesting Period and also, in the case of a Participant who is an Executive, upon the termination of the Participant's employment by the Participant for Good Reason during the Accelerated Vesting Period; provided, however, that any such Accelerated Vesting Provision shall be deemed void ab initio and shall be of no force or effect, if it should be determined that any such provision would prevent a proposed merger or other business combination that is intended by the parties thereto (which may include either or both of the Parent and the Corporation) to be accounted for as a pooling of interests from being so accounted for. (c) Each grant shall specify the Management Objectives that are to be achieved by the Participant, which may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, department or function within the Corporation or Subsidiary in which the Participant is employed or with respect to which the Participant provides consulting services. (d) Each grant shall specify in respect of the specified Management Objectives a minimum acceptable level of achievement below which no payment will be made and shall set forth a formula for determining the amount of any payment to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Management Objectives. (e) Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, Common Shares or any combination thereof and may either grant to the Participant or reserve to the Board the right to elect among those alternatives; provided, however, that no form of consideration or manner of payment that would cause Rule 16b-3 to cease to apply to this Plan shall be permitted. (f) Any grant of Performance Shares shall specify that no amount payable with respect thereto shall be required to be paid to the extent that such payment would not be permitted under, or would constitute a breach or violation of, any indenture, loan agreement or other instrument or agreement to which the Corporation is a party, or by which it is bound, and also may specify that the amount payable with respect thereto may not exceed a maximum specified by the Board on the Date of Grant. Any grant of Performance Units shall specify that no amount payable with respect thereto shall be required to be paid to the extent that such 13 15 payment would not be permitted under, or would constitute a breach or violation or, any indenture, loan agreement or other instrument or agreement to which the Corporation is a party or by which it is bound, and also may specify that the amount payable, or the number of Common Shares issuable, with respect thereto may not exceed a maximum specified by the Board on the Date of Grant (g) On or after the Date of Grant of Performance Shares, the Board may provide for the payment to the Participant of dividend equivalents thereon in cash or additional Common Shares on a current, deferred or contingent basis. (h) The Board may adjust Management Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Board, events or transactions have occurred after the Date of Grant that are unrelated to the performance of the Participant and result in distortion of the Management Objectives or the related minimum acceptable level of achievement. (i) Each grant shall be evidenced by an agreement that shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan. 9. Corporation's Repurchase Right. Upon cessation of a Participant's employment with the Corporation, Subsidiary or Designated Affiliate prior to the Initial Public Offering, regardless of the circumstances thereof, and including without limitation upon death, disability, retirement, discharge or resignation for any reason or no reason, and whether voluntary or involuntarily, the Corporation, or an assignee of the Corporation, shall have the right to repurchase from the Participant (or, (i) if the Participant is then deceased, from the Participant's estate or (ii) if the Participant has transferred shares pursuant to Section 11(d), from the Participant's transferee (a "Permitted Transfer")) any and all Common Shares that are to be, or have been, issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, or are to be no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan then held by the Participant (or his or her estate or his or her Permitted Transferee) at a repurchase price per Common Share equal to the Market Value per Share on the date of repurchase; provided, however, that this repurchase right initially applies only to Common Shares that have been held by a Participant for more than six months as of the date of cessation of the Participant's employment and, with respect to Common Shares that have not been held for more than six months, shall be extended to the date six months after the date upon which such shares are acquired. The Corporation may exercise its repurchase right by paying to the Participant (or his or her estate or his or her Permitted Transferee) the aggregate amount of such repurchase price in cash within 30 days following the date of such cessation of the Participant's employment (or following the date upon which the Common Shares have been held for six months, if later), and the Participant (or his or her estate or his or her Permitted Transferee) shall endorse and deliver to the Corporation the certificate(s) representing the Common Shares so repurchased. Until the consummation of an Initial Public Offering, certificates representing all such Common Shares issued to Participants under the Plan, 14 16 together with a stock power that shall be endorsed in blank by the Participant, shall be held in custody by the Corporation. 10. First Refusal Rights; Market Stand-Off. (a) Prior to the Initial Public Offering, the Corporation shall have the right of first refusal with respect to any proposed sale or other disposition by the holder of any Common Shares that are to be, or have been, issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, or are to be no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan. Such right of first refusal shall be exercisable in accordance with the terms and conditions set forth in the agreement evidencing such award; provided, however, that this right of first refusal applies only to Common Shares that have been held by a Participant for more than six months. (b) In connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Initial Public Offering, a person shall not sell, or make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Common Shares that are to be, or have been, issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, or are to be no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan without the prior written consent of the Corporation or its underwriters. 11. Transferability. (a) Except as otherwise determined by the Board, no Option Right, Appreciation Right or other derivative security granted under this Plan shall be transferable by a Participant other than by will or the laws of descent and distribution and, except as otherwise determined by the Board, Option Rights and Appreciation Rights shall be exercisable during a Participant's lifetime only by the Participant or his or her guardian or legal representative. (b) Prior to the Initial Public Offering, no holder of any Common Shares that have been issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares, upon payment under any grant of Performance Shares or Performance Units, or are no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, shall sell or transfer such Common Shares during a period of six months following their issue or transfer by the Corporation in order to permit the Corporation to exercise the right of first refusal described in Section 10(a) of this Plan. (c) The Board also may specify at the Date of Grant that all or any part of the Common Shares that are to be issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, 15 17 or are to be no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, shall be subject to further restrictions on transfer. (d) Notwithstanding the provisions of Section 11(a), Option Rights (other than Incentive Stock Options), Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares and Performance Units shall be transferable by a Participant, without payment of consideration therefor by the transferee, to any one or more members of the Participant's Immediate Family (or to one or more trusts established solely for the benefit of one or more members of the Participant's Immediate Family or to one or more partnerships in which the only partners are members of the Participant's Immediate Family); provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Corporation and such transfer is thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Corporation or the Board and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Participant. 12. Adjustments. The Board may make or provide for such adjustments in the number of Common Shares covered by outstanding Option Rights, Appreciation Rights, Deferred Shares and Performance Shares granted hereunder, the Option Prices per Common Share or Base Prices per Common Share applicable to any such Option Rights and Appreciation Rights, and the kind of shares (including shares of another issuer) covered thereby, as the Board may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of Participants that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all awards so replaced. On or after the Date of Grant of any award under this Plan, the Board may provide in the agreement evidencing the award that the holder of the award may elect to receive an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect, or the Board may provide that the holder will automatically be entitled to receive such an equivalent award. The Board may also make or provide for such adjustments in the numbers of Common Shares specified in Sections 3(a)(i), 3(a)(ii), 3(b), and 3(c) of this Plan as the Board may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 12. 13. Fractional Shares. The Corporation shall not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the elimination of fractions or for the settlement thereof in cash. 14. Withholding Taxes. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for the withholding are insufficient, it shall be a condition to the receipt of any such payment or the 16 18 realization of any such benefit that the Participant or such other person make arrangements satisfactory to the Corporation for payment of the balance of any taxes required to be withheld. At the discretion of the Board (to the extent permitted under any agreements, including without limitation indentures or other financing agreements, to which the Corporation may be a party), any such arrangements may include relinquishment of a portion of any such payment or benefit. In no event, however, shall the Corporation accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, in the discretion of the Board (to the extent permitted under any agreements, including without limitation indentures or other financing agreements, to which the Corporation may be a party), a Participant may surrender Common Shares held for more than six months to satisfy any tax obligation resulting from any such transaction. 15. Certain Terminations of Employment, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement with the consent of the Corporation, termination of employment to enter public service with the consent of the Corporation or leave of absence approved by the Corporation, or in the event of hardship or other special circumstances, of a Participant who holds an Option Right or Appreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, or any Common Shares that are subject to any transfer restriction pursuant to Section 11(c) of this Plan, the Board may take any action that it deems to be equitable under the circumstances or in the best interests of the Corporation, including but not limited to waiving or modifying any limitation or requirement with respect to any award under this Plan. 16. Foreign Participants. In order to facilitate the making of any award or combination of awards under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals, or who are employed by or engaged as consultants to the Corporation, any Subsidiary or any Designated Affiliate outside of the United States of America, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. In addition, the Board may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate the inconsistency without further approval by the stockholders of the Corporation. 17. Administration of the Plan. (a) This Plan shall be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to a committee of the Board consisting of two or more members of the Board, or a subcommittee of a committee of the Board consisting exclusively of two or more "Non-Employee Directors" (as defined in Rule 16b-3), appointed by the Board. A majority of the committee (or subcommittee) shall constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, 17 19 shall be the acts of the committee (or subcommittee). To the extent of any such delegation, references in this Plan to the Board shall be deemed to be references to any such committee or subcommittee. (b) The Board may from time to time reserve a specified number of Common Shares, subject to adjustment as provided in Section 12 of this Plan, for grants of Nonqualified Options to Participants who have agreed to commence employment with the Corporation or any Subsidiary and may delegate to one or more officers of the Corporation the authority to determine the Participants to whom such Nonqualified Options shall be granted, and to determine the number of such Common Shares to which any such Nonqualified Option shall pertain, subject to the terms and conditions of this Plan and the terms and conditions of an agreement evidencing any such Nonqualified Option and approved by resolution of the Board at the time of such delegation. For the purposes of Section 4(b) of this Plan, as it relates to any Nonqualified Option that shall be granted pursuant to this Section 17(b), (i) the Date of Grant shall be the date on which the Participant agrees to accept employment with the Corporation or any Subsidiary, which may precede the date on which the Participant's employment actually commences (or, if such date is not specified in the Participant's employment offer and acceptance materials, the Date of Grant will be the commencement date of such Participant's employment with the Corporation or any Subsidiary), and (ii) the Market Value per Share on the Date of Grant shall be the closing price of the Common Shares on the Nasdaq Stock Market on the last trading day immediately preceding the Date of Grant. (c) The interpretation and construction by the Board of any provision of this Plan or any agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares or Performance Units, and any determination by the Board pursuant to any provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Board shall be liable for any such action taken or determination made in good faith. 18. Amendments and Other Matters. (a) The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that (1) any amendment that must be approved by the stockholders of the Corporation in order to comply with applicable law or the rules of any national securities exchange or automated quotation system upon which the Common Shares are traded or quoted shall not be effective unless and until such approval has been obtained and (2) the provisions of Sections 4(g), 7(c) and 8(b), including but not limited to clause (ii) of each of these Sections, may not be amended following a Change of Control in any way that would adversely affect the rights of holders of awards granted under Sections 4, 7 and 8 hereof. (b) With the concurrence of the affected Participant, the Board may cancel any agreement evidencing Option Rights or any other award granted under this Plan. In the event of any such cancellation, the Board may authorize the granting of new Option Rights or other awards hereunder, which may or may not cover the same number of Common Shares as had been covered by the canceled Option Rights or other award, at such Option Price, in such manner and subject to such other terms, conditions and discretion as would have been permitted under this Plan had the canceled Option Rights or other award not been granted. 18 20 (c) The Board may grant under this Plan any award or combination of awards authorized under this Plan, including but not limited to Replacement Option Rights, in exchange for the surrender and cancellation of an award that was not granted under this Plan (including but not limited to an award that was granted by the Corporation or a Subsidiary, or by another corporation that is acquired by the Corporation or a Subsidiary by merger or otherwise, prior to the adoption of this Plan by the Board), and any such award or combination of awards so granted under this Plan may or may not cover the same number of Common Shares as had been covered by the canceled award and shall be subject to such other terms, conditions and discretion as would have been permitted under this Plan had the canceled award not been granted. (d) This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Corporation, any Subsidiary or Designated Affiliate and shall not interfere in any way with any right that the Corporation, any Subsidiary or Designated Affiliate would otherwise have to terminate any Participant's employment or other service at any time. (e) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as a Tax-Qualified Option from so qualifying, any such provision shall be null and void with respect to any such Option Right; provided, however, that any such provision shall remain in effect with respect to other Option Rights, and there shall be no further effect on any provision of this Plan. (f) The Board may also permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under this Plan pursuant to such procedures, programs or rules as the Board may establish for the purposes of this Plan. The Board may also provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. (g) The Board may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Corporation or a Subsidiary to the Participant. (h) All grants, exercises and sales of securities of the Corporation made pursuant to this Plan must be made in compliance with (and may be modified without the consent of the grantee to assure compliance with) all applicable foreign, federal and state laws. 19 EX-10.6 9 ex10-6.txt AMENDED & RESTATED EQUIP FINANCING PLAN 1 EXHIBIT 10.6 EXECUTION VERSION AMENDED AND RESTATED EQUIPMENT FINANCING AGREEMENT dated as of April 28, 2000 by and between MCCAW INTERNATIONAL (BRAZIL), LTD. and MOTOROLA CREDIT CORPORATION 2

SECTION 1. DEFINITIONS...................................................................................2 Section 1.01. Defined Terms.........................................................................2 Section 1.02. Interpretation.......................................................................22 Section 1.03. Accounting Principles and Terms......................................................22 SECTION 2. ADVANCES.....................................................................................23 Section 2.01. The Remaining Commitment.............................................................23 Section 2.02. Procedure for Borrowing Final Advance................................................23 Section 2.03. Financing Note.......................................................................24 Section 2.04. Repayment of Principal of Advances...................................................24 Section 2.05. Prepayments..........................................................................25 Section 2.06. Interest.............................................................................26 Section 2.07. Payments.............................................................................27 Section 2.08. Use of Proceeds......................................................................28 Section 2.09. Change in Law........................................................................28 Section 2.10. Illegality...........................................................................28 SECTION 3. FUNDING AND PROTECTION.......................................................................29 Section 3.01. Taxes, Duties, Fees and Charges......................................................29 Section 3.02. Change in Circumstances..............................................................29 SECTION 4. EXPENSES; INDEMNIFICATION; FEES..............................................................30 Section 4.01. Expenses.............................................................................30 Section 4.02. Indemnification......................................................................31 SECTION 5. STOCKHOLDER GUARANTIES AND FOREIGN AFFILIATE GUARANTIES......................................32 Section 5.01. Stockholder Guaranties...............................................................32 Section 5.02. Foreign Affiliate Guaranties.........................................................32 SECTION 6. SECURITY.....................................................................................32 Section 6.01. Security.............................................................................32 SECTION 7. REPRESENTATIONS AND WARRANTIES...............................................................36 Section 7.01. Organization.........................................................................36 Section 7.02. Power; Authority.....................................................................37 Section 7.03. Governmental Approvals; Licenses.....................................................37 Section 7.04. Execution, Enforceability, Violation of Law and Agreements...........................39

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Section 7.05. Financial Statements; Business Plan..................................................40 Section 7.06. Taxes................................................................................41 Section 7.07. Properties...........................................................................41 Section 7.08. Compliance with Laws.................................................................41 Section 7.09. Intellectual Property................................................................42 Section 7.10. Burdensome Documents; Agreements with Affiliates; Other Agreements...................42 Section 7.11. Security Documents...................................................................43 Section 7.12. Judgments, Actions, Proceedings......................................................43 Section 7.13. No Defaults..........................................................................44 Section 7.14. Strikes..............................................................................44 Section 7.15. Sufficiency of System Documents......................................................44 Section 7.16. Delivery of System Documents and Licenses............................................44 Section 7.17. Accuracy of Information..............................................................44 Section 7.18. Business.............................................................................45 Section 7.19. Survival of Representations and Warranties...........................................45 Section 7.20. ERISA................................................................................45 Section 7.21. Regulation...........................................................................46 Section 7.22. Use of Proceeds......................................................................46 Section 7.23. Investment Company...................................................................46 Section 7.24. Capital Contributions................................................................46 Section 7.25. Bank Accounts........................................................................46 Section 7.26. Inactive Foreign Affiliates..........................................................46 Section 7.27. Construction of the System...........................................................46 SECTION 8. AFFIRMATIVE COVENANTS........................................................................46 Section 8.01. Performance of Obligations...........................................................47 Section 8.02. Annual Financial Statements..........................................................47 Section 8.03. Quarterly Financial Statements.......................................................48 Section 8.04. Other Information....................................................................49 Section 8.05. Access to Books; Inspections.........................................................51 Section 8.06. Governmental Approvals...............................................................51 Section 8.07. Insurance............................................................................51 Section 8.08. Continuance of Business..............................................................52

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Section 8.09. [Reserved]...........................................................................52 Section 8.10. Maintenance and Repairs..............................................................52 Section 8.11. Compliance with Law..................................................................52 Section 8.12. Notices..............................................................................54 Section 8.13. Further Assurances...................................................................56 Section 8.14. [Reserved]...........................................................................58 Section 8.15. Restricted Assets; Option Companies..................................................58 Section 8.16. Maintenance of Licenses..............................................................58 Section 8.17. Financial Covenants..................................................................58 Section 8.18. [Reserved]...........................................................................61 Section 8.19. Failure to Perform of Stockholder Guarantor..........................................61 Section 8.20. Adult Content........................................................................61 Section 8.21. Translation and Registration.........................................................61 Section 8.22. Foreign Resident Account.............................................................61 Section 8.23. Update of Security Documents.........................................................61 SECTION 9. NEGATIVE COVENANTS...........................................................................62 Section 9.01. Indebtedness.........................................................................62 Section 9.02. Guaranties...........................................................................62 Section 9.03. Transfer.............................................................................63 Section 9.04. Liens................................................................................63 Section 9.05. Mergers; Acquisitions................................................................63 Section 9.06. Distributions; Redemptions...........................................................64 Section 9.07. Stock Issuance.......................................................................64 Section 9.08. Amendment of Documents and Organization..............................................65 Section 9.09. Loans; Advances......................................................................65 Section 9.10. Use of Funds.........................................................................66 Section 9.11. Transactions with Affiliates.........................................................66 Section 9.12. Changes in Business..................................................................66 Section 9.13. Prepayments..........................................................................67 Section 9.14. Additional System Documents..........................................................67 Section 9.15. ERISA Obligations....................................................................67 Section 9.16. Sale and Leaseback Transactions......................................................67 Section 9.17. New Subsidiaries.....................................................................67

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Section 9.18. Restricted Assets and Option Companies...............................................67 Section 9.19. Bank Accounts........................................................................67 Section 9.20. Bankruptcy...........................................................................68 SECTION 10. CONDITIONS PRECEDENT........................................................................68 Section 10.01. Conditions to Final Advance.........................................................68 Section 10.02. Representation and Warranty as to Previous Advance Conditions.......................74 Section 10.03. Conditions to Final Advance.........................................................74 SECTION 11. EVENTS OF DEFAULT...........................................................................78 Section 11.01. Events of Default...................................................................78 Section 11.02. Remedies............................................................................83 Section 11.03. Cumulative Rights...................................................................85 Section 11.04. Waiver of Demand....................................................................85 Section 11.05. Waiver of Notice....................................................................86 SECTION 12. MISCELLANEOUS...............................................................................86 Section 12.01. Waiver of Sovereign Immunity........................................................86 Section 12.02. Venue for Suit......................................................................86 Section 12.03. Governing Law.......................................................................87 Section 12.04. Severability of Provisions..........................................................87 Section 12.05. Binding Effect; Assignment..........................................................87 Section 12.06. Entire Agreement; Amendments........................................................88 Section 12.07. Notices.............................................................................88 Section 12.08. Right of Set-Off....................................................................89 Section 12.09. Counterparts........................................................................89 Section 12.10. Proposed Consolidation..............................................................89 Section 12.11. [Reserved]..........................................................................89 Section 12.12. Confidentiality.....................................................................89 Section 12.13. Term of Agreement...................................................................90

-4- 6 a. Schedules to EFA Schedule 1.01(a) -- MSO Site Schedule 1.01(b) -- Foreign Affiliates Schedule 1.01(c) -- Paid-In Capital Schedule 1.01(d) -- Target Subscribers Schedule 1.02 -- Restricted Assets Schedule 7.01(a) -- Credit Party Structure; Ownership; Subsidiaries Schedule 7.01(b) -- Qualification Jurisdictions Schedule 7.03(a) -- Governmental Approvals Schedule 7.03(b) -- Licenses Schedule 7.04 -- Violation of Law Schedule 7.05 -- Contingent Liabilities Schedule 7.09 -- Intellectual Property Schedule 7.10 -- Management Agreements; Affiliate Transactions Schedule 7.12 -- Litigation Schedule 7.25 -- Bank Accounts Schedule 8.07(a) -- General Insurance Requirement Schedule 8.07(b) -- Political Risk Insurance b. Exhibits to EFA A: Approved Business Plan B: Form of Request for Financing C: Form of Financing Note D-1: Form of Nextel International Guaranty D-2: Form of Motorola do Brasil Guaranty E: Invested Capital F: Form of Company Security Deposit Agreement G: Form of Nextel Ltda. Security Deposit Agreement H-1: Form of Legal Opinion of Brazilian counsel to Company H-2: Form of Legal Opinion to U.S. counsel to Company -1- 7 This AMENDED AND RESTATED EQUIPMENT FINANCING AGREEMENT, dated as of April 28, 2000 (as the same may be further amended, modified or supplemented from time to time, this "Agreement"), by and between MCCAW INTERNATIONAL (BRAZIL), LTD., a corporation organized under the laws of the State of Virginia, with its principal office at 2001 Edmund Halley Drive, Reston, Virginia, 20191 U.S.A. (the "Company") and MOTOROLA CREDIT CORPORATION, a corporation duly organized under the laws of the State of Delaware, U.S.A., with its principal office at 1303 East Algonquin Road, Schaumburg, Illinois 60196-1065, U.S.A. (the "Creditor"). WITNESSETH: WHEREAS, (i) with respect to Sao Paulo, Brazil, the Company is party to an Integrated Digital Enhanced Network Equipment Purchase Agreement dated as of March 21, 1997, as amended, by and between Motorola, Inc., a Delaware corporation (the "Vendor") and the Company (as the same may be further amended, modified and supplemented from time to time, the "Sao Paulo iDEN Equipment Agreement"), along with the Integrated Digital Enhanced Network Installation and Optimization Agreement dated as of March 21, 1997, as amended, by and between the Vendor and the Company (the "Sao Paulo Installation and Optimization Agreement"), and (ii) with respect to Rio de Janiero, Brazil, the Company is party to an Integrated Digital Enhanced Network Equipment Purchase Agreement dated as of May 9, 1997, as amended, by and between Vendor and the Company (as the same may be further amended, modified and supplemented from time to time, the "Rio iDEN Equipment Agreement"), along with the Integrated Digital Enhanced Network Installation and Optimization Agreement dated as of May 9, 1997, as amended, by and between the Vendor and the Company (together with the Sao Paulo iDEN Equipment Agreement, the Sao Paulo Installation and Optimization Agreement and the Rio iDEN Equipment Agreement, as the same may be further amended, modified and supplemented from time to time, and together with any other similar agreements entered into between the Company and the Vendor for the purchases of iDEN equipment and services for use in Brazil, collectively, the "iDEN Equipment and Services Agreements"); WHEREAS, the Company has entered into (i) a Conditional Sale Agreement dated as of October 31, 1997, by and between the Company and Nextel S.A., a corporation organized under the laws of Brazil formerly named AirLink S.A. ("Nextel S.A."), pursuant to which the Company has agreed to extend credit to Nextel S.A. for the purchase of certain iDEN and non-iDEN equipment in an aggregate amount not exceeding $31,250,000 (as amended, modified and supplemented, the "Conditional Sale Agreement"), and (ii) a Conditional Sale Agreement, dated as of October 31, 1997, by and between the Company and Nextel S.A. pursuant to which the Company has agreed to extend credit to Nextel S.A. for the purchase of certain iDEN and non-iDEN equipment in an aggregate amount not exceeding $125,000,000 (as amended, modified and supplemented from time to time, the "Conditional Sale Agreement No. 2"); WHEREAS, Nextel S.A. is a Subsidiary of the Company; WHEREAS, the Company has heretofore entered into an Equipment Financing Agreement, dated as of October 31, 1997 with the Creditor (as heretofore amended, modified or supplemented, the "Original EFA") pursuant to which the Company requested that the Creditor -1- 8 provide Advances (as defined in the Original EFA) in the principal amount not exceeding the least of (i) $125,000,000, (ii) the aggregate purchase price (excluding import taxes and/or duties) for all equipment and services purchased pursuant to the iDEN Equipment and Service Agreements, (iii) the Maximum Total Advance Cap and (iv) the Maximum Total Foreign Advance Cap (as such terms are defined in the Original EFA) (such lesser amount being defined under the Original EFA as the "Commitment" and defined herein as the "Original Commitment") to finance the Company's purchase of iDEN (as hereinafter defined) equipment and services pursuant to the iDEN Equipment and Service Agreements; WHEREAS, as of the date hereof, an aggregate principal amount of $103,757,097.31 of Advances (as defined in the Original EFA) have been made and remain outstanding under the Original EFA; WHEREAS, the Company and the Creditor are parties to that certain Bridge Line of Credit dated as of March 26, 1998 (as heretofore or hereafter amended, modified or supplemented, the "Bridge Line") pursuant to which the Creditor has agreed, subject to the terms and conditions provided in the Bridge Line, to make advances (all such advances heretofore or hereafter made, "Bridge Line Advances") prior to June 30, 2000 (the "Bridge Line Termination Date") to the Company solely to finance the Company's purchase of iDEN equipment and services pursuant to the iDEN Equipment and Service Agreements; WHEREAS, the Creditor is willing, subject to the terms and subject to the conditions hereinafter set forth, to make a Final Advance (as hereinafter defined) to the Company on the Drawdown Date (as hereinafter defined) in an aggregate principal amount not to exceed the aggregate unpaid principal amount, plus accrued and unpaid interest in respect thereof, of all outstanding Bridge Line Advances as of such date; and WHEREAS, the Creditor and the Company have agreed to amend and restate in its entirety the Original EFA as hereinafter set forth in order to accomplish the foregoing. NOW, THEREFORE, in consideration of the premises and in order to induce the Creditor to make the Final Advance and to induce the Creditor to enter into the agreements referred to herein, the parties agree to amend and restate the Original EFA in its entirety as follows: SECTION 1. DEFINITIONS Section 1.01. Defined Terms. In addition to the terms defined above, when used in this Agreement, the following terms shall have the following meanings: "Acceptable Guarantor" means a guarantor who is a shareholder of Nextel S.A. and whose creditworthiness is equivalent to, or better than, the creditworthiness of Nextel International as determined on the Original Closing Date or on the date of the proposed assignment of the applicable Stockholder Guaranty (whichever is better) in the Creditor's sole determination; it being understood that in no event may Nextel International make any assignment of its rights and obligations that would result in it guaranteeing less than 70% of the Obligations. -2- 9 "Additional System Documents" means all contracts and agreements related to the construction, maintenance, repair or operation of the System or the Telecommunications Business entered into by the Company, Nextel International or any Foreign Affiliate subsequent to the Original Closing Date (i) in replacement of an existing System Document or (ii) which, if terminated, could reasonably be expected to have a Material Adverse Effect or (iii) having an aggregate net present value or cost in excess of $10,000,000. "Adjusted Consolidated Fixed Charges" means, as to any Person and for any period, without duplication, the difference of (a) the sum of the following: (i) the total interest expense for such Person and its Subsidiaries on a consolidated basis for such period (including, without limitation, all interest expense on Capital Lease Obligations), (ii) the scheduled principal amount of all amortization payments on all Indebtedness for borrowed money of such Person and its Subsidiaries on a consolidated basis for such period, other than payments in respect of Permitted Indebtedness of the type described in clause (b) of the definition thereof for such period which arise from handset purchases and which are owed to a Motorola Entity, (iii) all payments made under capitalized leases (except for any such payments covered by clause (i) of this definition), and (iv) all payments made under Hedge Agreements, minus (b) all payments received under Hedge Agreements. "Adjusted Paid-in Capital" means, as of any date, (a) the paid-in capital of the Company (including for this purpose the principal amount of any outstanding Permitted Indebtedness incurred by the Company of the type described under clause (l) of the definition thereof) reflected on the most recent financial statements delivered pursuant to Section 8.2 or 8.3 (whichever is later) plus (b) any increases in paid-in capital (including for this purpose the principal amount of any outstanding Permitted Indebtedness incurred by the Company and of the type described under clause (l) of the definition thereof) since the end of the reporting period relating to such financial statements minus (c) any decreases in paid-in capital (including any repayments, whether or not permitted hereunder, of any principal or interest with respect to Permitted Indebtedness of the type described under clause (l) of the definition thereof) since the end of the reporting period relating to such financial statements. "Advance" has the meaning ascribed to such term in subsection 2.01(a) hereof. "Affiliate" means with respect to any Person, any other Person (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such first Person, (ii) which beneficially owns or holds 5% or more of any class of the Voting Stock of such first Person, or (iii) whereby 5% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5% 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. 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. "Agreement" means this Amended and Restated Equipment Financing Agreement. -3- 10 "AIG" means American International Group. "AIG Policy" means the Contract of Lender's Insurance Against Inconvertibility, Expropriation and Political Violence between National Union Fire Insurance of Pittsburgh, PA, the Company and the Creditor. "AirFone Holdings" means AirFone Holdings, Inc. "Applicable Margin" means (i) with respect to any LIBOR Advance 4.63% per annum, and (ii) with respect to any Prime Advance 2.5% per annum. "Approved Business Plan" means the quarterly business plan of the Company for a nationwide iDEN system in Brazil dated December 15, 1999 (and delivered to the Creditor prior to the date of this Agreement) as the same may be modified pursuant to Section 8.04 hereof. The current Approved Business Plan as of the date hereof is attached hereto as Exhibit A. "Arm's-Length Affiliate" has the meaning ascribed to such term in Section 9.11 hereof. "Authorized Officer" means (a) with respect to any Person that is a corporation, the President, Vice President or Treasurer of such Person, (b) with respect to any Person that is a partnership, the President, Vice President or Treasurer 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 Brazilian limited liability companies, the delegate manager or managing quotaholder. "Bridge Line" has the meaning ascribed to such term in the sixth preamble hereof. "Bridge Line Advances" has the meaning ascribed to such term in the sixth preamble hereof. "Bridge Line Termination Date" has the meaning ascribed to such term in the sixth preamble hereof. "Business Day" means (i) any day other than Saturday, Sunday or any other day on which commercial banks in New York City or Sao Paulo are authorized or required under the laws of the State of New York or Brazil, respectively, or pursuant to other government action to close, and (ii) 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 (i) above and which is also a day for trading by and between banks for U.S. dollar deposits in the London interbank market. "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. -4- 11 "Class B Redemption" has the meaning ascribed to such term in subsection 9.06(b) hereof. "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 real and personal property, whether owned or leased (including, without limitation, the System Documents (excluding the Excluded Leases), the Licenses and Governmental Approvals) which are subject to the security interests or Lien granted by any of the Security Documents in each case except to the extent they are Restricted Assets or Immaterial Assets. "Commitment Termination Date" means June 30, 2000. "Company" means McCaw International (Brazil), Ltd., a corporation organized under the laws of the Commonwealth of Virginia. "Company Promise to Pledge Quotas" has the meaning ascribed to such term in subsection 6.01(a)(i)(B) hereof. "Company Quota Pledge Agreement" has the meaning ascribed to such term in subsection 6.01(a)(i)(B) hereof. "Company Quota Voting Agreement" has the meaning ascribed to such term in subsection 6.01(a)(i)(B) hereof. "Company Security Agreement" has the meaning ascribed to such term in subsection 6.01(a)(i)(A) hereof. "Company Security Deposit Agreement" has the meaning ascribed to such term in subsection 6.01(a)(i)(A) hereof. "Company Share Pledge Agreements" has the meaning ascribed to such term in subsection 6.01(a)(i)(B) hereof. "Company Share Voting Agreement" has the meaning ascribed to such term in subsection 6.01(a)(i)(B) hereof. "Conditional Sale Agreement No. 1" has the meaning ascribed to such term in the second preamble hereof. "Conditional Sale Agreement No. 2" has the meaning ascribed to such term in the second preamble hereof. "Conditional Sale Agreements" means collectively the Conditional Sale Agreement No. 1 and the Conditional Sale Agreement No. 2. -5- 12 "Conditional Sale Notes" means collectively (i) (a) the iDEN promissory note dated the Initial Funding Date issued by Nextel S.A. in favor of the Company in connection with the Conditional Sale Agreement No. 1 in the principal amount of $25,000,000 and (b) the non-iDEN promissory note dated the Initial Funding Date issued by Nextel S.A. in favor of the Company in connection with the Conditional Sale Agreement No. 1 in the principal amount of $6,125,000 and (ii) (a) the iDEN promissory note dated the Initial Funding Date issued by Nextel S.A. in favor of the Company in connection with the Conditional Sale Agreement No. 2 in the principal amount of $100,000,000 and (b) the non-iDEN promissory note dated the Initial Funding Date issued by Nextel S.A. in favor of the Company in connection with the Conditional Sale Agreement No. 2 in the principal amount of $25,000,000. "Consents to Assignments" means a collective reference to each consent executed and delivered by a System Party (other than an Option Company) in connection with each System Document other than the Excluded Leases. "Consolidated Entity" means the Foreign Affiliate holding all of the Licenses after the consummation of the Proposed Consolidation (x) which entity has no creditors except to the extent permitted by the definition of Permitted Indebtedness, and (y) of which entity the Company shall directly own (on a fully diluted basis) more than 50% of the Voting Stock and more than 50% of the economic interests and which entity the Company shall otherwise Control. "Consolidated Fixed Charges" means, as to any Person and for any period, without duplication, the difference of (a) the sum of the following: (i) the total interest expense for such Person and its Subsidiaries on a consolidated basis for such period (including, without limitation, all interest expense on Capital Lease Obligations), (ii) the scheduled principal amount of all amortization payments on all Indebtedness for borrowed money of such Person and its Subsidiaries on a consolidated basis for such period, (iii) all payments made under capitalized leases (except for any such payments covered by clause (i) of this definition), and (iv) all payments made under Hedge Agreements, minus (b) all payments received under Hedge Agreements. "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 would be determined by a prudent Person, familiar with the general substance at issue, in like circumstances with the Person making the decision. -6- 13 "Credit Documents" means, individually and collectively, this Agreement, the Financing Note, the Security Documents, the Foreign Affiliate Guaranties and the Stockholder Guaranties and each other document entered into pursuant thereto. "Creditor" means Motorola Credit Corporation, a corporation organized under the laws of the State of Delaware, United States of America. "Credit Party" means the Company, any Foreign Affiliate, any Stockholder Guarantor (other than MIDC or Motorola do Brasil) and Telcom. "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. "Depositary" has the meaning ascribed to such term in the Company Security Deposit Agreement. "Dollars" and the sign "$" mean the lawful money of the United States of America. "Drawdown Date" means the date that is the earlier of (a) June 30, 2000, and (b) thirty (30) days after the date that the principal amount of the advances and accrued and unpaid interest thereon under the Bridge Line exceeds the Maximum Advance Amount. "EBITDA" means, as to any Person and for any period, the net income of such Person and its Subsidiaries as measured in accordance with GAAP on a consolidated basis for such period, plus interest expense, minus interest income, plus (or minus, in the case of income tax benefits) provision for taxes, minus (or plus, in the case of a loss) extraordinary gains or losses, to the extent not covered by GAAP, minus (or plus, in the case of a loss) financial gains or losses, or gains or losses from sales of assets (other than sales of inventory in the ordinary course of their respective businesses), plus amortization and depreciation charges plus (or minus, in the case of losses) minority interest in the net income or losses of consolidated Subsidiaries, minus (or plus, in the case of a loss) income or losses from equity method investments, minus (or plus, in the case of a loss) any inflationary adjustments, to the extent not covered by GAAP, including (i) monetary correction gain or loss, (ii) foreign exchange gain or loss, and (iii) inflationary income statement adjustments to revenues or expenses. "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, -7- 14 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 7.08(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 Abandonment" means the abandonment of the System or the Telecommunications Business or cessation of the operation of the System or the Telecommunications Business which reasonably indicates to the Creditor that the Company intends to abandon the System or the Telecommunications Business. "Event of Default" means any of the events specified in Section 11.01 hereof. "Excess Cash Flow" means, for any period, an amount equal to (i) EBITDA of the Company for such period, minus (ii) capital expenditures of the Company for such period, plus (iii) the decrease in the value added tax credit account of the Company during such quarter, minus (iv) the increase in the value added tax credit account of the Company during such quarter, minus (v) the sum of the aggregate Consolidated Fixed Charges, taxes accrued and voluntary prepayments made hereunder, during such period. "Excluded Leases" means those leases entered into prior to October 31, 1997, and any other Leases which Nextel International, the Company or any Foreign Affiliate shall not be permitted to assign to the Creditor, notwithstanding their exercise of good faith and commercially reasonable efforts in accordance with the provisions of Section 8.13 hereof. "Final Advance" has the meaning ascribed to such term in subsection 2.01(a) hereof. "Financing Note" has the meaning ascribed to such term in Section 2.03 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 for such quarter, plus (ii) the Quarterly Paid-in Capital Contribution for such quarter, plus (iii) the decrease in the value added tax credit account of the Company during such quarter, minus (iv) the increase in the value added tax credit account of the Company during such quarter to (b) Adjusted Consolidated Fixed Charges for such quarter. "Foreign Affiliate" means, with respect to the Company, those Affiliates listed on Schedule 1.01(b) hereto, each entity created or acquired pursuant to Section 9.05 or 9.12 hereof, and any other Affiliate of the Company that executes a Credit Document. "Foreign Affiliate Assignment of Rights and Obligations" has the meaning ascribed to such term in subsection 6.01(d)(i) hereof. -8- 15 "Foreign Affiliate Guaranties" has the meaning ascribed to such term in Section 5.02 hereof. "Foreign Affiliate Pledge Agreements" has the meaning ascribed to such term in subsection 6.01(f)(i) hereof. "Foreign Affiliate Security Agreements" has the meaning ascribed to such term in subsection 6.01(d)(i) hereof. "Foreign Affiliate Trademark Assignment Agreement" has the meaning ascribed to such term in subsection 6.01(d)(i) hereof. "Foreign Affiliate Voting Agreement" has the meaning ascribed to such term in subsection 6.01(f)(i) hereof. "Foreign Projects" means the iDEN systems operated by Nextel International or its Affiliates outside the United States. "Foreign Resident Account" means the non-resident account according to the Brazilian Central Bank Circular 2677, April 10, 1996, established for the benefit of the Creditor under Section 8.22 of the Original EFA. "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, franchise, concession, lease, ruling, permit, certification, exemption, filing or registration by or with any Governmental Authority or legal or administrative body reasonably desirable, or necessary, for the design, location, construction, completion, ownership, operation, repair or maintenance of the System or the 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. "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, -9- 16 commodities future contracts, currency future or option contracts, as the same shall be modified and supplemented and in effect from time to time. "iDEN" means the Integrated Digital Enhanced Network created by the Motorola Entities. "iDEN Equipment Agreements" has the meaning ascribed to such term in the first preamble hereof. "iDEN Equipment and Service Agreements" has the meaning ascribed to such term in the first preamble hereof. "iDEN Service Agreements" has the meaning ascribed to such term in the first preamble hereof. "Immaterial Assets" means motor vehicles and immaterial assets, in each case (i) having a fair market value of not more than $50,000 and an aggregate value at any time of not more than 1% of the fair market value of all assets owned by the Company and the Foreign Affiliates, and (ii) that are not essential for the operation of the Company or any Foreign Affiliate or the operation of the System or the Telecommunications Business. "Indebtedness" means, with respect to any Person, (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 less than three (3) months 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 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), (g) and (h) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn 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 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, all obligations in respect of Hedge Agreements. -10- 17 "Information" has the meaning ascribed to such term in Section 12.12 hereof. "Initial Funding Date" means December 1, 1997. "Intellectual Property" has the meaning ascribed to such term in Section 7.09 hereof. "Interest Payment Dates" means (i) semi-annually on the Semi Annual Dates, and (ii) at any time, in the case of any Advance, upon the payment or prepayment thereof or the conversion thereof into an Advance of another type pursuant to subsections 2.02(a) and 2.06(b) hereof (but only on the principal so prepaid, paid or converted). "Interest Period" means with respect to each LIBOR Advance, each period commencing in the date such LIBOR Advance is made or converted from a Prime Advance pursuant to subsection 2.02(a) hereof or the last day of the preceding Interest Period with respect to such LIBOR Advance, and ending, except as otherwise provided in Section 2.02 hereof, on the same day in the sixth calendar month thereafter. Notwithstanding the foregoing, (i) the final Interest Period shall end on the Maturity Date and (ii) each Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day. "Invoice" has the meaning ascribed to such term in subsection 2.02(a) hereof. "IRS" means the Internal Revenue Service of the United States. "knowledge" means (a) as it applies to the Company or Nextel International, the actual knowledge of a Vice President or more senior officer of the Company or Nextel International, respectively, or any other officer of the Company or Nextel International, respectively, having responsibility for the transactions contemplated by the Operative Documents, and (b) as it applies to Nextel S.A., the actual knowledge of a director or other representative having management authority; provided, that each of the Company, Nextel International and Nextel S.A. shall be deemed to have "knowledge" of any matter as to which it has received written notice from any Governmental Authority, any party to any System Document or any other Credit Party. "Lease Assignment Agreements" means each Lease Assignment Agreement executed and delivered by a Credit Party in the form of Exhibit M-2 to the Original EFA (incorporated herein by reference). "Leases" mean the various lease agreements executed by the Company or any of the other Credit Parties in connection with the lease of such interests of real and personal property as shall be necessary to install, operate and maintain the System or the Telecommunications Business. "LIBOR Advance" means any of the Advances 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 Reuters Monitor Money Rates Services, or any successor thereto as of 11:00 a.m., London, England time two (2) -11- 18 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 outstanding during such Interest period. If quotes for the foregoing rates are not available on the Reuters 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 Creditor 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 (2) Business Days prior to the first day of such Interest Period, in the approximate amount equal to the principal amount of the LIBOR Advance to be made by the Creditor for such Interest Period and for a period equal to such Interest Period. "LIBOR Rate" means for any Interest Period therefor, the LIBOR Base Rate for such Advance for such Interest Period divided by 1 minus the Reserve Requirement for such Advance for such Interest Period. "Licenses" means collectively all those licenses and concessions permitting the Company and the Foreign 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 communications, and personal communication services together with any amendments or changes to each such license that expand the authority of the Company and the Foreign Affiliates thereunder. "Lien" means, with respect to any Person, any security interest, lien, pledge, mortgage, deed of this charge or encumbrance (including 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 each of the following cities in Brazil: Sao Paulo, Rio de Janeiro and other market areas in Brazil in which the Company intends to build out its System and Telecommunications Business. "Majority-Owned Foreign Affiliate" means each and any of Nextel S.A., Nextel Ltda., AirFone Holdings, and any other Foreign Affiliate in which Nextel International or the Company directly or indirectly through one or more intermediaries beneficially owns more than 50.0% of the voting stock or equity interest, as the case may be. "Management Agreements" means collectively the Management Agreements referred to on Schedule 7.10 hereto. "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 the construction, completion and operation of the System in the case of the Company), (ii) such Person's ability to perform its obligations under the -12- 19 Operative Documents to which such Person is a party, (iii) the security interests granted by such Person under the Security Documents, (iv) the System or (v) such Person's Licenses or Governmental Approvals. (a) With respect to any of the Company, Nextel International and any of the Foreign Affiliates, Material Adverse Effect shall mean a material adverse effect set forth in clauses (i) through (v) above. When the term Material Adverse Effect is applied to the Company and the Foreign Affiliates, it shall be deemed to apply to the Company and the Foreign Affiliates taken as a whole (or, after consummation of the Proposed Consolidation in accordance with this Agreement, the Consolidated Entity, the Company and any surviving Foreign Affiliates taken as a whole). (b) With respect to any Stockholder Guarantor other than Nextel International, Material Adverse Effect shall mean a material adverse effect set forth in clauses (i), (ii) and (iii) above, unless, with respect to clause (ii) above in respect of a failure to perform under its Stockholder Guaranty (the "Defaulting Stockholder Guarantor"), (x) within five (5) Business Days after notice of such Material Adverse Effect, Nextel International or any other Stockholder Guarantor shall have assumed the liability of such Defaulting Stockholder Guarantor under its Stockholder Guaranty, and (y) there shall be no adverse effect on the stock or quotas pledged by such Defaulting Stockholder Guarantor. "Materials of Environmental Concern" means chemicals, pollutants, polychlorinated biphenyls, contaminated wastes, toxic or hazardous substances, asbestos, petroleum and petroleum products. "Maturity Date" means December 31, 2003; provided that if such date is not a Business Day, then the Maturity Date shall be the next succeeding Business Day. "Maximum Advance Amount" means an amount equal to (x) the Original Commitment minus (y) the aggregate principal amount of all Advances made to the date of determination, including without limitation Advances that have been prepaid. "MEFA" means the Master Equipment Financing Agreement, dated as of February 4, 1999, by and between Nextel International, the lenders party thereto, and Motorola Credit Corporation, as administrative agent and collateral agent, as heretofore or hereafter amended, supplemented or otherwise modified. "MIDC" means Motorola International Development Corporation, a Delaware corporation. "Ministry of Communications" means the Brazilian Ministry of Communications and its successors. -13- 20 "Motorola do Brasil" means Motorola do Brasil Ltda., a Brazilian limited liability company. "Motorola do Brasil Guaranty" has the meaning ascribed to such term in Section 5.01 hereof. "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 Subsidiaries and their successors and assigns. "MSO Site" means the site described on Schedule 1.01(a) hereof, formerly leased at the time of the Original Closing and now owned by the Company. "Net Worth" means, with respect to any Person, the net worth of such Person as determined in accordance with GAAP. "Nextel" means Nextel Communications, Inc., a Delaware corporation. "Nextel International" means Nextel International, Inc., a Washington corporation. "Nextel International Guaranty" has the meaning ascribed to such term in Section 5.01 hereof. "Nextel Ltda." means Nextel Telecomunicacoes Ltda., a Brazilian limited liability company (formerly known as Air Fone Comercio e Servicos de Radiofonia Movel Ltda.) and the survivor of mergers in July 1999 with (i) Via Radio Administracao e Participacoes Ltda., a Brazilian limited liability company, (ii) Via Radio-1 Telecomunicacoes Ltda., a Brazilian limited liability company, (iii) MCS Radio Telefonia Ltda., a Brazilian limited liability company, (iv) SOW Comercio e Servicos de Telefonia Movel Ltda., a Brazilian limited liability company, (v) Radio Telecomunicacoes do Brasil Ltda., a Brazilian limited liability company, and (vi) ATG Telecomunicacoes e Comercio Ltda., a Brazilian limited liability company. "Nextel Ltda. Receipt Account" has the meaning ascribed to such term in the Nextel Ltda. Security Deposit Agreement. "Nextel Ltda. Security Deposit Agreement" has the meaning ascribed to such term in subsection 6.01(f) hereof. "Nextel S.A." has the meaning ascribed to such term in the second preamble hereof. "Nextel S.A. Intercompany Services Agreement" has the meaning ascribed to such term in Section 7.10(d) hereof. "Nextel S.A. Promise to Pledge Quotas" has the meaning ascribed to such term in subsection 6.01(g) hereof. -14- 21 "Nextel S.A. Shareholders Agreement" means the AirLink S.A. Shareholders Agreement, dated as of September 26, 1997, by and among the Company, Motorola do Brasil and Nextel S.A. "Obligations" means collectively, all of the Indebtedness, liabilities and obligations of the Company to the Creditor, whether now existing or hereafter arising, whether or not currently contemplated, including without limitation those arising under the Credit Documents. "Operations and Maintenance Costs" means, for any period, the sum of the following expenses incurred during such period (without duplication), calculated in accordance with GAAP: (a) ordinary costs incurred in connection with the ongoing operation and maintenance of the System in accordance with the Approved Business Plan, (b) reasonable expenses of administering and operating the System and of maintaining it in good repair and operating condition, (c) insurance costs, (d) reasonable costs and fees incurred in connection with obtaining and maintaining in effect the Governmental Approvals and Licenses, (e) legal, accounting, marketing and other professional fees incurred in connection with any of the foregoing items, and (f) scheduled major maintenance; provided that such expenses do not include depreciation or any items properly chargeable by GAAP to fixed capital accounts or any taxes. "Operative Documents" means, collectively, the Credit Documents and the System Documents. "OPIC" means Overseas Private Investment Corporation, an agency of the United States government. "OPIC Policy" means the OPIC Contract of Insurance No. E926. "Option Agreements" mean collectively those Option Agreements referred to on Schedule 7.10 hereto. "Option Companies" means Telecomunicacoes Brastel S/C Ltda., Telemobile Telecomunicacoes Ltda. and Promobile Telecomunicacoes Ltda., each of which is a limited liability company organized under the laws of Brazil. "Options" means the options granted to Nextel Ltda. in respect of the quotas of each of the Option Companies pursuant to the Option Agreements. "Original Closing Date" means October 31, 1997. "Original Commitment" has the meaning set forth in the fourth preamble. "Original EFA" has the meaning ascribed to such term in the fourth preamble hereof. "Payment Date" means each Semi Annual Date in each year commencing with the June 30, 2000 Semi Annual Date. -15- 22 "PBGC" means the Pension Benefit Guaranty Corporation or its successor. "Permitted Indebtedness" means, collectively, (a) the Obligations, (b) trade accounts payable and other similar Indebtedness of the Company and the Foreign Affiliates incurred in the ordinary course of business (including, without limitation, handsets or mobile units purchased in the ordinary course of business) which are not due 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 Motorola Entity); provided that in addition to the foregoing, there shall be permitted to be outstanding at any one time trade accounts payable and other similar Indebtedness of the Company and the Foreign Affiliates incurred in the ordinary course of business which are due later than 120 days after invoice but no later than 180 days after invoice (not to exceed the difference between $10,000,000 and the amount of "Permitted Indebtedness" under and as defined in the MEFA above $10,000,000 that has been utilized under clause (b) of the definition thereof), (c) obligations under long-term real property leases of the Company and the Foreign Affiliates in respect of the cell sites, switch sites, retail space and office space incurred in the ordinary course of business, (d) short-term lease obligations of the Company and the Foreign Affiliates in an amount per annum not exceeding $250,000 in the aggregate, (e) Indebtedness of the Company and the Foreign Affiliates to be used for working capital purposes and not exceeding $7,000,000 in the aggregate which may be secured by the Collateral on a pari passu basis on terms and conditions reasonably satisfactory to the Creditor, (f) Indebtedness of the Company and the Foreign Affiliates not exceeding $50,000,000 in the aggregate which may be secured by the Collateral on a pari passu basis on terms and conditions reasonably satisfactory to the Creditor, (g) Indebtedness of Nextel S.A. to Motorola do Brasil relating to loans made by Motorola do Brasil as the minority shareholder in Nextel S.A. pursuant to subsection 5.2(e) of the Nextel S.A. Shareholders Agreement, (h) Indebtedness of the Company to Nextel International incurred in order to fund prepayment obligations as described in subsection 2.05(e) hereof, (i) Indebtedness of the Company to Motorola Credit Corporation, a Delaware corporation, under the Bridge Line, (j) handset purchase financing from a financial institution in an amount not to exceed $60,000,000 in the aggregate, (k) Indebtedness under Hedge Agreements; provided that such Hedge Agreements (I) are designed solely to protect the Company 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 (l) unsecured subordinated indebtedness of the Company owing to Nextel International, having no principal payments, cash interest payments or fee payments permitted or scheduled prior to the repayment in full of the Obligations and in amounts and on other terms (including, without limitation, payment and remedies subordination terms) acceptable to the Creditor. "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 Standard & Poor's Corporation (or an equivalent rating by another recognized -16- 23 credit rating agency of similar standing if such corporation 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 A-1 or better by Standard & Poor's Corporation (or an equivalent rating by another recognized credit rating agency of similar standing if such corporation 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 Standard & Poor's Corporation (or an equivalent rating by another recognized credit rating agency of similar standing if such corporation 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 or Brazil banks having total assets in excess of $1,000,000,000 (or such amount of local currency as is equivalent in $1,000,000,000 at all times using the rate of exchange in effect from time to time on legal and customarily used foreign exchange markets in Brazil). "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 8.01 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) 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 Creditor 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 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 -17- 24 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 October 31, 1997, and the cost of which, individually or in the aggregate, does not exceed $100,000) by the Company or any Foreign 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), and (g) with respect to Collateral located in the United States, rights reserved to or vested in any Governmental Authority as of October 31, 1997, to condemn, appropriate, control or regulate the System or any portion thereof. 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 the Creditor. "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: (i) 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 (ii) 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. "Political Risk Insurance" means insurance insuring against the non-payment of the Obligations and arising out of the events or circumstances set forth in the OPIC Policy and the AIG Policy. "Post-Default Rate" means (i) 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: (x) 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 (y) 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 Advances 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 (ii) in respect of other amounts payable by the Company 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 -18- 25 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. "Prime Advances" means any of the 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 to take effect on the beginning of the day of such change in the Prime Rate. "Proposed Consolidation" means the consolidation of the Foreign Affiliates with the Consolidated Entity surviving such consolidation. "Quarterly Paid-in Capital Contribution" shall mean, for any quarter, the net increase in cumulative Adjusted Paid-in Capital from the beginning of such quarter to the end of such quarter, as determined in accordance with the calculation of "Ending Cumulative Paid In Capital -- Actual" as set forth on Schedule 1.01(c) hereto. "Recurring Revenues" means total gross revenues earned by the Company and the Foreign Affiliates 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 Company and the Foreign Affiliates). Recurring Revenues shall not include equipment sales or leases of iDEN or other subscriber units. "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 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. "Remaining Commitment" means the aggregate unpaid principal amount, plus accrued and unpaid interest in respect thereof, of all outstanding Bridge Line Advances as of the Drawdown Date; provided in no event shall the Remaining Commitment exceed the Maximum Advance Amount. "Request for Financing" means a request described in subsection 2.02(a) hereof substantially in the form of Exhibit B hereto, duly completed and executed by the Company. -19- 26 "Reserve Requirement" means for any LIBOR Advances for any semi annual period (or, as the case may be, shorter period) as to which interest is payable hereunder, the average rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such period by the Creditor or its assignees against "Eurocurrency liabilities" (as such term in used in Regulation D). "Restricted Assets" means those assets listed on Schedule 1.02 hereto. "Securities Act" means the Securities Act of 1933, as amended, of the United States of America. "Security Documents" means individually and collectively the Company Security Agreement, the Company Security Deposit Agreement, the Company Quota Pledge Agreement, the Company Share Pledge Agreements, the Company Promise to Pledge Quotas (and power of attorney related thereto), the Company Quota Voting Agreement, the Company Share Voting Agreement, the Foreign Affiliate Security Agreements, the Nextel S.A. Promise to Pledge Quotas, the Nextel Ltda. Security Deposit Agreement, the Lease Assignment Agreements, the Foreign Affiliate Pledge Agreements, the Foreign Affiliate Assignment of Rights and Obligations, the Foreign Affiliate Trademark Assignment Agreements, Foreign Affiliate Voting Agreements, the Stockholder Guarantor Pledge Agreements, the Telcom Pledge Agreement, the Consents to Assignment and any financing statements, registrations or similar documents filed or recorded in connection with the foregoing. "Semi Annual Dates" means June 30 and December 31. "Shareholders Agreement" means the Shareholders Agreement dated as of January 29, 1997, by and among the Company, Nextel International and the Telcom Entities. "Stockholder Guarantor Pledge Agreement(s)" has the meaning ascribed to such term in subsection 6.01(b)(i) hereof. "Stockholder Guarantors" means Nextel International, MIDC (on behalf of Motorola do Brasil) and each other Acceptable Guarantor executing and delivering a Stockholder Guaranty. "Stockholder Guaranty(ies)" has the meaning ascribed to such term in Section 5.01 hereof. "Subscriber" means, as at any date, the aggregate number of units employing iDEN based digital enhanced specialized mobile radio technology, subscribing to, and paying for, communications services provided by the Company or the Foreign Affiliates in connection with the System, excluding any such unit to the extent the accounts receivable generated by operation of such unit are more than ninety (90) days past due as of such date. "Subsidiary" means (a) a company of which for the time being (i) any Person controls the composition of the Board of Directors or the appointment of the delegate managers or is the -20- 27 managing quotaholder; or (ii) such Person holds more than 50% in par value of the issued and outstanding capital stock or quotas, or (b) a company which is a subsidiary of any company which is a subsidiary of such Person. "System" means the wireless communications system to be constructed and operated in Brazil by Nextel International or its Affiliates utilizing the iDEN based digital enhanced specialized mobile radio technology. "System Documents" means the (i) iDEN Equipment and Services Agreements, (ii) the Management Agreements, (iii) the Leases, (iv) the Conditional Sale Agreements, (v) the Option Agreements, and (vi) any Additional System Document. "System Party" means the Company, the Foreign Affiliates and each other party to any System Document. "System Revenues" means all income and receipts derived from the ownership or operation of the System and the Telecommunications Business, including without limitation proceeds of any business interruption insurance, income derived from the operation of the System and the Telecommunications Business, all as determined in conformity with cash accounting principles and the investment income on the U.S. Accounts and the Nextel Ltda. Receipt Account. "Target Subscribers" means, as of any quarter end date, the "Target Subscribers" set forth opposite such quarter end date on Schedule 1.01(d) hereto. "Taxes" means, with respect to the Creditor, 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 Brazil 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, but excluding taxes on the overall net income of the Creditor (other than taxes on interest payments or all other payments to be made in pursuance to the Credit Documents). "Telcom" means Telcom Ventures, L.L.C. "Telcom Entities" mean collectively (i) South Beach Ventures, Inc., (ii) Rajendra Singh, (iii) Neera Singh, (iv) The Hersh Raj Singh Education Trust, (v) The Samir Raj Singh Education Trust, (vi) Ramesh Mehta, and (vii) Vandana Tandon. "Telcom Pledge Agreement" has the meaning ascribed to such term in subsection 6.01(c)(i) hereof. "Telecommunications Business" means the operation of analog SMR, radio paging, mobile communications, personal communications services and related wireless services, including data access and transmission, internet access and services, and long-distance backhaul, which (i) materially utilize as a necessary and central component thereof the iDEN based digital -21- 28 enhanced specialized mobile radio technology in Brazil in which the Company or any Foreign Affiliate is engaged and (ii) comprise an enhancement to such iDEN based digital enhanced specialized mobile radio technology. "Trademark License Agreement" means the Trademark License Agreement, dated October 31, 1997, between Motorola, Inc. and Nextel S.A. (formerly known as AirLink S.A.). "U.S. Accounts" means the U.S. Receipt Account and the U.S. Debt Service Account. "U.S. Debt Service Account" has the meaning ascribed to such term in the Company Security Deposit Agreement. "U.S. Receipt Account" has the meaning ascribed to such term in the Company Security Deposit Agreement. "Vendor" has the meaning ascribed to such term in the first preamble hereof. "Voting Stock" means Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to vote in the election of the corporate directors (or Persons performing-similar functions). "Wireless" means the Company as in existence prior to January 29, 1997. Section 1.02. 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 1.03. 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 generally accepted accounting principles in effect in the United States (including 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. -22- 29 SECTION 2. ADVANCES Section 2.01. The Remaining Commitment. (a) The Creditor agrees, upon the terms and subject to the conditions hereinafter set forth, to make credit available in Dollars to the Company on the Drawdown Date in an aggregate principal equal to the Remaining Commitment (such advance being referred to as the "Final Advance" and, together with any other advances heretofore made by the Creditor to the Company under the Original EFA (any such advance being referred to as an "Advance"), the "Advances"). The Creditor represents, warrants and covenants that no part of the funds to be used by it to make the Final Advance or hold the Advances 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) The Company shall avail itself of the Remaining Commitment in one drawdown on the Drawdown Date. (c) The Final Advance shall be either a Prime Advance or a LIBOR Advance (each being a "type" of Advance as the Company shall specify in the applicable Request for Financing). Section 2.02. Procedure for Borrowing Final Advance. (a) The Company shall deliver to the Creditor at the address listed in Section 12.07 hereof, at least three (3) Business Days prior to the Final Advance, a Request for Financing for each Advance which shall specify (i) the type of the Final Advance (LIBOR Advance or Prime Advance and in the case of a Prime Advance whether such Prime Advance will be converted to a LIBOR Advance on the next Semi Annual Date), and (ii) the recipient of such Advance. The foregoing Request for Financing, once delivered to the Creditor, shall be irrevocable and shall commit the Company to receive the amount to be advanced by the Creditor pursuant to the immediately preceding sentence on the date specified therein. (b) Not later than 2:00 p.m., New York City time on the Drawdown Date, but subject to the terms and conditions hereof and to the fulfillment of all applicable conditions set forth in subsection 2.02(a), Section 2.03 and Section 10 hereof, the Creditor shall make the Final Advance, and the proceeds thereof shall be used by the Company to satisfy the aggregate unpaid principal amount, plus accrued and unpaid interest in respect thereof, of all outstanding Bridge Line Advances. The Company authorizes and directs the Creditor to, without any further action or instruction (other than as set forth in the Request for Financing), disburse the proceeds of such Advance directly to the Creditor as specified in the Request for Financing. The Company acknowledges that disbursement of funds to a Person other than the Company in accordance with the Request for Financing pursuant to the immediately preceding sentence shall be deemed receipt by the Company of the proceeds of the Final Advance made hereunder. Section 2.03. Financing Note. The Advances made by the Creditor hereunder shall be evidenced by and be payable by the Company in accordance with the terms of a single financing note of the Company substantially in the form of Exhibit C hereto (the "Financing Note"), dated the Initial Funding Date, and be payable to the order of the Creditor in a principal amount equal to the $125,000,000; subject, however, to the provisions of the Financing Note to the effect that -23- 30 the principal amount payable thereunder at any time shall not exceed the then unpaid principal amount of the Advances. The Company hereby irrevocably authorizes the Creditor to make or cause to be made, at or after the time of each Advance, an appropriate notation on the records of the Creditor, including the Financing Note, reflecting the principal amount of such Advance, and the Creditor shall make or cause to be made, at or after the time of receipt of payment of any principal of any Advance, an appropriate notation on its records and such Financing Note reflecting such payment and the Creditor will, prior to any transfer of the Financing Note, endorse on the reverse side thereof the outstanding principal amount of the Advances evidenced thereby. Failure to make any such notation shall not affect the Company's obligations in respect of such Advances. Section 2.04. Repayment of Principal of Advances. (a) The Company shall pay to the Creditor the principal of the Advances made by the Creditor outstanding at the close of business on the Commitment Termination Date 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 principal amount of such Advances), with the amount of the installment paid on each Payment Date to be equal to the respective percentages of the principal of such Advances outstanding at the close of business on the Commitment Termination Date as set forth below:

Percentage of Original Principal of Payment Date Advance Payable on such Payment Date ------------ ------------------------------------ June 30, 2000 10% December 31, 2000 10% June 30, 2001 10% December 31, 2001 10% June 30, 2002 15% December 31, 2002 15% June 30, 2003 15% December 31, 2003 15%

(b) The Advances shall be repaid as and when necessary to cause the aggregate principal amount of the Advances outstanding not to exceed the Maximum Advance Amount and as required by subsection 2.05(a) hereof. Section 2.05. Prepayments. (a) Mandatory Prepayment. The Company shall prepay Advances on the dates and in the principal amounts described below together with all accrued interest on such principal prepaid to date of prepayment: (i) not later than the date 120 days (or 150 days, in the event that (x) the Foreign Resident Account of the Company is no longer permitted under applicable law or (y) the use of such Foreign Resident Account would result in a -24- 31 significant cost to the Company and in each case the Brazilian Central Bank approval for such prepayment is pending, so long as the Company is using reasonable efforts to obtain such approval), after the end of each fiscal year of the Company (commencing with the fiscal year ending on December 31, 1998), the Company shall prepay Advances in an aggregate amount equal to 50% of Excess Cash Flow for such fiscal year from amounts contained in the U.S. Receipt Account; and (ii) on the dates and the amounts specified in subsection 2.06(b) and Sections 2.09 or 2.10 hereof if the Company shall be required to prepay the Advances pursuant to such Sections. (b) Optional Prepayment. The Company may prepay Advances, in whole or in part, in integral multiples of $100,000 upon not less than thirty (30) days prior written notice to the Creditor of the principal amount to be prepaid and the date of such prepayment. On the date specified for prepayment the Company 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 2.05(c) hereof shall be simultaneously satisfied, LIBOR Advances may be only repaid on the last day of the Interest Period for such LIBOR Advance. A notice of prepayment once received shall be irrevocable and binding on the Company. (c) Broken Funding Indemnification. The Company shall pay to the Creditor such amount or amounts as shall compensate the Creditor for any loss, cost or expense incurred by the Creditor (as reasonably determined and documented by the Creditor) as a result of: (i) any 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 Company to borrow a LIBOR Advance on the Drawdown Date specified in the relevant Request for Financing under Section 2.02 hereof, such compensation to include, without limitation, an amount equal to: (x) any loss or expense suffered by the Creditor during the period from such failure to borrow to the last day of such Interest Period if the rate of interest obtainable by the Creditor 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 or (y) any loss or expense suffered by the Creditor in liquidating LIBOR deposits to maturity. The Company shall pay any amount due hereunder no later than seven (7) days after receipt of an invoice therefor from the Creditor. (d) Effect of Prepayment. All Advances prepaid, whether by mandatory or optional prepayment, may not be reborrowed. (e) Certain Reimbursements In Respect of Prepayments. Without affecting the obligations of the Company set forth above, the Creditor acknowledges that (i) the primary source of funds for the prepayments described above will be revenue generated in Brazil by the -25- 32 operations of the Foreign Affiliates and that the Company expects to make any required prepayments from corresponding prepayment amounts which Nextel S.A. is obligated to make to the Company under the Conditional Sale Agreements, and (ii) the transferring of the amounts for such prepayments under the Conditional Sale Agreements will be subject to the approval of the Central Bank in Brazil. In the event that (i) (x) the Company is prohibited by applicable law from maintaining a Foreign Resident Account or (y) the use of such Foreign Resident Account would result in a significant cost to the Company, and (ii) the approval of the Central Bank is not obtained within the applicable periods provided for above (notwithstanding the reasonable efforts of the Company and Nextel S.A. to obtain such approval), Nextel International may make an intercompany loan to the Company in the amount of such prepayment no later than 151 days after the end of such fiscal year. Simultaneously with the receipt of such intercompany loan, the Company shall use the proceeds thereof to make the prepayment required pursuant to this Section 2.05. After making such prepayment and so long as no Default shall have occurred and is continuing under this Agreement, then such intercompany loan may be repaid directly or indirectly to Nextel International by the Company or Nextel S.A. pursuant to the terms of the Company Security Deposit Agreement and the Nextel Ltda. Security Deposit Agreement. Section 2.06. Interest. (a) The Company shall pay to the Creditor interest on the outstanding principal amount of each of the Advances made by the Creditor, for the period commencing on the date of such Advance 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 of the Advances 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 Creditor. (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, the Creditor 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 1.01 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 the Creditor of making or maintaining such LIBOR Advance for such period, -26- 33 then the Creditor shall give the Company prompt notice thereof (and shall thereafter give the Company prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, the Creditor shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.02(a) hereof and the Company 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 Section 2.05 hereof or convert such LIBOR Advances in Prime Advances. (c) Without prejudice to the provisions of Section 11.02 hereof, in the event of default by the Company in payment of any principal amount of the Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Company shall pay to the Creditor 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. In addition, the Company shall indemnify the Creditor against any loss or expense which it may sustain or incur as a direct consequence of the default by the Company in payment of any principal amount of the Advances or interest thereon. Each determination of any loss or expense by the Creditor under this paragraph (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 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable. Section 2.07. Payments. (a) Except as otherwise provided herein, all payments whatsoever by the Company to the Creditor hereunder or under the Financing Note shall be made in Dollars in same-day funds to the order of Motorola, Inc. at Harris Bank, Chicago, Illinois, USA, ABA# 071-000-288, for the account of Motorola Credit Corporation, Account # 350-9551 (or such other place as the Creditor shall have designated in writing to the Company at least five (5) Business Days prior to the scheduled payment date), not later than 2:00 p.m. New York time, on the day on which such payment shall become due. Any amounts received after such time on any date may, in the discretion of the Creditor, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. (b) If any payment hereunder or under the 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 2.08. Use of Proceeds. The Company agrees that the proceeds of the Final Advance shall be used by the Company solely to satisfy the aggregate unpaid principal amount, plus accrued and unpaid interest in respect thereof, of all outstanding Bridge Line Advances as of the Drawdown Date. The Company represents and warrants that the proceeds of all other Advances were used by the Company solely to finance the purchase of equipment and services -27- 34 acquired pursuant to the iDEN Equipment and Service Agreements (including down payments, milestone payments and other payments due under the iDEN Equipment and Service Agreements) to be used in connection with the System excluding import taxes and/or duties related thereto, to purchase equipment and services promptly sold to Nextel S.A. pursuant to the Conditional Sale Agreements solely for use in Brazil, or to repay Indebtedness owing under the Bridge Line. The proceeds of the Final Advance shall be paid by the Creditor directly to Motorola Credit Corporation. Section 2.09. Change in Law. If any change in applicable law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof has made (or has made it apparent that it is) unlawful for any Credit Party to perform any of obligations under any of the Credit Documents and such change could reasonably be expected to have a Material Adverse Effect then (i) the Creditor shall be discharged from all obligation to make, renew or maintain the Advances, and (ii) the Company shall on demand pay to the Creditor without premium or penalty the outstanding principal amount of the Advances together with accrued interest thereon and all other moneys due to the Creditor hereunder; provided that for so long as the Company is 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 Creditor shall not be so discharged and the Company shall not be required to so pay upon demand. Section 2.10. Illegality. If any change in applicable law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof has made (or has made it apparent that it is) unlawful for the Creditor to perform its obligations hereunder, then (i) the Creditor shall be discharged from all obligations to make, renew or maintain the Advances and (ii) Company agrees to pay on demand to the Creditor without premium or penalty the outstanding principal amount of the Advances together with accrued interest thereon and all other moneys due to the Creditor hereunder. Notwithstanding the foregoing, the Creditor will use reasonable endeavors to assist in any restructuring necessitated by this Section 2.10; provided, however, that the Creditor shall be under no obligation to take any act on the effect or likely effect of which, in the opinion of the Creditor could reasonably be expected to have an adverse effect upon the Creditor; provided, further, that the Company shall reimburse the Creditor on demand for all expenses (including attorneys' fees) incurred by the Creditor in assisting in any such restructuring. SECTION 3. FUNDING AND PROTECTION Section 3.01. Taxes, Duties, Fees and Charges. (a) All payments due to the Creditor under any of the Credit Documents, whether of principal, interest, penalties, fees or otherwise, including payments made under this subsection 3.01(a), shall be made without set-off, withholding or counterclaim, and free and clear and without any deduction or withholding on account of any Taxes, all of which shall be for the account of the Company and paid by it directly to the relevant taxing or other authority when due. If the Company shall be required by law to make any deduction or withholding in respect of Taxes from any payment hereunder, including payments made under this subsection 3.01(a), the sum payable shall be increased to such sum as will result in the receipt by the Creditor after -28- 35 such deduction or withholding, of the amount that would have been received if such deduction or withholding had not been required. (b) The Company agrees to pay any Taxes imposed on or with regard to the execution, formalization, registration, recordation or perfection of any of the Operative Documents or any other documentation contemplated hereunder or delivered pursuant hereto. (c) The Company shall deliver to the Creditor within thirty days after the payment thereof copies of the receipts evidencing payment of any withholding taxes to any Governmental Authority. Section 3.02. 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 of maintaining any reserves or special deposits against the Remaining Commitment or the LIBOR Advances or (ii) any other cost of complying with any law, regulation or condition with respect to the Remaining Commitment or the LIBOR Advances, and the result of any of the foregoing is or will be to increase the cost to the Creditor of making or maintaining the Remaining Commitment or the LIBOR Advances or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Creditor hereunder, then upon receipt of a request from the Creditor the Company shall pay or reimburse to the Creditor such amount as will compensate the Creditor for such additional cost or reduction of payment; provided that the Company shall only be liable for such costs applicable to LIBOR Advances then outstanding. Amounts payable hereunder shall be due seven (7) days after invoice therefor. (b) The protection of subsection 3.02(a) hereof shall apply to voluntary compliance by the Creditor with restraints, guidelines or policies not having the force of law and shall apply if the Creditor shall comply with any law, regulation or condition irrespective of any possible contention of invalidity or non-applicability thereof. (c) The Creditor will promptly (but in no event later than twenty (20) days after actual knowledge of the occurrence of the event described in subsection 3.02(a) hereof) inform the Company by facsimile of its intention to claim indemnification under this Section 3.02. The facsimile statement of the Creditor as to the amount sufficient to indemnify the Creditor against any increased cost, reduction or payment incurred, suffered or made by the Creditor, supported by the computations made by the Creditor in arriving at such figure, shall, in the absence of manifest error, be conclusive as to the amount thereof and binding on Company. A claim made under this Section 3.02 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; provided, that the Company shall in no event be liable for any payment under this Section 3.02 with respect to more than one Interest Period for each claim made under this Section 3.02. An increased cost shall be an increased cost for the purpose of subsection 3.02(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. -29- 36 (d) In the event of any such change or request as is contemplated by subsection 3.02(a) hereof the Creditor will use reasonable endeavors to mitigate the effect or likely effect of such change or request by transferring the LIBOR Advances to another jurisdiction or otherwise; provided, however, that the Creditor 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 Creditor, such transfer or other action could reasonably be expected to have an adverse effect upon the Creditor, whether as a result of taxes, credit policies, political considerations or otherwise; provided, further, that the Company shall reimburse the Creditor on demand for all expenses (including attorney's fees) incurred by the Creditor in effecting such transfer (if such transfer is requested by the Company) and the Creditor shall have no obligation to effect any such transfer unless the Creditor 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 Company. If the Creditor is entitled to reimbursement under this subsection 3.02(d) for any cost, the Creditor shall deliver to the Company a statement of the nature and amount of such cost which statement shall constitute prima facie evidence as to the amount due to the Creditor under this subsection 3.02(d). (e) If the Company elects (which election shall be irrevocable) by giving at least two (2) Business Days prior written notice to the Creditor, the Company may, without penalty or premium, prepay to the Creditor any outstanding Advances on any Interest Payment Date applicable to such Advances with respect to which the Company has received a claim under this Section 3.02 together with accrued interest thereon and all other sums due to the Creditor (including amounts accrued or due under this Section 3.02). SECTION 4. EXPENSES; INDEMNIFICATION; FEES Section 4.01. Expenses. The Company agrees to pay, whether or not the Final Advance is made hereunder, on demand: (a) all reasonable out-of-pocket costs and expenses of the Creditor 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 of the System Documents 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 Creditor's expert consultants; (c) the reasonable fees and disbursements of McDermott, Will & Emery, United States counsel to the Creditor and of Mattos Filho, Veiga Filho, Marrey Jr., Moherdaui e Quiroga Advogados, Brazilian counsel to the Creditor, incurred in connection with such negotiation, preparation, execution and delivery of the Credit Documents and the review of the System Documents and any of the other 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 Creditor (including the 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 Operative Documents and not solely requested by the Creditor; (e) all costs and expenses (including legal fees and disbursements of counsel) incident to the enforcement, protection or preservation of any right or claim of the Creditor under any of the Operative Documents; and (f) all transfer, stamp, documentary or other similar taxes, assessments or charges, if any, upon any of the System -30- 37 Documents and the Credit Documents. Fees shall be deemed reasonable to the extent they are reviewed and approved by the Creditor. Section 4.02. Indemnification. (a) Without in any way limiting the applicability of subsection 4.02(b) hereof, and without regard to whether the Company or any other Person has disclosed any fact to the Creditor, the Company hereby indemnifies and holds harmless the Creditor and each of its respective officers, directors, employees, consultants, advisors and agents (collectively, the "Indemnities") from and against any and all actions, suits, claims, damages, demands, judgments, losses, liabilities, costs or expenses whatsoever, including reasonable attorneys' fees, which any Indemnitee may sustain or incur (or which may be claimed against the Creditor by any Person or entity whatsoever) to the extent arising by reason of or in connection with the construction, ownership or operation of the System or the Telecommunications Business 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 Creditor of any legal remedy in connection with an Event of Default or arising out of or in connection with the Creditor's entering into this Agreement or the Security Documents, or enforcing their remedies hereunder or thereunder; provided that, the Company shall not be required to indemnify the Creditor for any actions, suits, claims, damages, demands, judgments, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the Creditor's willful misconduct or gross negligence, or to the extent caused by the acts or omissions of the Creditor after taking possession and control of the System or the Telecommunications Business upon foreclosure. Fees shall be deemed reasonable to the extent they are reviewed and approved by the Creditor. (b) Notwithstanding anything in subsection 4.02(a) hereof to the contrary, and without regard to whether the Company or any other Person has disclosed any fact to the Creditor, the Company agrees to indemnify, defend and hold the Indemnities 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 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 System, Telecommunications Business, Collateral or 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 4.02 shall in any way diminish any of the Company's rights or the Vendor's obligations under the iDEN Equipment and Service Agreements. -31- 38 SECTION 5. STOCKHOLDER GUARANTIES AND FOREIGN AFFILIATE GUARANTIES Section 5.01. Stockholder Guaranties. The due payment and performance of the Obligations shall continue to be guaranteed to the Creditor by (i) Nextel International, severally, for 93.9% of the aggregate Obligations, by the execution and delivery to the Creditor, simultaneously with the execution and delivery of this Agreement, by Nextel International of an amended and restated guaranty in the form of Exhibit D-1 hereto (the "Nextel International Guaranty"), and (ii) MIDC (on behalf of Motorola do Brasil), severally, for 6.1% of the aggregate Obligations (as such percentile may be adjusted in accordance with terms of the Motorola do Brasil Guaranty), by the execution and delivery to the Creditor by MIDC of an amended and restated Guaranty in the form of Exhibit D-2 hereto (the "Motorola do Brasil Guaranty" and together with the Nextel International Guaranty and any other guaranty executed by a Stockholder Guarantor in favor of the Creditor, hereinafter referred to individually as a "Stockholder Guaranty"; and collectively, the "Stockholder Guaranties"). Any Stockholder Guarantor may assign a portion of its obligations under its Stockholder Guaranty to an Acceptable Guarantor subject to the terms and conditions of its respective Stockholder Guaranty; provided that in no event may any such assignment result in Nextel International guaranteeing less than 93.9% of the Obligations. Section 5.02. Foreign Affiliate Guaranties. The due payment and performance of the Obligations shall continue to be guaranteed to the Creditor by each Majority-Owned Foreign Affiliate, by the execution and delivery to the Creditor, prior to or simultaneously with the execution and delivery of this Agreement, by each Majority-Owned Foreign Affiliate of a guaranty in the form of Exhibit J to the Original EFA (incorporated herein by reference) (the "Foreign Affiliate Guaranty"; and collectively the "Foreign Affiliate Guaranties"). SECTION 6. SECURITY Section 6.01. Security. (a) In order to secure the due payment and performance by the Company of the 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) The Company shall have: (A) Granted to the Creditor a Lien on all of the Company's personal properties and assets (excluding Restricted Assets), whether now owned or hereafter acquired, tangible and intangible by the execution and delivery to the Creditor of a Security Agreement in the form of Exhibit K to the Original EFA (incorporated herein by reference) (the "Company Security Agreement"), a Security Deposit Agreement in the form of Exhibit F hereto (the "Company Security Deposit Agreement"), and endorsed the Conditional Sale Notes in favor of the Creditor; -32- 39 (B) Granted to the Creditor a Lien on and pledge with the Creditor, all of the issued and outstanding quotas or shares, as the case may be, of its Subsidiaries (including, without limitation, Nextel S.A. and the other Foreign Affiliates) owned by it, by the execution and delivery to the Creditor of a Quota Pledge Agreement in the form of Exhibit N-1 to the Original EFA (incorporated herein by reference) (the "Company Quota Pledge Agreement") and a Voting Agreement in the form of Exhibit X-1(a) to the Original EFA (incorporated herein by reference) (the "Company Quota Voting Agreement") and a Share Pledge Agreement in the form of Exhibit N-2(a) and Exhibit N-2(b) to the Original EFA (incorporated herein by reference) (the "Company Share Pledge Agreements") and a Voting Agreement in the form of Exhibit X-1(b) to the Original EFA (incorporated herein by reference) (the "Company Share Voting Agreement") and a Company Promise to Pledge Quotas in the form of Exhibit N-3 to the Original EFA (incorporated herein by reference) (the "Company Promise to Pledge Quotas") and power of attorney related thereto and execution and delivery of all related documents necessary to give effect thereto; and (C) Executed and delivered or cause to be executed and delivered such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purposes of the Company Security Agreement, the Company Quota Pledge Agreement, the Company Promise to Pledge Quotas, the Company Share Pledge Agreements, the Company Quota Voting Agreement, the Company Share Voting Agreement, the Company Security Deposit Agreement, this subsection 6.01(a) and this Agreement including, but not limited to, the Consents to Assignment. (b) In order to secure the due payment and performance by each Stockholder Guarantor of all of the Indebtedness, liabilities and obligations of such Stockholder Guarantor and the Company to the Creditor, whether now existing or hereafter arising, whether or not currently contemplated, including, without limitation, those arising under its Stockholder Guaranty and this Agreement, prior to or simultaneously with the execution and delivery of this Agreement and as a condition precedent to the effectiveness of this Agreement by the Creditor, each Stockholder Guarantor (excluding MIDC but including Motorola do Brasil for the purposes of Section 6.01(b)(i)) shall have: (i) Granted to the Creditor a Lien on and pledge with the Creditor, all of the issued and outstanding shares of the capital stock of the Company and each of the Foreign Affiliates owned by it, by the execution and delivery to the Creditor of a Pledge Agreement in the form of Exhibit O to the Original EFA (incorporated herein by reference) and the execution and delivery of all related documents necessary to give effect thereto (each a "Stockholder Guarantor Pledge Agreement"); and -33- 40 (ii) Executed and delivered, or cause to be executed and delivered, such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purposes of the Stockholder Guaranties, the Stockholder Guarantor Pledge Agreement, this subsection 6.01(b) and this Agreement. (c) In order to secure the due payment and performance of all of the Indebtedness, liabilities and obligations of the Company to the Creditor, whether now existing or hereafter arising, whether or not currently contemplated, including, without limitation, those arising under this Agreement, prior to or simultaneously with the execution and delivery of this Agreement and as a condition precedent to the effectiveness of this Agreement, each of Telcom and the Telcom Entities shall have: (i) Granted to the Creditor a Lien on and pledge with the Creditor, all of the issued and outstanding shares of the capital stock of the Company owned by it, by the execution and delivery to the Creditor of a Pledge Agreement in the form of Exhibit P to the Original EFA (incorporated herein by reference) and the execution and delivery of all related documents necessary to give effect thereto (the "Telcom Pledge Agreement"); and (ii) Executed and delivered, or cause to be executed and delivered, such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purposes of the Telcom Pledge Agreement, this subsection 6.01(c) and this Agreement. (d) In order to secure the due payment and performance by each of Nextel S.A. and Nextel Ltda. of all of the Indebtedness, liabilities and obligations of such Foreign Affiliate and the Company to the Creditor, whether now existing or hereafter arising, whether or not currently contemplated, including, without limitation, those arising under its Foreign Affiliate Guaranty (if any) and this Equipment Financing Agreement, prior to or simultaneously with the execution and delivery of this Agreement and as a condition precedent to the effectiveness of this Agreement, each such Foreign Affiliate shall have: (i) Granted to the Creditor a Lien on all of such Foreign Affiliate's personal properties and assets (excluding Restricted Assets and Immaterial Assets), whether now owned or hereinafter acquired, tangible and intangible, by the execution and delivery to the Creditor of a Pledge Agreement in the form of Exhibit Q-1 to the Original EFA (incorporated herein by reference) (each a "Foreign Affiliate Security Agreement"); and (ii) Executed and delivered or caused to be executed and delivered such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purposes of the Foreign Affiliate Security Agreement, this subsection 6.01(d) and this Agreement including, but not limited to, the Consents to Assignment (except in respect of Option Companies). -34- 41 (e) In order to secure due payment and performance by each of Nextel S.A., Nextel Ltda., and Telemobile Telecomunicacoes Ltda. of all of the Indebtedness, liabilities and obligations of such Foreign Affiliate and the Company to the Creditor, whether now existing or hereafter arising, whether or not currently contemplated, including, without limitation, those arising under its Foreign Affiliate Guaranty (if any) and the Equipment Financing Agreement, prior to or simultaneously with the execution and delivery of this Agreement and as a condition precedent to the effectiveness of this Agreement, each such Foreign Affiliate shall have: (i) Granted to the Creditor a Trademark Assignment Agreement in the form of Exhibit R to the Original EFA (incorporated herein by reference) (each a "Foreign Affiliate Trademark Assignment Agreement"); and (ii) Executed and delivered or caused to be executed and delivered such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purposes of the Foreign Affiliate Trademark Assignment Agreement, this subsection 6.01(e) and this Agreement. (f) In order to secure the due payment and performance by Nextel Ltda. and Nextel S.A. of all of the Indebtedness, liabilities and obligations of such Foreign Affiliate and the Company to the Creditor, whether now existing or hereafter arising whether or not currently contemplated, including, without limitation, those arising under its Foreign Affiliate Guaranty and this Equipment Financing Agreement, prior to or simultaneously with the execution and delivery of this Agreement and as a condition precedent to the effectiveness of this Agreement, each of Nextel Ltda. and Nextel S.A. shall have in addition to clauses (d) and (e) hereof (as applicable), shall have: (i) Granted to the Creditor a Lien on and pledge with the Creditor, all of the issued and outstanding quotas of the Foreign Affiliates owned by it; by the execution and delivery to the Creditor of a Foreign Affiliate Quota Pledge Agreement in the form of Exhibit S-1 to the Original EFA (incorporated herein by reference) and the execution and delivery of all related documents necessary to give effect thereto (each a "Foreign Affiliate Pledge Agreement") and a Voting Agreement in the form of Exhibit X-2 to the Original EFA (incorporated herein by reference) (the "Foreign Affiliate Voting Agreement") in respect of Nextel Ltda. and Nextel S.A.; and (ii) Executed and delivered, or cause to be executed and delivered, such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purposes of the Foreign Affiliate Pledge Agreements, the Foreign Affiliate Voting Agreements, the Butler Gorge Promise to Pledge Quotas, this subsection 6.01(f) and this Agreement. (g) In order to secure the due payment and performance by Nextel S.A. of all of the Indebtedness and obligations of Nextel S.A. and the Company to the Creditor, whether now existing or hereafter arising, whether or not currently contemplated, including without limitation, those arising under its Foreign Affiliate Guaranty and this Equipment Financing Agreement, prior to or simultaneously with the execution and delivery of this Agreement and as a condition -35- 42 precedent to the effectiveness of this Agreement, Nextel S.A. shall have, in addition to delivering the documents described in clauses (d) and (f) above: (i) executed and delivered to the Creditor a Security Deposit Agreement in the form of Exhibit G hereto (the "Nextel Ltda. Security Deposit Agreement") and an Assignment Agreement of Rights and Obligations in respect of the Management Agreement in the form of Exhibit Y-1 to the Original EFA (incorporated herein by reference) and an Assignment of Rights and Obligations in respect of the Conditional Sale Agreements in the form of Exhibit Y-2 to the Original EFA (incorporated herein by reference) (collectively, the "Foreign Affiliate Assignment of Rights and Obligations") and a Promise to Pledge Quotas in the form of Exhibit S-4 to the Original EFA (incorporated herein by reference) (the "Nextel S.A. Promise to Pledge Quotas"); and (ii) [intentionally deleted]; and (iii) executed and delivered, or cause to be executed and delivered, such other agreements, instruments and documents as the Creditor may reasonably require in order to effect the purpose of the Nextel Ltda. Security Deposit Agreement, the Foreign Affiliate Assignment of Rights and Obligations, this subsection 6.01(g) and this Agreement. SECTION 7. REPRESENTATIONS AND WARRANTIES Each of the Company and Nextel International makes the representations and warranties attributed to it, as a Credit Party, in this Section 7 and each of the Company and Nextel International makes, on behalf of the Foreign Affiliates, the representations and warranties attributable to such Foreign Affiliate, as a Credit Party, 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, Nextel International and each Foreign Affiliate as to the Company, Nextel International and each Foreign Affiliate respectively. Section 7.01. Organization. (a) Each Credit Party is duly organized and validly existing under the laws of its state or jurisdiction of organization. Schedule 7.01(a) hereto accurately and completely lists, as to such Credit Party: (i) the state of incorporation or organization of each such entity, and the type of legal entity that each of them is, (ii) as to each of them 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, (iii) as to each of them 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, and (iv) the business in which each of such entities is engaged. All of the foregoing shares or other equity interests 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 7.01(a) hereto, free and clear of any Lien except those stock options in favor of the Company referred to on Schedule 7.01(a) hereto, Permitted Liens and as otherwise provided for herein. Except as set -36- 43 forth on Schedule 7.01(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 such 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 7.01(a) hereto, such Credit Party has no Subsidiaries. The Company has no Subsidiaries other than those listed on Schedule 1.01(b) hereof and after the Original 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 7.01(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 such Credit Party as now conducted or as proposed to be conducted requires or will require such 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 7.02. 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. (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. Section 7.03. Governmental Approvals; Licenses. (a) All Governmental Approvals that are necessary under all applicable Governmental Rules in connection with (a) the due execution, delivery and performance by each Credit Party of its obligations, and the exercise of its rights, under the Operative Documents, (b) the construction, completion, ownership, operation and maintenance of the System 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 on the ability of the Company and the Foreign Affiliates taken as a whole to achieve the Approved Business Plan with respect to any such Major Market Area), (c) the Telecommunications Business currently engaged in, and (d) 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 Creditor of its rights and remedies thereunder are identified on Schedule 7.03(a) hereto (which Schedule sets 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 -37- 44 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. All Governmental Approvals identified on Part I of each of Sections A and B of Schedule 7.03(a) hereto have been duly obtained on or before the Original 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 7.03(a) are expected to be obtained in due course. There is no proceeding pending or (to the Company's 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 7.03(a) hereto, and no such disclosed matter could reasonably be expected to have a Material Adverse Effect. None of Nextel International, the Company and Nextel S.A., 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 not accurate or complete in all respects as of the date submitted and as of the Original Closing Date and true and complete copies of such Governmental Approvals have been delivered to the Creditor. Except for those Governmental Approvals set forth on Schedule 7.03(a) hereto and the Licenses set forth on Schedule 7.03(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 Company of the System 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 on the ability of the Company and the Foreign Affiliates taken as a whole to achieve the Approved Business Plan with respect to any such Major Market Area), (ii) the Telecommunications Business currently engaged in, or (iii) as to such Credit Party and, to the Company's knowledge after due inquiry, as to Persons affiliated with any Credit Party, with the execution, delivery, performance, validity or enforceability of this Agreement or any other Operative Document. Section C of Schedule 7.03(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 Creditor of its rights and remedies all of which will be obtained by the registration or filing of the Security Documents in the locations indicated on Schedule 7.03 hereto. (b) Schedule 7.03(b) sets forth all Licenses that are necessary for (i) the ownership, operation or maintenance of the System in the Major Market Areas (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 on the Company and the Foreign Affiliates taken as a whole to achieve the Approved Business Plan in the Major Market Areas) as is contemplated by the Approved Business Plan, and (ii) the Telecommunications Business currently engaged in. Except to the extent expressly set forth in Schedule 7.03(b) hereof, each such License is in full force and effect. Those Licenses set forth in Part II of Schedule 7.03(b) hereof are expected to be obtained in due course. 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 -38- 45 other action of any local, state or federal authority is required to enable the Company or any Foreign 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 on the Company and the Foreign Affiliates taken as a whole to achieve the Approved Business Plan in the Major Market Areas) other than those filings made and referred to on Schedule 7.03(b) hereto. There is no proceeding pending, or to the knowledge of the Company 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 Nextel International, the Company and Nextel S.A., respectively, have any knowledge that the information set forth in each application submitted by the Company and any Foreign Affiliate in connection with each such approval, filing, registration or consent is not accurate or complete in any material respect. Section 7.04. 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 as (w) the enforceability of a pledge of more than 49% of the ownership interest of an entity holding a License may require the approval of the Ministry of Communications and the Company and Nextel International have no reason to believe such approval will not be granted in due course, (x) the enforceability thereof 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 laws 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 (iii) equitable orders of the Bankruptcy Court. 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 7.04 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 set forth violation or contravention thereof individually and in the aggregate could not reasonably be expected to have a Material Adverse Effect; (ii) will not, except as is set forth on Schedule 7.04 hereto, contravene any governmental guideline or policy statement applicable to such Credit Party but not having the force of law, which set forth violation or contravention thereof individually and in the aggregate could not 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; (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; (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, and (vi) except for the approvals, consents and registrations described in subsection 10.01(j) hereof (all those described in clause (i) 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 is needed with respect thereto) do not require any governmental -39- 46 consent, registration or approval. To the extent the representations and warranties contained in this Section 7.04 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 second sentence of subsection 2.01(a). Section 7.05. Financial Statements; Business Plan. (a) The consolidated audited balance sheets of Nextel International and its Subsidiaries and consolidated statements of operations, changes in stockholders' equity and cash flows of Nextel International and its Subsidiaries each as of December 31, 1998, and all other information and data heretofore furnished by the Company, Nextel International or any agent of the Company or Nextel International on behalf of Nextel International to the Creditor, including the quarterly (each as at June 30, 1999 and September 30, 1999) consolidated balance sheets and consolidated statements of operations, changes in stockholders' equity and cash flows are complete and correct have been prepared in accordance with GAAP and fairly represent the condition and results of operations of Nextel International and its Subsidiaries as of such dates or for such periods. Since December 31, 1998, no event that could reasonably be expected to have a Material Adverse Effect has occurred. None of Nextel International or any of its Subsidiaries has contingent obligations, liabilities for taxes or other outstanding financial obligations which are material either individually or in the aggregate. (b) The consolidated audited balance sheets of the Company and its Subsidiaries and consolidated statements of operations, stockholders' equity and cash flows of the Company and the Subsidiaries, each as at December 31, 1998, and all other information and data heretofore furnished by the Company or any agent of the Company on behalf of the Company to the Creditor, including the quarterly (each as at June 30, 1999 and September 30, 1999) consolidated balance sheets and statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries are complete and correct, have been prepared in accordance with GAAP and fairly represent the condition and results of operations of the Company and its Subsidiaries as of such dates or for such periods. Since December 31, 1998, no event that could reasonably be expected to have a Material Adverse Effect has occurred. None of the Company or any of its 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 7.05 hereto. (c) The financial and business projections for the System contained in the Approved Business Plan submitted to the Creditor were prepared in good faith and represent the Company's best estimate (as of the date of such Approved Business Plan) of performance for the forecast period. Section 7.06. 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 -40- 47 with GAAP on the books of such Credit Party or (y) the aggregate amount of such taxes, duties, fees and assessments is less than $1,000,000 and the non-payment of which could not reasonably be expected to have a Material Adverse Effect under such circumstances. There are no tax liens against such Credit Parties or any of their respective properties. Such Credit Party is not 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 such Credit Party or any of its respective properties. Section 7.07. 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 System or the Telecommunications Business 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 Collateral, the Immaterial Assets and the Restricted Assets 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 Collateral, the Immaterial Assets or the Restricted Assets is on file in any recording office other than in connection with the Liens granted under the Security Documents. Each Credit Party has been granted (or reasonably expects to be granted) and has good leasehold right or title (or reasonably expects to have a good leasehold right or title) to all easements, rights-of-way, licenses and other real property rights reasonably required for access to, and construction or operation of, the System and the Telecommunications Business, free and clear of any Lien other than Permitted Liens. Section 7.08. Compliance with Laws. (a) Each Credit Party complies and has complied in all material respects with all applicable Governmental Rules, and any 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 second sentence of subsection 2.01(a). Except as previously disclosed to the Creditor in writing, no such Credit Party has received any communication of which the Company has not made the Creditor 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 Company's 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, and any non-compliances cannot, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Such Credit Party is not liable for any arrears in wages, compensation, benefits, premiums, taxes or penalties for failure to comply with any of the -41- 48 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 $1,000,000. To the extent the representations and warranties contained in this Section 7.08(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 assuming the truth of the representation, warranty and covenant contained in the second sentence of subsection 2.01(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 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. (e) No Materials of Environmental Concern are presently stored or otherwise located on, in or under real estate owned or leased by such Credit Party except in compliance in all material respects with the Environmental Laws, and, no part of such real estate or adjacent parcels of real estate, including the groundwater located thereon, is to the knowledge of the Company after due inquiry, presently contaminated by any Materials of Environmental Concern in any material respect. (f) Such Credit Party has no material contingent liability in connection with any release of any Materials of Environmental Concern into the environment. Section 7.09. 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 such Credit Party, together with any pending applications therefor is listed on Schedule 7.09 hereto. Section 7.10. Burdensome Documents; Agreements with Affiliates; Other Agreements. (a) Except as set forth on Schedule 7.10 hereto, no Credit Party is a party to or bound by, nor are any of the properties or assets owned by such Credit Party used in the conduct of its businesses (with respect to Nextel International only, its Brazilian 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) Such Credit Party is not 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 the -42- 49 Management Agreements, Option Agreements and agreements made in the ordinary course of business and on arm's length, on commercially reasonable or more advantageous terms; provided, further, that the foregoing representation does not apply to any transaction entered into by Nextel International with any Affiliate which is an Arm's-Length Affiliate so long as such transaction could not reasonably be expected to have a Material Adverse Effect. (c) Such Credit Party is not 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, or could reasonably be expected to have a Material Adverse Effect. (d) No material purchase or other commitment (other than pursuant to the Operative Documents, the Management Agreements, the Intercompany Services Agreement, dated February 1, 1997 (the "Nextel S.A. Intercompany Services Agreement"), between Nextel S.A. and Nextel International and the Intercompany Services Agreement, intended to be executed between Nextel S.A. and Nextel Argentina S.A. in substantially the form of the Nextel S.A. Intercompany Services Agreement) of such 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. Section 7.11. Security Documents. The Security Documents create in favor of the Creditor 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 first security interests in the real and personal property of the Credit Parties other than (i) the Restricted Assets, and (ii) the Immaterial Assets. 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 other than the Restricted Assets and Immaterial Assets, prior and superior to all other Liens (except for Permitted Liens) has been created in favor of the Creditor. 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 Operative Documents or the transactions contemplated thereby nor is there any reasonable basis for the institution of any such action or proceeding. There is no proceeding pending, or to the best of the Company's or Nextel International's knowledge after due inquiry, threatened, which could rescind, terminate, modify or suspend any License in a Major Market Area which could reasonably be expected to have a material adverse effect on the ability of the Company and the Foreign Affiliates to achieve the Approved Business Plan for such Major Market Area. 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 (i) the iDEN Equipment and Service Agreements or any other System Document or (ii) any other agreement, lease or -43- 50 instrument to which any Credit Party is a party or by which it or its properties or assets may be bound which in the case of clause (h) 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 7.15. Sufficiency of System Documents. The services to be performed, the materials to be supplied and the property interests, easements (if any) and other rights granted to the Credit Parties pursuant to the System Documents or otherwise anticipated to be obtained by the Credit Parties in the ordinary course of business: (i) will comprise all of the property interests necessary to secure any such right that is material to the construction, operation and maintenance of the System in the Major Market Areas in accordance with all Governmental Rules, the Licenses and as contemplated by the Operative Documents; and (ii) will provide adequate ingress and egress to the real estate necessary in connection with the construction and operation of the System in the Major Market Areas. There are no services, materials or rights required for the construction, ownership and operation of the System in the Major Market Areas by the Company and the Foreign Affiliates in accordance with the Operative Documents other than (A) those granted by, or to be provided to the Credit Parties pursuant to, the Operative Documents or (B) those that can be reasonably expected to be commercially available. Section 7.16. Delivery of System Documents and Licenses. There has been delivered to the Creditor by Nextel International a true and complete copy of each System Document (including all exhibits, schedules and documents referred to therein or delivered pursuant thereto, if any), each Governmental Approval granted in favor of the Company and each Foreign Affiliate and each License. Except as identified in the definition applicable to such System Document, none of the System Documents have been amended, modified or terminated, and all of the System Documents are in full force and effect. Section 7.17. Accuracy of Information. Each of the foregoing representations and warranties attributed to the Company, Nextel International and each Foreign Affiliate and all information heretofore furnished by the Company, Nextel International and each Foreign Affiliate to the Creditor for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Company, Nextel International and each Foreign Affiliate to the Creditor will be, true and accurate in all 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, Nextel International and the Company represent only that such information was prepared in good faith and based upon assumptions believed to be reasonable at the time. Each of Nextel International, the Company -44- 51 and each Foreign Affiliate has disclosed to the Creditor in writing any and all facts which have or could reasonably be expected to have a Material Adverse Effect. No representation or warranty of Company or Nextel International herein, and no certification, document or statement furnished or to be furnished to Creditor 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 7.18. Business. None of the Company or any Foreign Affiliate has (i) on and after February 1, 1997, conducted any business other than relating to the development, financing, construction, ownership and maintenance of the System or the Telecommunications Business, or (ii) prior to February 1, 1997, (to the Company's or any Majority-Owned Foreign Affiliate's knowledge or Nextel S.A.'s knowledge with respect to the Option Companies) conducted any business which could reasonably be expected to have a Material Adverse Effect on the Collateral. Section 7.19. Survival of Representations and Warranties. Each of the representations and warranties set forth in Section 7 hereof (subject, in the case of Nextel International, to the provisions of Section 12.11 hereof) shall be deemed repeated on (a) the date of each Advance, (b) the first day of each Interest Period, and (c) each date upon which the audited or unaudited (as applicable) financial statements of the Company and Nextel International are delivered to the Creditor pursuant to Section 8.02 or 8.03 (as applicable) (or, if earlier, such date upon which such statements are required to be delivered under which sections), as fully as if made on each such date with respect to the circumstances of the relevant Credit Party existing at such time; provided that the representations and warranties set forth in subsections 7.05(a), (b) and (c) hereof as to the financial statements of the Company and Nextel International shall be deemed a reference to the audited and unaudited financial statements of the Company and Nextel International most recently delivered to the Creditor pursuant to Sections 8.02 and 8.03 hereof. Section 7.20. ERISA. (a) 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. (b) Subject to the first paragraph of Section 7, all references to a Credit Party in this Section 7.20 or in any other Section of this Agreement relating to ERISA (other than references relating to the knowledge or awareness of the Company, Nextel International and Nextel S.A.) 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 7.21. Regulation. As a result of the Creditor's participation in the transaction contemplated by this Agreement and the other Credit Documents (but without consideration of any of the Creditor's other activities, including, without limitation, the Creditor's execution and delivery of, and performance of its obligations under, the Credit Documents and enforcement of its rights and remedies thereunder: -45- 52 (a) The Creditor will not be subject to regulation under any Governmental Authority in Brazil. (b) The Creditor will not be subject to regulation as a "bank" by any Governmental Authority in the United States of America. Section 7.22. 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 2.08 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 7.23. Investment Company. Neither the Company nor Nextel International is an "Investment Company" within the meaning of the Investment Company Act of 1935. Section 7.24. Capital Contributions. Nextel International has made capital contributions in an amount equal to $576,852,536 during the period commencing January 1, 1997 through and including March 20, 2000, as indicated on Exhibit E hereto. Section 7.25. Bank Accounts. Schedule 7.25 hereto is a complete and accurate list of all bank accounts maintained by the Company and each of the Foreign Affiliates with any bank or financial institution. Section 7.26. Inactive Foreign Affiliates. None of the Majority-Owned Foreign Affiliates own assets having a value in excess of $25,000, other than Nextel S.A. and Nextel Ltda. For purposes of this Section 7.26, value shall be determined by using the lesser of (x) book value and (y) fair market value. Section 7.27. Construction of the System. The Company has constructed the System in Rio de Janeiro and Sao Paulo as required and permitted pursuant to the Licenses. SECTION 8. AFFIRMATIVE COVENANTS Until termination of the Remaining Commitment 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 Creditor shall otherwise consent in writing, it shall comply in all respects with each of the following covenants and agreements attributed to it. In addition, each of Nextel International and the Company agrees to cause each Foreign Affiliate to comply in all respects with each covenant and agreement set forth below and attributed to such Foreign Affiliate. Section 8.01. Performance of Obligations. (a) Each of the Company, Nextel International and the Foreign Affiliates shall punctually pay all amounts due by it under each of the Credit Documents at the times, on the dates and in -46- 53 the places specified therein, and shall timely perform all of its other obligations, undertakings and covenants under each of the Credit Documents. (b) Each of Nextel International, the Company and the Foreign Affiliates shall punctually pay all its respective Indebtedness and shall perform all its respective contractual obligations (except those being diligently contested in good faith by appropriate proceedings) promptly 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 Nextel International, the Company and the Foreign Affiliates 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 $100,000 and the nonpayment of which could not reasonably be expected to have a Material Adverse Effect under the circumstances. Each of Nextel International, the Company and the Foreign Affiliates 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 withholdings from amounts paid hereunder, the Company or Nextel International shall promptly forward to the Creditor official receipts or other evidence acceptable to the Creditor establishing payment of such amounts. Section 8.02. Annual Financial Statements. (a) As soon as available, but not later than 120 days after the end of its fiscal year the Company shall deliver to the Creditor a copy of the consolidated annual financial statements of the Company 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, audited and certified by Deloitte & Touche LLP or other internationally recognized independent certified public accountants of recognized standing selected by the Company, without material exception or qualification and prepared in accordance with GAAP. In addition, the principal financial officer of the Company shall deliver a certificate stating that at the date of such certificate (i) in respect of Nextel International, the Company and the Foreign Affiliates, 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 litigation, initiated or filed by or against Nextel International, the Company or the Foreign Affiliates, 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 litigation or Lien, a description thereof and the actions 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 the calculations required to establish that the financial covenants set forth in Section 8.17 hereof have been complied with. In addition, the chief financial officer of Nextel International shall deliver an updated Invested -47- 54 Capital Schedule in the form of Exhibit E hereto reflecting updated figures for acquisition costs, capital expenditures and working capital advances made by Nextel International or any equity investor on behalf of the Company or any Majority-Owned Foreign Affiliates and working capital advances made by Nextel International to the Company or Nextel S.A. to the extent permitted hereunder. (b) As soon as available, but not later than 120 days after the end of Nextel International's fiscal year, the Company shall deliver to the Creditor a copy of the consolidated annual financial statements of Nextel International, the Company and its Subsidiaries including, at least, Nextel International's, the Company's and its Subsidiaries' consolidated balance sheet, consolidated statement of income, statement of changes in stockholders' equity and statement of cash flows and retained earnings for the fiscal year then ended of Nextel International 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, audited and certified by Deloitte & Touche LLP or other internationally recognized independent certified public accountants of recognized standing selected by Nextel International, without material exception or qualification and prepared in accordance with GAAP. The foregoing financial statements shall be accompanied by a certificate of the Company's or Nextel International's principal financial officer setting forth in reasonable detail each of the calculations required to establish compliance with the financial covenants set forth in Section 8.17 hereto, which certificate shall include a representation that each such calculation (including, without limitation, any such calculations made pursuant to any Schedule to this Agreement) (i) has been made in accordance with GAAP, (ii) is consistent with all relevant definitions set forth in this Agreement, and (iii) is consistent with the Company's preparation of the Approved Business Plan. Section 8.03. Quarterly Financial Statements. (a) 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), the Company shall deliver to the Creditor a copy of 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 as having been prepared in accordance with GAAP by the principal financial officer of the Company. In addition, the chief financial officer of the Company shall deliver a certificate stating that at the date of such certificate (i) in respect of Nextel International, the Company and any Foreign Affiliate, 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 litigation initiated or filed by or against Nextel International, the Company or any Foreign Affiliate, 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 litigation or Lien, a description thereof and the actions 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 the calculations required to establish that the financial covenants set forth in Section 8.17 hereof have been satisfied. In addition, the chief financial officer of Nextel International shall deliver an updated Invested Capital Schedule in the form of Exhibit E hereto reflecting updated figures for acquisition costs, capital expenditures and -48- 55 working capital advances made by Nextel International or any equity investor on behalf of the Company or any Majority-Owned Foreign Affiliates and working capital advances made by Nextel International to the Company, Nextel S.A. or Nextel Ltda. to the extent permitted hereunder. (b) 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), the Company shall deliver to the Creditor a copy of consolidated unaudited financial statements of Nextel International and the Subsidiaries for such quarterly period (including, without limitation, its consolidated balance sheet, consolidated statement of income, statement of changes in stockholders' equity and statement of cash flows and related earnings, for such quarter) which shall be certified as having been prepared in accordance with GAAP by the principal financial officer of Nextel International. The foregoing financial statements shall be accompanied by a certificate of the Company's or Nextel International's principal financial officer setting forth in reasonable detail each of the calculations required to establish compliance with the financial covenants set forth in Section 8.17 hereto, which certificate shall include a representation that each such calculation (including, without limitation, any such calculations made pursuant to any Schedule to this Agreement) (i) has been made in accordance with GAAP, (ii) is consistent with all relevant definitions set forth in this Agreement, and (iii) is consistent with the Company's preparation of the Approved Business Plan. Section 8.04. Other Information. (a) Promptly upon their becoming available, the Company and Nextel International shall deliver to the Creditor, copies of all material notices or material documents given or received by any Credit Party pursuant to any of the System Documents. (b) From time to time, the Company and Nextel International shall deliver to the Creditor, such other information regarding the business of the Company, Nextel International, the Foreign Affiliates, the System or the Telecommunications Business as the Creditor may reasonably request. (c) As soon as available, but, in any event, within sixty (60) days after the end of each fiscal quarter of the Company, a copy of a management report, which shall contain to the extent pertinent for such period (i) statistical information regarding Subscriber load and number of Subscribers lost (including, without limitation, average Subscriber load for each applicable quarter and Subscriber load as of the end of such quarter), (ii) revenue per Subscriber and usage (including, without limitation, dispatch, interconnect and other minutes billed, and basic charges), (iii) management and marketing fees billed, (iv) the network installation progress including, without limitation, cities in Brazil served by the iDEN network, and a list specifying each License, the channels which such License controls (and in which cities), any modification to any License, and the expiration date of such License and the renewal dates as provided by applicable telecommunications law), and (v) the iDEN network operation benchmarks (as prepared by the management of the Company), such management report to be certified by an Authorized Officer of the Company. -49- 56 (d) The Company shall, no less than ten (10) days in advance of the beginning of each fiscal year of the Company, adopt and deliver to the Creditor and the Depositary an Approved Business Plan setting forth in detail an annual budget for the ensuing year. If for any reason the Company shall not have adopted an Approved Business Plan for the ensuing year before the beginning of the fiscal year or fails to deliver such new Approved Business Plan at least ten (10) days in advance of the beginning of such fiscal year, the Approved Business Plan for the preceding year shall, until ten (10) days after delivery of such Approved Business Plan for the ensuing year to the Creditor and the Depositary, be deemed to be in full force and effect as the Approved Business Plan. Thereafter (but not more frequently than quarterly in any calendar year), if there is a breach by the Company of any of the financial covenants set forth in Section 8.17 of this Agreement or at the request of the Creditor when an Event of Default has occurred and is continuing, the Company shall promptly adopt and deliver to the Creditor an amended Approved Business Plan. Each such Approved Business Plan shall identify the quarterly expenditures and investments for the following major matters: ongoing development, operations, maintenance, financing, acquisition and expansion of System and the Telecommunications Business. Each Approved Business Plan shall be accompanied by a statement of the chief financial officer of the Company to the effect that the items set forth therein are reasonable estimates for the period covered thereby. (e) Promptly upon the execution and delivery thereof, copies of all interconnect agreements with local exchange carriers and long distance carriers of each city in Brazil in which any Credit Party currently provides, or in the future will provide, services. (f) The Company shall provide, or shall cause to be provided to, the Creditor a monthly report summarizing the balance in the Foreign Resident Account and each of the accounts referred to in the Company Security Deposit Agreement and the Nextel Ltda. Security Deposit Agreement, including a description of all deposits and disbursements therefrom. The Company shall provide, or shall cause to be provided to, the Creditor a quarterly report summarizing the balance of each of the Foreign Affiliates' respective bank accounts including a description of all deposits and disbursements therefrom. (g) From time to time, the Company and Nextel International shall deliver to OPIC, such information regarding the Conditional Sale Agreements and the transactions contemplated thereby and such other information regarding the business of the Company, the Foreign Affiliates, the System or the Telecommunications Business as OPIC may reasonably request. Section 8.05. Access to Books; Inspections. (a) Each of the Company and Nextel International (with respect to its Brazilian operations) shall permit the Creditor and OPIC and their respective representatives, at all reasonable times, but prior to an Event of Default at the Creditor's or OPIC's (as appropriate) own expense and with prior written notice to the Company and the relevant other Credit Parties, and after an Event of Default at the expense of the Company and Nextel International and each Foreign Affiliate, to inspect the facilities, activities, books of account and records of 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 the Creditor -50- 57 or OPIC. The Company shall promptly supply to the Creditor or OPIC (as appropriate) copies of any reports on its or Nextel International's (with respect to its Brazilian operations) or any Foreign Affiliate's business and activities which are publicly distributed, and will give notice of and make available to the Creditor or OPIC (as appropriate) copies of any other reports on its or Nextel International's (with respect to its Brazilian operations) or any Foreign Affiliate activities and reports made to the government, or any governmental agency or council as the Creditor or OPIC may from time to time reasonably request. Each of the Company and Nextel International shall also make available such further information concerning its, Nextel International's or any other Foreign Affiliate's business and affairs in Brazil as the Creditor or OPIC may from time to time reasonably request. (b) Each Credit Party shall maintain an adequate accounting system, including 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 8.06. Governmental Approvals. Each of Nextel International, the Company and the Foreign Affiliates shall promptly from time to time obtain or cause to be obtained all Governmental Approvals as shall now or hereafter be necessary (i) to import the equipment pursuant to the Conditional Sale Agreements including, without limitation, the registration of the Conditional Sale Agreements with the Brazilian Central Bank and any other registration required by the Brazilian Central Bank, (ii) for the construction, ownership, completion, operation and maintenance of the System and the Telecommunications Business and as contemplated by the System Documents (except where failure to obtain could not reasonably be expected to have a Material Adverse Effect), and (iii) 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 Creditor of its rights and remedies thereunder. Such Person shall promptly furnish to the Creditor copies of all such Governmental Approvals. Section 8.07. Insurance. (a) Business Insurance. The Company 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 Original 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 reasonably acceptable to the Creditor) such insurance on such of its properties, in such amounts and against such risks and with such deductibles and other terms as is set forth on Schedule 8.07(a) hereto, (ii) file with the Creditor 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 8.07, and (iii) obtain such additional insurance, to the extent available on commercially reasonable terms, as the Creditor may reasonably request to cover risks not foreseen prior to the Original 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 Creditor with evidence of such insurance relating to the System and the Telecommunications Business. -51- 58 (b) Political Risk Insurance. The Company shall maintain or cause to be maintained with OPIC and AIG (or any other responsible insurance carrier reasonably acceptable to the Creditor) Political Risk Insurance in the amounts set forth on Schedule 8.07(b) hereto. The Company shall pay all costs and premiums in connection with the Political Risk Insurance. Section 8.08. Continuance of Business. Each of Nextel International, the Company and the Foreign Affiliates 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 9.05 hereof, the present character of its respective business. Each of the Company and the Foreign Affiliates shall conduct its respective business substantially within the scope provided in the Licenses (or as otherwise contemplated in the Approved Business Plan) and in material compliance with applicable laws and regulations binding on it or its operations or assets except those laws and regulations that are being contested in good faith by appropriate proceedings and as to which such noncompliance could not reasonably be expected to have a Material Adverse Effect. Section 8.09. [Reserved] Section 8.10. Maintenance and Repairs. Each of the Company and the Foreign Affiliates 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 8.11. Compliance with Law. (a) Each of Nextel International, the Company and the Foreign Affiliates shall comply with the requirements of all applicable Governmental Rules 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 System and the Telecommunications Business shall be conducted in full compliance under the United States Foreign Corrupt Practices Act and any other applicable law dealing with improper or illegal payments, gifts or gratuities. Promptly upon request, but no later than 15 days after such request, each of the Company and Nextel International shall provide the Creditor with certification to the effect that neither it nor any of its Subsidiaries has made any payments, directly or indirectly, in violation of the foregoing agreement. Notwithstanding the foregoing, the covenants contained in this Section 8.11 shall not be deemed to have been violated to the extent any failure to comply with any Governmental Rules or any other requirement of this Section 8.11 is attributable to a breach of the representation, warranty or covenant contained in the second sentence of Section 2.01(a) hereto. Each Credit Party warrants and represents that since the merger with Wireless it has not taken any action, or failed to take any action, with respect to the System or the Telecommunications Business if that act or failure to act would have violated this Section 8.11. Nextel International and the Company warrant and represent that prior to the merger with Wireless, Nextel International and the Company conducted reasonable -52- 59 due diligence of Wireless and its Subsidiaries and in connection therewith nothing came to their attention or led them to believe that the activities of Wireless or any officers, directors or agents thereof could be construed as violations of the United States Foreign Corrupt Practices Act of Wireless and its Subsidiaries if they had been wholly owned Subsidiaries of Nextel International at the time of such activities. To the extent the warranties and representations contained in this Section 8.11(a) relate to any Governmental Rule, including, but not limited to, the United States Foreign Corrupt Practices Act, 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 warranties and representations are made assuming the truth of the representation, warranty and covenant contained in the second sentence of Section 2.01(a). (b) Notwithstanding anything in the foregoing paragraph (a) or in this Agreement to the contrary, the Company and Nextel International shall keep the System and the assets of the Telecommunications Business 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) nonpayment of which could not reasonably be expected to result in liability in excess of $100,000 and could 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 the System and the assets of the Telecommunications Business or on any real property owned or leased by the Company or any Foreign Affiliate or any real property which is subject to any mortgage securing directly or indirectly all or any part of the Advances, and the cost of delineation, removal, treatment and disposal of any such Materials of Environmental Concern. If the Company or Nextel International fails to do any of the foregoing, then (i) after the occurrence of an Event of Default related thereto which is continuing under this Agreement or (ii) in the event the Creditor sustains any liability, loss, cost, damage or expense (including reasonable attorneys' fees and expenses) arising out of the presence of Materials of Environmental Concern in, on or about, or resulting from, the System, the assets of the Telecommunications Business or the Collateral, the Creditor may cause the System, the assets of the 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 reasonable attorneys, consultants' and laboratories' fees and expenses) shall be added to the Obligations of the Company pursuant to this Agreement and secured by the Security Documents. Nextel International, the Company and each Foreign Affiliate will give to the Creditor and its agents and employees reasonable access to the System, the assets of the Telecommunications Business 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 Company, to ensure compliance with this Section 8.11. (c) None of the Company and the Foreign Affiliates shall use the System, the 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 Company and the Foreign Affiliates will notify the Creditor promptly upon its receipt of any notice or advice from any Governmental Authority or in writing from any -53- 60 other source with respect to Materials of Environmental Concern on, from or affecting the System or the Telecommunications Business. Each such Person will also make available for inspection by the Creditor 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 Company and any Foreign Affiliate or, to the knowledge of and to the extent obtained by, the Company or Nextel International, any Governmental Authority or other Person in respect of Materials of Environmental Concern on or affecting the System or the Telecommunications Business. (e) Neither the Company, Nextel S.A. nor Nextel Ltda. shall take any action to prevent its employees from lawfully exercising their right of free association and their right to organize and bargain collectively. The Company, Nextel S.A. and Nextel Ltda. further agree to observe applicable laws relating to a minimum age for employment of children, acceptable conditions of work with respect to minimum wages, hours of work and occupational health and safety, and not to use forced labor. Additionally, the Company, Nextel S.A. and Nextel Ltda. agree to take action to assure that employees shall be permitted to remove themselves from dangerous work situations without jeopardy to their continued employment, and that no children under the age of fifteen (15) years of age will be employed for the System or the Telecommunications Business. The Company, Nextel S.A. and Nextel Ltda. are not responsible under this Section 8.11 for the actions of a Governmental Authority. Section 8.12. Notices. Each of the Company and Nextel International (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 Creditor of the occurrence of any of the following: (a) a Default or an Event of Default; (b) a default by Nextel International, the Company or any Foreign Affiliate under any System Document, together with a statement of action proposed to be taken by such Credit Party to cure such default; (c) any (i) written claim, litigation, investigation or proceeding which arises at any time involving the Licenses in the Major Market Areas; (ii) written claim, litigation, investigation or proceeding which arises at any time involving any Credit Party which could reasonably be expected to have a Material Adverse Effect; (iii) the issuance by any court or governmental agency or 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; or (iv) any written challenge to the Licenses by any third party in the Major Market Areas; -54- 61 (d) any development in the business or affairs of any of Nextel International, the Company or any Foreign Affiliate which has resulted in or could reasonably be expected to result in a Material Adverse Effect; (e) thirty (30) days prior written notice thereof, after delivery from a Motorola Entity, the movement of any of the iDEN equipment outside of Brazil; (f) thirty (30) days prior written notice thereof, the movement of the Company's, or any Foreign Affiliate's principal place of business to any location other than as set forth in the Company Security Agreement and any Foreign Affiliate Security Agreement; (g) thirty (30) days written notice thereof, any notice received by any of Nextel International, the Company or any Foreign Affiliate from any other Governmental Authority regarding events if determined adversely which could reasonably be expected to have a Material Adverse Effect, including, without limitation, the rejection, termination or revocation or any License or Governmental Approval; (h) 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 (as defined under Article 1058, first paragraph of Brazilian Code) which could reasonably be expected to have a Material Adverse Effect; and (i) promptly, upon their becoming available (and the Company and Nextel International 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 8.13. Further Assurances. (a) Each of Nextel International, the Company and the Foreign Affiliates 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, and, in each such case, in such manner and form as -55- 62 the Creditor 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 Creditor may reasonably request, in order to create, perfect, preserve, validate or satisfy the Liens granted to the Creditor pursuant to the Security Documents and shall pay (except to the extent resulting solely from an act or omission of the Creditor) 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; provided, that the foregoing obligations in this clause (a) shall not apply with respect to Liens on Immaterial Assets. (b) To the extent and at such times as real estate is acquired by any of Nextel International, the Company or any Foreign Affiliate, such Person shall promptly cause such real estate to be subjected to a Lien in favor of the Creditor and such Person will execute, deliver and register the necessary mortgages. (c) To the extent and at such times as additional easements and rights-of-way are obtained by any of Nextel International, the Company or any Foreign Affiliate, such Person shall promptly use good faith and commercially reasonable efforts to cause such easements and rights-of-way to be subjected to the Lien of the Security Documents, and such Person will cause the necessary amendments to be made in respect thereto. (d) Each of Nextel International, the Company and the Foreign Affiliates shall at all times and at such Person's cost, warrant and defend its title in and to the Collateral attributed to it. (e) To the extent and at such times as Leases are entered into from and after the Original Closing Date by any of Nextel International, the Company or any Foreign Affiliate, such Person shall, to the extent that such Lease may be assigned (provided that Nextel International, the Company or such Foreign Affiliate shall have used good faith and commercially reasonable efforts to allow such Lease to be assigned) execute and deliver a Lease Assignment Agreement in the form of Exhibit M-2 to the Original EFA (incorporated herein by reference) in respect of such Lease in favor of the Creditor and register such Lease and the Lease Assignment Agreement. No Lease shall contain a provision that would result in a termination of such Lease or a modification of any material right or obligation thereunder upon a change in control of the lessee (including without limitation a change of control effectuated through any of the Security Documents). Each Credit Party agrees to give the Creditor notice of any non-compliance or default under any Lease within 10 Business Days of any such non-compliance or default and each Credit Party acknowledges its obligations to comply with all Leases as set forth in Section 8.01(b). Notwithstanding the foregoing, with respect to all Leases constituting Additional System Documents (each Credit Party acknowledges and agrees that any MSO Lease shall constitute an Additional System Document), either (x) (i) the language set forth on Exhibit G to the Original EFA (incorporated herein by reference) must be included in all such Leases, and (ii) a Lease Assignment Agreement in the form of Exhibit M-2 to the Original EFA (incorporated herein by reference) in respect of such Lease must be executed by the parties to such Lease in favor of the Creditor and such Lease Assignment Agreement must be properly registered (it being understood -56- 63 that, notwithstanding Section 9.14, no Consent to Assignments shall be required with respect to such Leases), or (y) (i) the Lease shall include a purchase option entitling the lessee to purchase all of the property subject to the Lease within one (1) year from the date such Lease was first entered into, (ii) the lessee shall exercise such purchase option as soon as such option is exercisable, (iii) the property subject to such Lease shall be purchased by the lessee no later than one (1) year from the date such Lease was first entered into, and mortgaged to the Creditor as required under Section 8.13(b), and (iv) at the time such Lease is entered into, the applicable Credit Party shall use good faith and commercially reasonable efforts to satisfy clause (x) above. (f) To the extent and at such times Intellectual Property is acquired by the Company or any Foreign Affiliate, such Person shall execute and deliver to the Creditor a trademark assignment agreement in the form of Exhibit R to the Original EFA (incorporated herein by reference) and register such agreement. (g) To the extent any Foreign Affiliate owns assets in excess of $10,000 or conducts any business operation, such Foreign Affiliate shall execute and deliver a Foreign Affiliate Security Agreement and take all actions required to create and perfect a first priority lien on the assets of such Foreign Affiliate, to the extent such Foreign Affiliate had not previously delivered a Foreign Affiliate Security Agreement. (h) To the extent permitted by applicable law and at such times the Company or any Foreign Affiliate acquires or leases any phone lines after October 31, 1997 which interconnect with the land lines operated by Telebras, any other Governmental Authority or other phone company which phone lines are essential to the phone/interconnect operation of the System, the Company or such Foreign Affiliate shall cause such phone lines to be subjected to the Lien of the Security Documents and assign its interest in such interconnect agreement and such Person will cause the necessary amendments to be made in respect thereto. Section 8.15 hereof shall apply to all other phone lines owned or leased by the Company and the Foreign Affiliates. (i) From time to time and at all time hereafter upon the reasonable request of the Creditor and (except to the extent are caused solely by a change in circumstance related to the Creditor) at the cost of the Company, the Company and Nextel International shall execute and cause to be done and executed all such acts, deeds and assurances to perfect, preserve or protect the rights of the Creditor with respect to the Collateral as the Creditor may reasonably request. (j) Each Person that is or becomes a Majority-Owned Foreign Affiliate shall have executed and delivered, or promptly after becoming a Majority-Owned Foreign Affiliate shall execute and deliver, a power of attorney to the Creditor, in form and substance reasonably satisfactory to Creditor, covering all Leases, System Documents, interconnect agreements and any other agreement that such Credit Party is or may in the future become a party to that relates to the System or Telecommunications Business (the "Covered Documents"). Such power of attorney shall grant the Creditor irrevocable authority upon the occurrence and continuation of an Event of Default to act on behalf of the applicable Credit Party with respect to any matter arising under any Covered Documents, including without limitation effectuating an assignment of any of the Covered Documents. -57- 64 Section 8.14. Construction of the System. The Company shall construct the System in Belo Horizonte as required and permitted pursuant to the Licenses but only to the extent it is strategically and economically advantageous to do so. Section 8.15. Restricted Assets; Option Companies. (a) If during the term of this Agreement it becomes permissible and commercially practicable in the Creditor's reasonable determination under applicable Governmental Rule to grant a lien on any Restricted Asset, the Company and Nextel International will, and will cause each Foreign Affiliate (at their expense), to take all actions required to create and perfect a first priority lien on such Restricted Assets in favor of the Creditor and deliver opinions relating to the security interests in such assets in form and substance satisfactory to the Creditor. (b) The Company shall, and shall cause Nextel Ltda. to, comply with the conditions relating to approvals of the Ministry of Communications set forth in each Option Agreement so to ensure that the Company and Nextel Ltda. acquire the quotas of the Option Companies at the earliest date possible. The Company shall, and shall cause Nextel Ltda. to, upon the Ministry of Communications' approval of the exercise of the Options, pledge all quotas relating thereto to the Creditor and execute and deliver a Company Quota Pledge Agreement or Foreign Affiliate Quota Pledge Agreement, as appropriate. In connection with the foregoing, the Creditor shall have received opinions of counsel in form and substance satisfactory to it. In addition, simultaneously with the exercise of the Options, Nextel International, the Company and Nextel Ltda. will, and will cause each Option Company (at their expense), to (i) take all actions required to create and perfect a first priority lien on the assets of such Option Company, (ii) execute and deliver a guaranty in the form of Exhibit J to the Original EFA (incorporated herein by reference), and (iii) to deliver opinions in respect of the Foreign Affiliate Security Agreement and the Foreign Affiliate Guaranty in form and substance satisfactory to the Creditor. Section 8.16. Maintenance of Licenses. Except to the extent loss of a License could not reasonably be expected to have a Material Adverse Effect, each of Nextel International, the Company and the Foreign Affiliates shall: (i) comply with all 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; (ii) enforce and maintain all of its respective rights under such Licenses; and (iii) not permit or consent to the modification or waiver of any provision of the Licenses. Section 8.17. Financial Covenants. The Company and its Subsidiaries shall have or maintain, on a consolidated basis, at all times: (a) a Fixed Charge Coverage Ratio (measured at the end of each fiscal quarter) of not less than 1.00 : 1.00 at the end of each fiscal quarter of the Company; (b) EBITDA, at the end of each fiscal quarter period then ended (measured at the end of each fiscal quarter), of not less than the respective amounts set forth opposite each such date:

Date EBITDA ---- ------

-58- 65

Date EBITDA ---- ------ March 31, 2000 $(21,500,000) June 30, 2000 $(16,400,000) September 30, 2000 $(19,300,000) December 31, 2000 $(22,300,000) March 31, 2001 $(11,800,000) June 30, 2001 $ (9,900,000) September 30, 2001 $ (6,300,000) December 31, 2001 $ 100,000 March 31, 2002 $ 3,800,000 June 30, 2002 $ 7,900,000 September 30, 2002 $ 10,600,000 December 31, 2002 $ 12,000,000 March 31, 2003 $ 14,600,000 June 30, 2003 $ 22,700,000 September 30, 2003 $ 24,000,000 December 31, 2003 $ 27,500,000

(c) a ratio of Indebtedness to EBITDA as at the end of each quarterly period then ended of not greater than the ratios set forth opposite each such date:

Indebtedness to Date EBITDA ---- --------------- March 31, 2002 41.1 : 1.00 June 30, 2002 17.3 : 1.00 September 30, 2002 12.8 : 1.00 December 31, 2002 9.8 : 1.00 March 31, 2003 8.1 : 1.00 June 30, 2003 4.3 : 1.00 September 30, 2003 4.1 : 1.00 December 31, 2003 2.9 : 1.00

(d) minimum Recurring Revenues, as at the end of each quarterly period then ended, of not less than the respective amounts set forth opposite each such date:

Date Recurring Revenues ---- ------------------ March 31, 2000 $ 8,700,000 June 30, 2000 $ 9,700,000 September 30, 2000 $13,000,000 December 31, 2000 $16,900,000 March 31, 2001 $22,300,000 June 30, 2001 $27,700,000 September 30, 2001 $30,900,000 December 31, 2001 $35,000,000

66

Date Recurring Revenues ---- ------------------ March 31, 2002 $39,700,000 June 30, 2002 $43,500,000 September 30, 2002 $48,500,000 December 31, 2002 $53,500,000 March 31, 2003 $59,200,000 June 30, 2003 $63,800,000 September 30, 2003 $67,600,000 December 31, 2003 $71,800,000

(e) a minimum number of Subscribers, as at the end of each quarterly period then ended, of not less than the number of Subscribers set forth opposite each such date:

Date Subscribers ---- ----------- March 31, 2000 115,000 June 30, 2000 129,000 September 30, 2000 154,000 December 31, 2000 190,000 March 31, 2001 226,000 June 30, 2001 253,000 September 30, 2001 280,000 December 31, 2001 311,000 March 31, 2002 345,000 June 30, 2002 370,000 September 30, 2002 398,000 December 31, 2002 431,000 March 31, 2003 468,000 June 30, 2003 489,000 September 30, 2003 513,000 December 31, 2003 538,000

(f) a minimum amount of Adjusted Paid-In Capital at all times for each calendar quarter in an amount equal to the actual cash requirements for such calendar quarter as provided in the Adjusted Paid-In Capital Schedule (in the form of Schedule 1.01(c) attached hereto) provided by the Company as part of the compliance package delivered with the financial statements required under Sections 8.2 and 8.3. As set forth in the Adjusted Paid-In Capital Schedule (Schedule 1.01(c)), a deficiency in Adjusted Paid-In Capital for any calendar quarter must be contributed into the Company within fifteen (15) days from the end of the applicable reporting period. (g) Notwithstanding anything herein to the contrary (including, without limitation, the provisions of Section 11.1 hereof), (i) a breach of Section 8.17(d) hereof shall not constitute an Event of Default hereunder unless the Company is in breach of such Section 8.17(d) as of two (2) consecutive quarter end dates and (ii) a breach of Section 8.17(b) or Section 8.17(c) hereof as of any quarter end date shall -60- 67 not constitute an Event of Default hereunder unless the aggregate Subscribers as of the end of such quarter were less than the "Target Subscribers" set forth opposite the quarter end dates set forth in Schedule 1.01(d). Section 8.18. [Reserved] Section 8.19. Failure to Perform of Stockholder Guarantor. If any Stockholder Guarantor (other than Nextel International) shall fail to perform its obligations under its Stockholder Guaranty, Nextel International or another Stockholder Guarantor shall assume the liability of such Stockholder Guarantor under its Stockholder Guaranty no later than five (5) Business Days after the Creditor notifies Nextel International of such failure by the Stockholder Guarantor. Notwithstanding the foregoing or any other term in this Agreement or any other Credit Document, MIDC shall not be required to assume the liability of any other Stockholder Guarantor. Section 8.20. Adult Content. None of the Company, Nextel S.A. and the Foreign Affiliates shall enter into any arrangement, contractual or otherwise permitting the use of the assets of the System for the provision of services marketed as telecommunications offering sexually explicit adult content. Section 8.21. Translation and Registration. On or prior to the Initial Funding Date, the Company shall, at its exclusive expense, translate this Agreement into Portuguese and carry out the registration of this Agreement at the proper register of deeds and documents. Section 8.22. Foreign Resident Account. The Company shall have established, and shall continue to maintain, a non-resident account according to the Brazilian Central Bank Circular 2677, April 10, 1996 (the "Foreign Resident Account") for the benefit of the Creditor and shall have granted the Creditor continuing control of such account in a manner reasonably acceptable to the Creditor. Section 8.23. Update of Security Documents. Concurrently with the delivery by the Company of the quarterly financial statements pursuant to Section 8.03 (or, in the case of the fourth fiscal quarter, the delivery by the Company of the annual financial statements under Section 8.02), the following actions shall be taken: (i) an Authorized Officer of each of the Company and the Majority-Owned Foreign Affiliates shall deliver a list of all of the assets of such Credit Party along with a certificate of an Authorized Officer of such Credit Party certifying as to the completeness and accuracy thereof; (ii) an Authorized Officer of Nextel International shall provide a list of the shareholdings or quotaholdings of record of the Company and the Foreign Affiliates; (iii) each of the Company, the Stockholder Guarantors (in connection with the Stockholder Guarantor Pledge Agreements) and the Majority-Owned Foreign Affiliates shall have amended its respective Security Documents as necessary to cover all personal property and fixtures acquired since the Original -61- 68 Closing Date (to the extent the same is not already covered by the Security Documents) and shall have made all necessary registrations, filings and recordings in order to create a first priority Lien in favor of the Creditor in such after acquired property all in accordance with the provisions of the Security Documents (except as otherwise expressly provided herein) and each such Credit Party shall deliver to the Creditor copies of all such amendments made to its Security Documents in respect of after acquired property. Notwithstanding the foregoing, if an Advance has been made during the fiscal quarter at issue and in connection with such Advance the conditions set forth in Section 10.02(e) have been satisfied in full, this Section 8.23 shall be deemed to be satisfied with respect to such fiscal quarter. Additionally, notwithstanding Clause 4 of any of the Foreign Affiliate Security Agreements, such Foreign Affiliate Security Documents need only be amended to reflect the acquisition of newly acquired assets as provided in Sections 8.13, 8.23 and 10.02(e). SECTION 9. NEGATIVE COVENANTS Until the termination of the Remaining Commitment 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 signatory Credit Party covenants and agrees that, unless the Creditor shall otherwise consent to it in writing, it shall comply in all respects with each of the following covenants and agreements attributed to it. In addition, each of Nextel International and the Company agrees to cause each Foreign Affiliate to comply in all respects with each covenant and agreement set forth below and attributed to such Foreign Affiliate. Section 9.01. Indebtedness. None of the Company or any Foreign Affiliate shall, 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. Section 9.02. Guaranties. None of the Company or any Foreign Affiliate shall assume, endorse, be or become liable for, or guarantee, the obligations of any Person (other than the Foreign Affiliate Guaranties), 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 Company and the Majority-Owned Foreign 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 9.03. Transfer. None of the Company or any Foreign Affiliate shall, without the prior written consent of the Creditor, 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 1% of -62- 69 the total assets of the Company and its Subsidiaries as listed on the most recent balance sheet delivered in accordance with subsections 8.02(a) or 8.03(a) hereof, as the case may be, or the aggregate value of assets disposed of in any year does not exceed 5% of the total assets of the Company and its Subsidiaries as listed on the most recent balance sheet delivered in accordance with subsections 8.02(a) and 8.03(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. Section 9.04. Liens. None of the Company, Nextel International or any Foreign Affiliate shall create or suffer to exist any Lien upon or with respect to any of such Credit Party's assets constituting the Collateral or the Restricted Assets, whether now owned or hereafter acquired other than Permitted Liens. Section 9.05. Mergers; Acquisitions. (a) None of the Company or any Foreign Affiliate shall merge or consolidate with any Person (whether or not such Credit Party is the surviving entity), or, except as permitted by Section 9.12 hereof, acquire all or substantially all of the assets of any of the capital stock or the partnership interests of any Person, except that such Credit Parties may consummate the Proposed Consolidation provided that simultaneously therewith: (i) the consummation thereof could not reasonably be expected to have a Material Adverse Effect upon the Credit Parties affected thereby considered as a whole; (ii) (x) after consummation thereof the surviving Credit Party or Parties and the Consolidated Entity shall be in compliance with all Governmental Rules and (y) the consummation thereof shall have no adverse effect upon (1) the Collateral, the Foreign Affiliate Guaranties or the Stockholder Guaranties or the Creditor's rights therein, and (2) all Governmental Rules relating to the Proposed Consolidation shall be in full force and effect and administratively non-appealable and the Credit Parties shall have delivered to the Creditor a clean opinion to such effects of counsel selected by them and reasonably acceptable to the Creditor; and (iii) this Agreement and the other Credit Documents shall have been amended, in form and substance reasonably acceptable to the Creditor, to preserve the Creditor's rights hereunder and in the Collateral. (b) In addition, Nextel International shall not merge or consolidate with any Person unless (i) at the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing, (ii) either (x) Nextel International shall be the continuing and surviving entity or (y) the continuing or surviving entity shall have assumed all of the obligations of Nextel International hereunder and under the Nextel International Guaranty and the other Credit Documents pursuant to an instrument in form and substance satisfactory to the Creditor and delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents, as is consistent with those delivered pursuant to Section 10.01 hereto, on the Initial Funding Date or as the Creditor may request, and (iii) the Net Worth (determined on a -63- 70 consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the Net Worth of Nextel International prior to giving effect thereto. Section 9.06. Distributions; Redemptions. (a) None of the Company or any Foreign Affiliate shall 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 that Nextel S.A. may declare or pay a dividend in favor of its shareholders so long as the aggregate amount of such dividend is transferred directly to the U.S. Receipt Account and is subject to the provisions of the Company Security Deposit Agreement. (b) None of the Company or any Foreign Affiliate shall purchase, redeem, retire or otherwise acquire, directly or indirectly, or make any sinking fund payment with respect to, any shares of any class of stock of any Credit Party now or hereafter outstanding or set apart any sum for any such purpose, other than the repurchase or redemption by the Company of its Class B Common Stock pursuant to the Second paragraph of the Restated Articles of Incorporation of the Company as such provision exists of October 31, 1997 (the "Class B Redemption"); provided, that (i) in the event that the Company becomes so obligated to repurchase or redeem such Class B Common Stock, the Company shall promptly notify the Creditor of its receipt of a request of redemption from any holder of Class B Common Stock of the Company, (ii) prior to such Class B Redemption, Nextel International shall contribute additional equity in an amount equal to the redemption price of such shares being redeemed pursuant to the Class B Redemption and additional amounts necessary to maintain the financial covenants of the Company set forth in Section 8.17 hereof and the Company shall cause such amounts to be deposited in the U.S. Receipt Account, and (iii) no Default exists or shall occur as a result of the Class B Redemption. Nextel International's obligations in this subsection 9.06(b) shall survive until all of the Obligations hereunder and the other Credit Documents have been satisfied and this Agreement has terminated. Section 9.07. Stock Issuance. None of the Company or any Foreign Affiliate shall issue any additional shares or any right or Option to acquire any shares, or any security convertible into any shares, of the capital stock of any Credit Party unless such options and such shares upon issuance, become pledged to the Creditor and subject to the other agreements referred to herein to which the existing shares of such Credit Party are subject prior to such issuance, 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 11.01(w), (x) and (y) hereof. Section 9.08. Amendment of Documents and Organization. (a) None of the Company or any Foreign Affiliate shall (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 such System Document the cancellation or termination of which could reasonably be expected to -64- 71 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, (iv) fail to exercise promptly and diligently each and every material right which it may have under a System Document (other than any right of termination) the result of which could reasonably be expected to have a Material Adverse Effect, or (v) enter into any Additional System Documents unless (x) such Additional System Document is in connection with the ordinary and routine furnishing of goods or services to the System or the Telecommunications Business, or (y) such Additional System Document is provided for in the Approved Business Plan, or (z) the dollar value of work to be performed pursuant to such Additional System Document does not exceed $1,000,000 in any calendar year and the aggregate dollar value of work to be performed pursuant to all Additional System Documents shall not exceed $10,000,000 in any calendar year. The Company and the Foreign Affiliates shall promptly furnish to the Creditor true and correct copies of all material amendments, modifications, waivers, options, elections and with respect to the System Documents. (b) None of Nextel International, the Company or any Foreign Affiliate shall amend, supplement, or otherwise modify or waive compliance with any of the provisions of its 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. Section 9.09. Loans; Advances. None of the Company or any Foreign Affiliate shall make any guarantee, loan or advance to any Person except as follows: (a) Guarantees to the extent permitted by Section 9.02 hereof; (b) loans or advances to the extent permitted by Section 9.12 hereof; (c) Permitted Investments; (d) loans or advances among or between the Company and the Majority-Owned Foreign Affiliates; (e) additional guarantees, loans or advances, in an aggregate amount outstanding at any time not in excess of $1,000,000; and (f) loans or advances to the extent permitted by subsection 2.05(e) hereof. Section 9.10. Use of Funds. The Company and the Foreign Affiliates shall not make expenditures which are not contemplated by the then current Approved Business Plan; provided that the Company and the Foreign Affiliates may make expenditures and investments in the development, operation, maintenance, financing, acquisition and expansion of its System and Telecommunications Business as well as investments to increase the Company's equity in Nextel S.A. -65- 72 Section 9.11. Transactions with Affiliates. None of the Company, Nextel International or any Foreign Affiliate shall except for the transactions contemplated by the Conditional Sale Agreements and the Management Agreements and 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 a Majority-Owned Foreign Affiliate (any such Affiliate, an "Arms-Length Affiliate"), or enter into any transaction directly or indirectly with or for the benefit of any Arm's-Length Affiliate; provided, that the Company or any other Foreign Affiliate 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 Company or Foreign Affiliate as the monetary or business consideration which the Company or Foreign Affiliate would obtain in a comparable arm's length transaction with a Person not an Affiliate; provided, further, that the restrictions of this Section 9.11 shall not apply to any transaction entered into by Nextel International with any Affiliate which is not a Credit Party so long as such transaction could not reasonably be expected to have a Material Adverse Effect on Nextel International. Section 9.12. Changes in Business. (a) None of the Company or any Foreign Affiliate shall enter into or engage in any business other than the ownership and operation of the System; provided that, such Persons may (x) continue to engage in a Telecommunications Business in which it is engaged on the Original Closing Date and (y) enter into or engage in a Telecommunications Business (including by way of purchase of assets or stock by merger or consolidation) other than ownership and operation of the System if with respect to a new Telecommunications Business: (i) the entering into thereof could not reasonably be expected to have a Material Adverse Effect; (ii) all property associated with such business (including stock of any new companies owned wholly or in part by any such Credit Party) shall, to the maximum extent permitted by law, become part of the Collateral and the Company and the Foreign Affiliates shall take all required actions required by the Creditor in accordance with Section 8.13 hereof; and (iii) the Credit Documents shall be amended simultaneously with the entering into of such business to accomplish the matters referred to in the foregoing clause (ii) and to add any new "Credit Parties." (b) None of the Company and the Foreign Affiliates shall (i) make any material change in its business or the System in the Major Market Areas, or (ii) wind-up or liquidate or dissolve itself (or suffer any liquidation or dissolution) or discontinue its business, except (x) with respect to a Foreign Affiliate, the winding-up, liquidation or dissolution of which could not reasonably be expected to have a Material Adverse Effect and (y) pursuant to the Proposed Consolidation. Section 9.13. Prepayments. None of the Company or any Foreign Affiliate 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 evidenced by the Financing Note or the Bridge Line of Credit. -66- 73 Notwithstanding the foregoing, the Company or any Foreign Affiliate may make prepayments of Indebtedness incurred or permitted to exist hereunder in accordance with the provisions of the Company Security Deposit Agreement and the Nextel Ltda. Security Deposit Agreement. Section 9.14. Additional System Documents. No Credit Party (other than Option Companies) shall enter into any Additional System Document unless in connection therewith, the relevant Credit Party or Parties shall have delivered a Consent to Assignment substantially in the form of Exhibit B to the Original EFA (incorporated herein by reference). Section 9.15. 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 in respect of 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 9.16. Sale and Leaseback Transactions. None of the Company or any Foreign Affiliate shall, directly or indirectly, enter into any sale and leaseback transaction or any other arrangement with any Person providing for any such Credit Party to lease or rent property that any such Credit Party has sold or will sell or otherwise transfer to such Person. Section 9.17. New Subsidiaries. None of the Company or any ForeignAffiliate shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those Subsidiaries in existence on the Original Closing Date and listed on Schedule 7.01(a) hereof and those Subsidiaries permitted by Section 9.05 and subsection 9.12(a) hereof. Section 9.18. Restricted Assets and Option Companies. Subject to Section 8.15 hereof, none of the Company or any Foreign Affiliate shall grant any Lien upon any Restricted Assets or pledge the quotas in the Option Companies to anyone other than the Creditor. Section 9.19. Bank Accounts. The Company and Nextel Ltda. shall not create or have any bank accounts other than those permitted under the Company Security Deposit Agreement and the Nextel Ltda. Security Deposit Agreement. In addition, the other Foreign Affiliates shall not create or have any bank accounts other than those listed on Schedule 7.25 hereto unless either (i) such additional bank account shall be subject to a security deposit agreement in form satisfactory to the Creditor or (ii) all funds deposited in such additional bank account shall be transferred directly to the Nextel Ltda. Receipt Account or the U.S. Receipt Account on a daily basis. Section 9.20. Bankruptcy. Neither the Company nor any Foreign Affiliate shall file a petition for bankruptcy. Each of the Company and Nextel International shall cure any event which may trigger an Event of Default under subsections 11.01(l), (m) and (n) hereto. -67- 74 SECTION 10. CONDITIONS PRECEDENT Section 10.01. Conditions to Previous Advances. The obligations of the Creditor to make any Advance under the Original EFA (each, a "Previous Advance") were subject to the fulfillment of the following conditions precedent (the "Previous Advance Conditions"): (a) The Creditor's receipt of copies of each System Document (other than any Additional System Document) duly executed and delivered by each of the parties thereto, each certified by the Company to be true, complete, in full force and effect with no defaults existing thereunder, and executed copies of the Consents to Assignment in respect of each System Document other than the System Documents in respect of the Option Companies and the Leases. (b) All representations and warranties of the Credit Parties in Section 7 of the Original EFA being true and correct as of the date made and as of the date of each Previous Advance. (c) Company Documents. The Company: (i) having executed and delivered to the Creditor the Original EFA, the Company Security Deposit Agreement (under and as defined in the Original EFA), the Financing Note (under and as defined in the Original EFA), and the Conditional Sale Agreements. (ii) having executed and delivered to the Creditor the Company Security Agreement; (iii) having delivered acknowledgment copies of UCC-1 Financing Statements necessary to perfect a first priority security interest and evidence thereof; (iv) having delivered to the Creditor: (1) copies of, or certificates of the issuing companies with respect to, policies of insurance owned by the Company complying with the provisions of Section 8.07 of the Original EFA, together with endorsements thereto complying with the terms of the Company Security Agreement naming the Creditor (where applicable), in its capacity as such, as additional insured as its interests may have appeared; (2) evidence of the Company's liability insurance policies; and (3) evidence of such insurance being in full force and effect; (v) having executed and delivered to the Creditor the Company Quota Pledge Agreement, the Company Quota Voting Agreement, the Amendment to the Company Quota Pledge Agreement in the form of Exhibit N-4 to the Original EFA (incorporated herein by reference), the Company Share Pledge Agreements together with the certificates evidencing the capital -68- 75 stock pledged by it accompanied by stock powers endorsed in blank and irrevocable proxies relating thereto, the Company Share Voting Agreement, the Amendment to the Company Share Pledge Agreement in the form of Exhibit N-5 to the Original EFA (incorporated herein by reference), the Company Promise to Pledge Quotas, and duly complying with all of the terms and conditions thereof; (vi) having endorsed the Conditional Sale Notes in favor of the Creditor; and (vii) otherwise duly complying with all of the terms and conditions of the Security Documents to be executed by it. (d) Stockholder Guarantor Documents. Each Stockholder Guarantor: (i) having executed and delivered to the Creditor its respective Stockholder Guaranty (under and as defined in the Original EFA); (ii) having executed and delivered to the Creditor its Stockholder Guarantor Pledge Agreement, together with the certificates evidencing the capital stock pledged by it accompanied by stock powers endorsed in blank and irrevocable proxies relating thereto, and having duly complied with all of the terms and conditions thereof; and (iii) otherwise duly complying with all of the terms and conditions of the Security Documents to be executed by it. (e) Telcom Documents. Each of Telcom and the Telcom Entities: (i) having executed and delivered to the Creditor the Telcom Pledge Agreement together with the certificates evidencing the capital stock pledged by it accompanied by stock powers endorsed in blank and irrevocable proxies relating thereto, and having duly complied with all of the terms and conditions thereof; and (ii) otherwise duly complying with all of the terms and conditions of the Security Documents to be executed by it. (f) Nextel S.A. Documents. Nextel S.A: (i) having delivered the Nextel S.A. Promise to Pledge Quotas, the Foreign Affiliate Assignment of Rights and Obligations and the other documents referred to in subsection (h) of Section 10.01 of the Original EFA; -69- 76 (ii) having executed and delivered the Conditional Sale Agreements each being in substantially the form of Exhibit U to the Original EFA (incorporated herein by reference); (iii) having made all registrations applicable under Brazilian law, including the registration of the Conditional Sale Agreements required by the Brazilian Central Bank and those registrations necessary to perfect a first priority security interest and evidence thereof; (iv) having paid all documentary taxes and registration fees payable on the Security Documents attributed to it under the Central Bank registration; and (v) otherwise duly complying with all of the terms and conditions of the Security Documents to be executed by it. (g) Majority-Owned Foreign Affiliate Documents. Each of the Majority-Owned Foreign Affiliates: (i) having executed and delivered to the Creditor its Foreign Affiliate Guaranty; (ii) each of Nextel S.A. and Nextel Ltda. having executed and delivered to the Creditor its Foreign Affiliate Security Agreement, the Amendment to its Foreign Affiliate Security Agreement in the form of Exhibit Q-2 to the Original EFA (incorporated herein by reference) and the Foreign Affiliate Trademark Assignment Agreement; (iii) Nextel Ltda. having executed and delivered the Nextel Ltda. Security Deposit Agreement; (iv) having made all registrations under Brazilian law, including those necessary to perfect a first priority security interest in so much of the Collateral as is attributed to such Foreign Affiliate and evidence thereof; (v) having paid all documentary taxes and registration fees payable on the Security Documents attributed to such Foreign Affiliates; (vi) having delivered to the Creditor: (A) copies of, or certificates of the issuing companies with respect to, policies of insurance owned by such Foreign Affiliate complying with the provisions of Section 8.07 of the Original EFA, together with endorsements thereto complying with the terms of such Foreign Affiliate Security Agreement naming the Creditor (where -70- 77 applicable), in its capacity as such, as additional insured as its interests may have appeared; (B) evidence of such insurance being in full force and effect, and (C) certificates and summaries of such Foreign Affiliate's liability insurance policies; (vii) (A) with respect to Nextel Ltda. and Nextel S.A., having executed and delivered to the Creditor the Foreign Affiliate Quota Pledge Agreement, the Amendment to the Foreign Affiliate Quota Pledge Agreement in the form of Exhibit S-3 to the Original EFA (incorporated herein by reference), together with the Foreign Affiliate Voting Agreements, and duly complying with all of the terms and conditions thereof, and (B) with respect to Butler Gorge, having executed and delivered to the Creditor the Butler Gorge Promise to Pledge Quotas and duly complying with the terms and conditions thereof; and (viii) otherwise duly complying with all of the terms and conditions of the Security Documents to be executed by it. (h) The Creditor's receipt of the following documents (except as waived in writing by the Creditor): (i) with respect to each Credit Party, copies, certified by an Authorized Officer of such Credit Party, of the Articles of Incorporation (including amendments thereto reflecting the pledge of stock or quotas and exercise of the Options) and By-Laws of such Person (or other organizational documents), each as amended to the date of each Previous Advance, along with evidence with respect to such Person establishing the existence and good standing (where applicable) of such Person as of the date of each Previous Advance; (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 was a party as of the date of each Previous Advance and, with respect to the Company, the iDEN Equipment 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 was a party as of the date of each Previous Advance 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; -71- 78 (iii) a copy of the Company's and Nextel International's most recent audited and unaudited financial statements preceding each Previous Advance in conformity with Sections 8.02 and 8.03 of the Original EFA; (iv) copies, certified by the Corporate Secretary of the Company of each Governmental Approval necessary or advisable in connection with the execution, delivery, performance or enforceability of each of the Credit Documents as of the date of each Previous Advance and the iDEN Equipment and Service Agreements and the other System Documents, together with any application with respect thereto; (v) the opinion of Brazilian counsel to each Credit Party and the opinion of special United States counsel to the Company and each other Credit Party, each dated as of the date of the Original EFA and addressed to the Creditor, in the forms attached as Exhibits V-1 and V-2 to the Original EFA (incorporated herein by reference), respectively; and (vi) the opinion of Heng-Pin Kiang, General Counsel of Nextel International and the Company, dated as of the date of the Initial Advance and addressed to the Creditor. (i) The Creditor's receipt of the then current Approved Business Plan of the Company. (j) The Creditor's receipt of (i) a copy of each Governmental Approval set forth on Part I of Schedule 7.03(a) to the Original EFA and each License referred to in Schedule 7.03(b) to the Original EFA, certified by an Authorized Officer of the Company to be true, complete, in full force and effect, and administratively non-appealable as of such date, and an opinion of counsel selected by the Company and acceptable to the Creditor confirming the matters referred to in Section 7.03 of the Original EFA, together with (ii) a copy of each application referred to on Part II of Schedule 7.03(a) of the Original EFA submitted to any Governmental Authority. (k) The Creditor's receipt of a certificate of an Authorized Officer certifying that the Company had obtained, or would obtain in due course when needed, all easements, licenses, rights-of-way and any other rights expected to be necessary for the construction and operation of the System in the Major Market Areas. (l) The payment of all fees payable in connection with the transactions contemplated by the Original EFA. (m) Political Risk Insurance having been in full force and effect and all premiums and other costs associated therewith having been paid. -72- 79 (n) The Management Agreements having been amended and in form and substance satisfactory to the Creditor and side letters with respect thereto having been executed and delivered and in form and substance satisfactory to the Creditor in its sole discretion. (o) The Brazilian Central Bank having approved OPIC providing insurance in respect of the scheduled payments under the Conditional Sale Agreements. (p) The Creditor's receipt of the Nextel Side-Letter a post closing agreement in form and substance satisfactory to the Creditor in its sole discretion. (q) The letter in respect of subrogation rights in favor of OPIC having been executed and delivered. (r) The lease in respect of the MSO Site having been amended and in form and substance satisfactory to the Creditor in its sole discretion; (s) The Creditor having received a Request for Financing and a Drawdown Certificate pursuant to Section 2.02 of the Original EFA; (t) On and as of the date of each Previous Advance, (i) no Default, Event of Default or default under any Credit Document as of the date of the Initial Advance or any System Document having occurred and been continuing, (ii) there having been no adverse change in the financial condition, assets or operations of the Company or any other Credit Party which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) there having occurred no 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) affecting the business or properties of the Company or any other Credit Party which could reasonably be expected to have a Material Adverse Effect, (iv) there having been no change in the status of the matters disclosed on Schedule 7.12 to the Original EFA that individually or in the aggregate could reasonably have been expected to have a Material Adverse Effect, and (v) the Creditor having received a certificate of a duly Authorized Officer of the Company certifying as to the foregoing matters. (u) None of the following events having occurred: (i) Brazil or any Governmental Authority in Brazil having declared a moratorium on the payment of indebtedness by Brazil or any Governmental Authority in Brazil or corporations therein; (ii) Brazil having ceased to be a member in good standing of the International Monetary Fund or having 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 Brazil having become subject to any lien. (v) (i) The Creditor having received from the Company, each Majority-Owned Foreign Affiliate and Nextel International a list of all of the assets of such -73- 80 Credit Party (in the case of Nextel International such list being limited to any shares or quotas of record in respect of the Company and any Foreign Affiliates) and a certificate for an Authorized Officer of such Credit Party certifying to the accuracy and completeness of such list. (ii) Each Credit Party having amended its Security Documents as necessary to cover all personal property and fixtures acquired since the Original Closing Date and executing and delivering mortgages with respect to real property interests acquired since the Original Closing Date and having made all necessary registrations filings and recordings in order to create a first priority Lien in favor of the Creditor in such after acquired property and having paid all costs, charges and expenses incidental thereto. Section 10.02. Representation and Warranty as to Previous Advance Conditions. The Company hereby represents and warrants that each of the Previous Advance Conditions were (and remain) satisfied in full. Section 10.03. Conditions to Final Advance. The obligations of the Creditor to make the Final Advance hereunder shall be subject to the fulfillment of the following conditions precedent to the satisfaction of the Creditor on or prior to the Drawdown Date: (a) All representations and warranties of the Credit Parties in Section 7 (and in Section 10.02) of this Agreement shall be true and correct as of the date made and as of the date of the Final Advance. (b) Company Documents. The Company: (i) shall have executed and delivered to the Creditor this Agreement, the Company Security Deposit Agreement and the Financing Note; (ii) shall have delivered acknowledgment copies of any UCC-1 Financing Statements in addition to those delivered in connection with the Original EFA necessary to perfect the first priority security interest granted under the Company Security Agreement; (iii) shall have delivered to the Creditor (to the extent requested by the Creditor and not previously provided to the Creditor under the Original EFA): (1) copies of, or certificates of the issuing companies with respect to, policies of insurance owned by the Company complying with the provisions of Section 8.07, together with endorsements thereto complying with the terms of the Company Security Agreement naming the Creditor (where applicable), in its capacity as such, as additional insured as its interests may appear; (2) evidence of the Company's liability insurance policies; and (3) evidence of such insurance being in full force and effect; and -74- 81 (iv) shall have otherwise duly complied with all of the terms and conditions of the Security Documents executed or to be executed by it. (c) Stockholder Guarantor Documents. Each Stockholder Guarantor: (i) shall have executed and delivered to the Creditor its respective Stockholder Guaranty; and (ii) shall have otherwise duly complied with all of the terms and conditions of the Security Documents executed or to be executed by it. (d) Telcom Documents. Each of Telcom and the Telcom Entities shall have duly complied with all of the terms and conditions of the Security Documents executed by it. (e) Nextel S.A. Documents. Nextel S.A: (i) shall have made all registrations applicable under Brazilian law relating to or necessary under the Security Documents to which it is a party, including those necessary to perfect a first priority security interest in so much of the Collateral as is attributed to Nextel S.A. and evidence thereof; (ii) shall have paid all documentary taxes and registration fees payable on the Security Documents attributed to it under the Central Bank registration; and (iii) shall otherwise have duly complied with all of the terms and conditions of the Security Documents executed by it. (f) Majority-Owned Foreign Affiliate Documents. Each of the Majority-Owned Foreign Affiliates: (i) shall have made all registrations under Brazilian law, including those necessary to perfect a first priority security interest in so much of the Collateral as is attributed to such Foreign Affiliate and evidence thereof; (ii) shall have paid all documentary taxes and registration fees payable on the Security Documents attributed to such Foreign Affiliates; (iii) delivered to the Creditor (to the extent requested by the Creditor and not previously provided to the Creditor under the Original EFA): (A) copies of, or certificates of the issuing companies with respect to, policies of insurance owned by such -75- 82 Foreign Affiliate complying with the provisions of Section 8.07, together with endorsements thereto complying with the terms of such Foreign Affiliate Security Agreement naming the Creditor (where applicable), in its capacity as such, as additional insured as its interests may appear; (B) evidence of such insurance being in full force and effect, and (C) certificates and summaries of such Foreign Affiliate's liability insurance policies; and (iv) shall otherwise have duly complied with all of the terms and conditions of the Security Documents executed by it. (g) The Creditor shall have received the following documents (except as waived in writing by the Creditor): (i) with respect to each Credit Party that is executing one or more Credit Documents in connection with this Agreement, copies, certified by an Authorized Officer of such Credit Party, of the Articles of Incorporation (including amendments thereto reflecting the pledge of stock or quotas and exercise of the Options) and By-Laws of such Person (or other organizational documents), each as amended to the date of the Final Advance, along with evidence with respect to such Person establishing the existence and good standing (where applicable) of such Person sufficiently close in the reasonable determination of the Creditor to the date of the Final Advance; (ii) certificates of an Authorized Officer of each applicable 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 any Credit Documents which it is executing in connection with this Agreement, and (ii) the authority, name, title and specimen signature of each individual authorized to execute the Credit Documents which it is executing in connection with this Agreement; (iii) a copy of the Company's and Nextel International's most recent audited and unaudited financial statements in conformity with Sections 8.02 and 8.03; (iv) (if the same have not previously been provided to the Creditor under the Original EFA) copies, certified by the Corporate Secretary of the Company of each Governmental Approval necessary or advisable in connection with the execution, delivery, performance or enforceability of each of the Credit Documents being executed in connection with this Agreement, together with any application with respect thereto; -76- 83 (v) the opinion of Brazilian counsel to each Credit Party and the opinion of special United States counsel to the Company and each other Credit Party, each dated as of the date hereof and addressed to the Creditor, in the forms attached hereto as Exhibits H-1 and H-2, respectively; and (vi) the opinion of counsel to Nextel International and the Company, dated as of the date of the Final Advance and addressed to the Creditor and in form and substance satisfactory to the Creditor in the Creditor's sole discretion. (h) The Creditor shall have received a current Approved Business Plan. (i) The Creditor shall have received (if the same has not previously been provided to the Creditor under the Original EFA) (i) a copy of each Governmental Approval set forth on Part I of Schedule 7.03(a) and each License referred to in Schedule 7.03(b), certified by an Authorized Officer of the Company to be true, complete, in full force and effect, and administratively non-appealable as of such date, together (if the same has not previously been provided to the Creditor under the Original EFA) with (ii) a copy of each application referred to on Part II of Schedule 7.03(a) submitted to any Governmental Authority. (j) The Creditor shall have received a certificate of an Authorized Officer certifying that the Company had obtained, or will obtain in due course when needed, all easements, licenses, rights-of-way and any other rights expected to be necessary for the construction and operation of the System in the Major Market Areas. (k) All fees payable in connection with the transactions contemplated by this Agreement shall have been satisfied. (l) The Political Risk Insurance required hereunder shall be in full force and effect and all premiums and other costs associated therewith shall have been paid. (m) The Creditor shall have received a duly completed Request for Financing pursuant to Section 2 as to the Final Advance. (n) On and as of the date of the Final Advance, (i) no Default, Event of Default or default under any Credit Document or any System Document shall have occurred and be continuing, (ii) there shall have been no adverse change in the financial condition, assets or operations of the Company or any other Credit Party which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) no 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) shall have occurred affecting the business or properties of the Company or any other Credit Party which could reasonably be expected to have a Material Adverse -77- 84 Effect, (iv) there shall have been no change in the status of the matters disclosed on Schedule 7.12 that individually or in the aggregate could reasonably have been expected to have a Material Adverse Effect, and (v) the Creditor shall have received a certificate of a duly Authorized Officer of the Company certifying as to the foregoing matters. (o) None of the following events shall have occurred: (i) Brazil or any Governmental Authority in Brazil having declared a moratorium on the payment of indebtedness by Brazil or any Governmental Authority in Brazil or corporations therein; (ii) Brazil having ceased to be a member in good standing of the International Monetary Fund or having 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 Brazil having become subject to any lien. (p) If necessary and only to the extent that the same has not already occurred, each Credit Party shall have amended its Security Documents as necessary to cover all personal property and fixtures acquired since the Original Closing Date and executed and delivered mortgages with respect to real property interests acquired since the Original Closing Date, and shall have made all necessary registrations filings and recordings in order to create a first priority Lien in favor of the Creditor in such after acquired property and shall have paid all costs, charges and expenses incidental thereto. SECTION 11. EVENTS OF DEFAULT Section 11.01. Events of Default. Each of the following events shall constitute an Event of Default hereunder: (a) The Company shall have defaulted in the payment of principal of any of the Advances payable under any of Credit Documents when and as the same shall become due and payable. (b) The Company shall have defaulted in the payment of any interest on any of the Advances or any other amount (other than an amount referred to in clause (a) of this Section 11.01) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three or more Business Days. (c) Any written representation or warranty made by the Company or any other Credit Party herein or in any other Credit Document or otherwise in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect as of the time it was made or deemed to have been made or any certificate or opinion furnished pursuant to any of the Credit Documents proves to have been false or misleading in any material respect as of its date; provided, that the foregoing shall not constitute an Event of Default hereunder in respect of any representation or warranty made by any Credit Party on behalf of -78- 85 an Option Company unless such incorrectness could reasonably be expected to have a Material Adverse Effect, in the sole determination of the Creditor. (d) The Company shall, without the prior written consent of the Creditor, have used the proceeds of any of the Advances for a purpose other than that specified in Section 2.08 hereof. (e) (i) Any Stockholder Guarantor, the Company or any Foreign Affiliate shall fail to observe or perform any covenant, condition or agreement covered in Sections 8.06, 8.08, 8.12, 8.16, 8.17 and 8.19 and Section 9 of this Agreement; provided that the foregoing shall not constitute an Event of Default hereunder in respect of any failure by any Credit Party to cause observance or performance by an Option Company unless such failure could reasonably be expected to result in a Material Adverse Effect, in the sole determination of the Creditor, (ii) the Company shall fail to observe or perform any covenant, condition or agreement covered in Sections 1, 2, 3 and 8 of the Company Security Deposit Agreement, and (iii) Nextel Ltda. shall fail to observe or perform any covenant, condition or agreement contained in Sections 1, 2, 3 and 8 of the Nextel Ltda. Security Deposit Agreement. (f) 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 (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 Creditor. (g) Any Governmental Approval (including, without limitation, registration with the Brazilian Central Bank) 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 and 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 the Company or the Foreign Affiliates, or any license or concession part thereof which, in the reasonable opinion of the Creditor, shall have been terminated, revoked, suspended, withdrawn, withheld, or adversely modified or restricted which termination, revocation, suspension or such other action could reasonably be expected to have a Material Adverse Effect or a proceeding shall have been initiated by or before, -79- 86 or any action shall have been taken by a court of competent jurisdiction, or other Governmental Authority which in the reasonable opinion of the Creditor, 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 the Company or any of the Foreign Affiliates 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 Company to perform any payment obligation under the Credit Documents or any Stockholder Guarantor to perform its obligations under its Stockholder Guaranty or any Majority-Owned Foreign Affiliate to perform its obligations under its Foreign Affiliate Guaranty; provided, that the foregoing shall not constitute an Event of Default in respect of any Stockholder Guarantor other than Nextel International if, within five (5) Business Days after notice thereof by the Creditor to Nextel International, Nextel International shall have assumed the liability of such Stockholder Guarantor under the Nextel International Guaranty. (j) Any of the Company, any Stockholder Guarantor or any Foreign Affiliate 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 in the aggregate principal amount to or greater than $1,000,000 in the case of the Company or any Foreign Affiliate, or $10,000,000 in the case of Nextel International or any Stockholder Guarantor, 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, that the foregoing shall not constitute an Event of Default in respect of any Stockholder Guarantor other than Nextel International if, within five (5) Business Days after notice thereof by the Creditor to Nextel International, Nextel International shall have assumed the liability of such Stockholder Guarantor under the Nextel International Guaranty. (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 in excess of $1,000,000 or its equivalent in any currency shall have been entered against the Company and not paid and discharged, dismissed or stayed within 30 days. (l) Any of the Stockholder Guarantors, the Company or the Foreign Affiliates 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, -80- 87 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 of the Stockholder Guarantors, the Company or the Foreign Affiliates shall become unable, admit in writing or fail generally to pay its debts as they become due; (n) Any of the Stockholder Guarantors, the Company or the Foreign Affiliates 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 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 Creditor shall fail at any time to have a valid and Perfected Lien on, subject to no prior or equal Liens other than Permitted Liens, any portion of the Collateral. (q) There is an actual or threatened claim by any Person other than any Motorola Entity which would have the effect of creating a Lien over the Collateral, other than Permitted Liens. (r) The Political Risk Insurance ceases to be in full force and effect for whatever reason and the Company shall fail to remedy the situation for a period of thirty or more days. -81- 88 (s) 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 to the PBGC in excess of $1,000,000. (t) 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. (u) 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. (v) There shall have occurred an Event of Abandonment. (w) Nextel International shall have ceased to own, free of any liens (other than Liens arising under the Credit Documents), and maintain, directly or indirectly, 51% of the outstanding capital stock of the Company. (x) There shall have occurred any change (direct or indirect) of ownership of the Company which results in Nextel International ceasing to have a controlling interest in the Company or the Company ceasing to have a controlling interest in the Foreign Affiliates. (y) Nextel International shall have ceased to have and to exercise actual control of the day to day operations of the Company and the Foreign Affiliates. (z) This Agreement, the Financing Note, any Stockholder Guaranty, any Foreign Affiliate Guaranty, 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. Section 11.02. Remedies. (a) Except as described in the immediately succeeding sentence, if an Event of Default described in subsections 11.01(l), (m) and (n) hereof with respect to the Company or any such other Credit Party shall have occurred, then (i) the Remaining Commitment shall automatically be terminated and the obligation of the Creditor 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 Company. If any other Event of Default shall have occurred, then at any time thereafter, if any such event shall then be continuing, the Creditor may, by written notice to the Company, (i) declare the Remaining -82- 89 Commitment to be terminated whereupon the obligation of the Creditor 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 Company. Upon the occurrence of any Event of Default, the Creditor shall have, in addition to any other rights and remedies contained in this 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 Brazil 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 and the other Credit Documents, the Creditor's remedies upon the occurrence and during the continuance of an Event of Default shall include (i) a right to apply or require the Company to apply for any necessary orders or licenses in connection with the operation or abandonment of the System, the 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 in order to manage, protect and preserve the System, the Telecommunications Business and all other equipment, property and other collateral and to continue the operation of the business of 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 System, the Telecommunications Business and such equipment, property and assets mortgaged or pledged to the Creditor. (c) The Company agrees, in case an Event of Default shall be existing and upon the Creditor's request, to assemble, at its expense, all equipment constituting a part of the Collateral at a convenient place acceptable to the Creditor and to pay all the Creditor's costs of collection of all amounts due, and enforcement of all rights hereunder, including reasonable attorney's fees and legal expenses, and expenses of any repairs to any realty or other property to which any of such equipment may be affixed or be part. Upon an Event of Default, the Creditor may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind (i) to the extent permitted by law, enter upon any premises where any of the equipment constituting part of the Collateral may be located and take possession of and remove such equipment, (ii) sell any or all of such equipment, free of all rights and claims of the Company therein and thereto, at any public or private sale, and (iii) to the extent permitted by law, bid for and purchase any or all of such equipment at any such sale. (d) The Creditor may, upon the occurrence and during the continuance of an Event of Default, without demand and without advertisement or notice, all of which the Company waives 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 Creditor deems advisable, in its sole discretion and/or collect or enforce the collection of, the Collateral; provided, however that method, manner, time, place and terms of any sale must be commercially reasonable and the Creditor 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 Creditor, the Company shall pay the Creditor all reasonable costs and expenses incurred by the Creditor including attorney's fees and court costs, to obtain, liquidate and/or enforce payment of Collateral -83- 90 obligations, or in the prosecution or defense of any action or proceeding against the Creditor concerning any matter arising out of or connected with the Credit Documents or the Collateral. (e) In connection with the enforcement by the Creditor of any remedies available to it as a result of any Event of Default, the Company and Nextel International shall join and cooperate fully with the Creditor 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 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 System or the Telecommunications Business 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 System, the Telecommunications Business and the operation thereof. (f) In connection with the foregoing remedies, the Company and Nextel International shall take such further actions and execute all such instruments as the Creditor deems necessary. The Company agrees that the Creditor may enforce any obligation of the Company as set forth in this Agreement by an action for specific performance. (g) The Creditor may (but shall not be obligated to) make advances to preserve, protect or obtain any of the Collateral, including advances to pay taxes, insurance and the like, and all such advances shall become part of the obligations owing to the Creditor hereunder and shall be repayable to the Creditor with interest thereon from the date of such advance until paid at the rate per annum of 2% above the average interest rate applicable to the Financing Note on the date of such advance. (h) The Creditor shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as the Company requests in writing, but failure of the Creditor to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Creditor to preserve or protect any rights with respect to such Collateral against prior parties, or to do any act with respect to the preservation of such Collateral not so requested by the Company, shall be deemed a failure to exercise reasonable care in the custody or preservation of such Collateral. (i) All moneys received by the Creditor pursuant to any right given or action taken under Section 11 of this Agreement shall be applied as follows: FIRST -- To the reimbursement to the Creditor of all reasonable expenses and costs of litigation and of any proceedings resulting in the collection of such moneys, including, without limitation, attorney's fees, receivership, collection, maintenance, improvements and other acts of administration and sale of properties; SECOND -- To the payment of the unpaid principal of and interest on any Advance which shall have become due and payable and other fees, costs and expenses which the Company is required to pay from time to time to the Creditor under or pursuant to this Agreement or any other Credit Document, as well as all -84- 91 other obligations, covenants, undertakings and liabilities of the Company to the Creditor arising out of or in connection with this Agreement or any other Credit Document, which shall have become due and payable in such order as the Creditor may decide; and THIRD -- The balance, if any, shall be delivered and paid to the Company. (j) In addition to its rights with respect to the Collateral hereunder, upon the occurrence of an Event of Default, the Creditor may seek payment of the outstanding obligations from the Stockholder Guarantors or the Foreign Affiliates. The Creditor shall not, however, proceed to liquidate the Collateral hereunder and under the Stockholder Guaranties and the Foreign Affiliate Guaranties in excess of the amount which the Creditor reasonably determines will be necessary to satisfy the outstanding obligations which have become due and payable, provided, that the Creditor may continue so to liquidate until all outstanding obligations which have become due and payable have been satisfied in full. (k) The Creditor may exercise any and all of its remedies under the Security Documents, the Stockholder Guaranties and the Foreign Affiliate Guaranties contemporaneously or separately from the exercise of any other remedies hereunder or with respect to any Collateral. Section 11.03. Cumulative Rights. No failure or delay on the part of the Creditor in exercising any right, power or remedy accruing to it upon any breach or default of the Company 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 Creditor shall be cumulative and not alternative. Section 11.04. Waiver of Demand. DEMAND, PRESENTMENT, PROTEST AND NOTICE OF DEMAND, PRESENTMENT, PROTEST AND NONPAYMENT ARE HEREBY WAIVED TO THE EXTENT PERMITTED BY LAW BY THE COMPANY. THE COMPANY ALSO WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS TO THE EXTENT PERMITTED BY LAW. Section 11.05. Waiver of Notice. IN THE EVENT OF AN EVENT OF DEFAULT, THE COMPANY HEREBY WAIVES 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. THE COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS AGREEMENT. -85- 92 SECTION 12. MISCELLANEOUS Section 12.01. Waiver of Sovereign Immunity. To the extent that the Company, Nextel International, the Foreign Affiliates or any of their respective assets has or hereafter may acquire any right to immunity from suit, set-off, legal proceedings generally, attachment prior to judgment, attachment in aid of execution or other attachment or execution of judgment on the grounds of sovereignty or otherwise, each of the Company and Nextel International 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 12.02. Venue for Suit. Each of the Company and Nextel International 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 exclusively 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, unless the Creditor otherwise elects, and by execution and delivery of this Agreement, each of the Company and Nextel International 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 Company and Nextel International 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 Company and Nextel International 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 New York, which service may be made on any such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each of the Company and Nextel International 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 Company or Nextel International (as appropriate) 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 12.02. Each of the Company and Nextel International 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 the Company or Nextel International (as appropriate) in accordance with this Section 12.02 or to its then designee, appointee or agent for service. If service is made upon such designee, appointee and -86- 93 agent, a copy of such process, summons, notice or document shall also be provided to the Company or Nextel International (as appropriate), by registered or certified mail, or overnight express air courier, provided that failure to provide such copy to the Company or Nextel International (as appropriate) shall not impair or affect in any way the validity of such service or any judgment rendered in such action or proceedings. Each of the Company and Nextel International agrees that service upon the Company or Nextel International (as appropriate) or any such designee, appointee and agent as provided for herein shall constitute valid and effective personal service upon the Company or Nextel International (as appropriate) with respect to matters contemplated in this Section 12.02 and that the failure of any such designee, appointee and agent to give any notice of such service to the Company or Nextel International (as appropriate) 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 Creditor to commence proceedings against the Company or Nextel International (as appropriate) in any other venue where assets of the Company or Nextel International (as appropriate) may be found. Section 12.03. 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 (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EXCLUDING ALL OTHER CHOICE-OF-LAW AND CONFLICTS-OF-LAWS RULES). Section 12.04. 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, I the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. Section 12.05. Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Company, the Creditor and their respective successors and assigns, provided, that the Company shall not have the right to assign or transfer its rights or obligations hereunder except with the prior written consent of the Creditor. The Creditor may assign its rights and obligations under this Agreement (including all or a portion of the Remaining Commitment and the Advances at the time owing to it without the consent of the Company (the "Syndication"). The Creditor may request the Company and Nextel International to assist in the Syndication as contemplated by this Section. In addition to and without limiting the foregoing, the Creditor may, without the consent of the Company, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Creditor's rights and obligations under this Agreement (including all or a portion of the Remaining Commitment and the Advances owing to it); provided that (i) the Creditor's obligations under this Agreement shall remain unchanged, (ii) the Creditor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Company shall continue to deal solely and directly with the Creditor in connection with the Creditor's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Creditor sells such a participation shall provide that the Creditor shall -87- 94 retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. Each of the Company and Nextel International agrees to cooperate with the Creditor in connection with any Syndication. Such cooperation will include, if requested by the Creditor, (i) making senior officers of the Company and Nextel International available for a meeting with prospective assignees, the Creditor and its agents, and (ii) providing such other assistance as may be reasonably requested by the Creditor and such agents (including providing information to and responding to questions from prospective assignees with respect to the operations, business plans and other matters relating to the Company's and each other Credit Party's business on a timely basis and in any manner reasonably requested by the Creditor). Section 12.06. Entire Agreement; Amendments. 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. Any amendment to this Agreement shall be in writing signed by or on behalf of the party to be bound or burdened thereby. Section 12.07. Notices. All communications and notices provided for hereunder shall be in writing and shall be personally delivered or transmitted by postage prepared registered mail (airmail if international) or by telefax as follows: To the Company: McCaw International (Brazil), Ltd. c/o Nextel International, Inc. 10700 Parkridge Blvd.; Suite 600 Reston, Virginia 20191 Attention: Chief Financial Officer Fax No.: 703-390-5111 with copies to: Nextel International, Inc. 2001 Edmund Halley Drive Reston, VA 20191 Attention: Legal Department Fax No.: 703-433-4035 and: Nextel S.A. Ave. Maria Coelho Aguiar-215 Bloco D - 7o Andar 5808-900 Sao Paulo, SP, 5808-901 Brasil Attention: Legal Department Fax No.: 55 11 3748 1215 To the Creditor Motorola Credit Corporation 1301 East Algonquin Road Schaumburg, Illinois 60196-1065 Attention: Gary B. Tatje Fax No.: (847) 538-2279 -88- 95 with a copy to: Motorola Inc. Law Department 1303 East Algonquin Road Schaumburg, Illinois 60196-1079 Attention: Finance Counsel Fax No.: (847) 538-3775 To the Vendor: Motorola, Inc. 1301 East Algonquin Road Schaumburg, Illinois 60196-1065 Attention: Ed Jacobs Fax No.: (847) 538-4344 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 15 days after posting if mailed. Section 12.08. Right of Set-Off. The Creditor 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 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 12.09. 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 12.10. Proposed Consolidation. The Creditor and the Company agree that the Proposed Consolidation may be consummated, so long as such consummation is in full compliance with the conditions set forth in Section 9.05 hereof. Section 12.11. [Reserved] Section 12.12. Confidentiality. Each of the Company, Nextel International and the Creditor hereby agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, directors, officers, employees and agents, 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 12.12, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or -89- 96 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 12.12 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 12.12, "Information" means all information received from any of the parties hereto relating to any of the Credit Parties, the Creditor 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 October 31, 1997, 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 12.12 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 12.13. Term of Agreement. This Agreement shall continue in full force and effect, and be binding upon the Company, until all of the Obligations have been fully and indefeasibly paid and performed whereupon this Agreement shall terminate. Notwithstanding the foregoing, all the indemnification provisions shall survive and all other provisions which by their terms survive termination shall so survive. -90- 97 IN 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: MCCAW INTERNATIONAL (BRAZIL), LTD. By: --------------------------------- Name: Title: Creditor: MOTOROLA CREDIT CORPORATION By: --------------------------------- Name: Gary B. Tatje Title: Vice President Acknowledged and agreed: NEXTEL INTERNATIONAL, INC. By: ------------------------------ Name: Title: [Signature Page to Equipment Financing Agreement] -91- EX-10.7 10 ex10-7.txt AMEND. 5 BETWEEN LENDERS 1 EXHIBIT 10.7 AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of June 20, 2000 between Nextel Argentina S.R.L. (the "Borrower") and the parties below the title "Lenders" on the signature pages hereof (the "Lenders"). The Borrower, the Subsidiary Guarantors named therein, the Lenders and The Chase Manhattan Bank, as Administrative Agent, are parties to a Credit Agreement dated as of February 27, 1998 (as amended by Amendment No. 1 and Waiver dated as of May 8, 1998, Amendment No. 2 dated as of September 30, 1998, Amendment No. 3 dated as of May 12, 1999, Amendment No. 4 dated as of December 8, 1999 and as further modified, supplemented and in effect from time to time, the "Credit Agreement") and wish to amend certain provisions of the Credit Agreement. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Definitions. Terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 3 hereof, the Lenders hereby agree that the Credit Agreement shall be amended as follows: 2.01. Definitions. The definition of "Equity Capital" in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows: "Equity Capital" means (i) the amount of cash consideration paid to the Borrower in exchange for newly-issued Capital Stock of the Borrower, (ii) the amount of any irrevocable contribution of cash to the Borrower in respect of its Capital Stock made by any then-existing equityholder, (iii) the value of equipment contributed directly or indirectly through the Parent by the Parent Shareholder to the Borrower, in respect of its Capital Stock, so long as such equipment is newly manufactured and has been purchased by the Parent Shareholder from third party vendor(s), not an Affiliate, within 30 days prior to the date of delivery of such equipment to the Borrower and (iv) the value of payments made by the Parent Shareholder to third party vendors in respect of software, software design and software licensing utilized by the Borrower and its Subsidiaries and set forth in a certification to such effect delivered to the Administrative Agent and signed jointly by an officer of the Parent Shareholder and the Borrower, provided that the aggregate amount of such payments during any single fiscal year that may be treated as Equity Capital shall not exceed U.S. $3.000,000. For purposes hereof, the value of any equipment contributed to the Borrower as contemplated by the foregoing clause (iii) shall be valued at the purchase price therefor reflected on the invoice of the respective vendor, Amendment No. 5 2 and the value of any software, software design and software licensing referred to in the foregoing clause (iv) shall be the amount thereof determined in good faith as being properly allocable to the Borrower and its Subsidiaries as set forth in the officers' certificate referred to in said clause (iv). 2.02. Financial Covenants. Section 7.08 of the Credit Agreement is hereby amended to read in its entirety as follows: "SECTION 7.08. Certain Financial Covenants. (a) Leverage Ratio. The Borrower will not permit the Leverage Ratio to exceed the following respective ratios at any time during the following respective periods:

Period Ratio ------ ----- From March 31, 2002 through June 29, 2002 22.00 to 1 From June 30, 2002 through September 29, 2002 10.00 to 1 From September 30, 2002 through December 30, 2002 5.50 to 1 From December 31, 2002 and at all times hereafter 3.50 to 1

(b) Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio to be less than the following respective ratios at any time during the following respective periods:

Period Ratio ------ ----- From March 31, 2002 through June 29, 2002 0.30 to 1 From June 30, 2002 through September 29, 2002 0.65 to 1 From September 30, 2002 through December 30, 2002 1.20 to 1 From December 31, 2002 and at all times hereafter 2.00 to 1

(c) Capital Expenditures. The Borrower will not permit the aggregate cumulative amount of Capital Expenditures by the Borrower and its Subsidiaries for any period commencing on January 1, 1999 and ending on any of the dates set forth below to exceed Amendment No. 5 -2- 3 the following respective amount set forth below opposite such date (as such amounts shall be adjusted in accordance with the proviso set forth below):

Date Cumulative Amount ---- ----------------- December 31, 1999 U.S. $ 58,700,000 December 31, 2000 U.S. $150,000,000 December 31, 2001 U.S. $195,000,000 December 31, 2002 U.S. $220,000,000 March 31, 2003 U.S. $225,000,000

provided that (i) the Borrower may irrevocably reduce the aggregate permitted amount of cumulative Capital Expenditures as at any date by delivery to the Administrative Agent and each Lender of a notice (which shall be titled "Notice of Capital Expenditure Reduction") specifying a new reduced permitted amount of Capital Expenditures as at such date and (ii) the Borrower may permit the aggregate amount of Capital Expenditures to exceed the respective amounts set forth above (or as reduced pursuant to the foregoing clause (i)) to the extent that investments are made in the Equity Capital of the Borrower pursuant to the Capital Subscription Agreement in an aggregate amount equal to such excess amounts (in addition to the amounts of Equity Capital required to be invested pursuant to Section 7.08(f) and contributed pursuant to Section 7.08(g)). (d) Minimum Subscribers. The Borrower will not permit the aggregate number of Subscribers to be less than the following respective numbers for the following respective periods:

Minimum Number Period of Subscribers ------ -------------- From March 31, 2000 through June 29, 2000 60,000 From June 30, 2000 through September 29, 2000 70,000 From September 30, 2000 through December 30, 2000 80,000 From December 31, 2000 through March 30, 2001 92,000 From March 31, 2001 through June 29, 2001 102,000

Amendment No.5 -3- 4

Minimum Number Period of subscribers ------ -------------- From June 30, 2001 through September 29, 2001 116,000 From September 30, 2001 through December 30, 2001 131,000 From December 31, 2001 through March 30, 2002 147,000 From March 31, 2002 through June 29, 2002 164,000 From June 30, 2002 through September 29, 2002 181,000 From September 30, 2002 through December 30, 2002 199,000 From December 31, 2002 and at all times thereafter 218,000

(e) Minimum Revenues. The Borrower will not permit the aggregate amount of the revenues of the Borrower and its Subsidiaries from the operation of its network system for any period of four consecutive quarters ending during the following respective periods to be less than the following respective amounts:

Period Amount ------ ------ From March 31, 2000 through June 29, 2000 U.S.$40,000,000 From June 30, 2000 through September 29, 2000 U.S.$48,000,000 From September 30, 2000 through December 30, 2000 U.S.$55,000,000 From December 31, 2000 through March 30, 2001 U.S.$62,000,000 From March 31, 2001 through June 29, 2001 U.S.$69,000,000 From June 30, 2001 through September 29, 2001 U.S.$78,000,000

Amendment No.5 -4- 5

Period Amount ------ ------ From September 30, 2001 through December 30, 2001 U.S.$ 88,000,000 From December 31, 2001 through March 30, 2002 U.S.$ 98,000,000 From March 31, 2002 through June 29, 2002 U.S.$110,000,000 From June 30, 2002 through September 29, 2002 U.S.$123,000,000 From September 30, 2002 through December 30, 2002 U.S.$136,000,000 From December 31, 2002 and at all times hereafter U.S.$150,000,000

(f) Equity Contributions. By each of the dates set forth below, as more particularly provided in Section 2 of the Capital Subscription Agreement, the aggregate amount of investments in the Equity Capital of the Borrower (together with funds on deposit in the Equity Contribution Account) made by the Parent on or after January 1, 1999 shall be in a cumulative amount at least equal to the amount as set forth below opposite such dates (as such amounts shall be adjusted in accordance with the proviso set forth below; such amounts including the amount of Equity Capital contributed on or after January 1, 1999 but prior to the Amendment No. 3 Effective Date, but excluding any Equity Capital permitted to be contributed pursuant to Section 7.08(g)):

Date Amount ---- ------ Amendment No. 3 Effective Date U.S.$ 65,500,000 December 31, 1999 U.S.$ 83,500,000 March 31, 2000 U.S.$ 90,500,000 June 30, 2000 U.S.$135,000,000 September 30, 2000 U.S.$180,000,000 December 31, 2000 U.S.$218,000,000 March 31, 2001 U.S.$242,000,000 June 30, 2001 U.S.$275,000,000 September 30, 2001 U.S.$306,000,000

Amendment No.5 -5- 6

Date Amount ---- ------ December 31, 2001 U.S.$328,000,000 March 31, 2002 U.S.$346,000,000 June 30, 2002 U.S.$362,000,000 September 30, 2002 U.S.$406,000,000 December 31, 2002 U.S.$445,000,000

provided that the amount set forth above for any date shall be reduced or increased by the amounts set forth below in the event any of the following conditions shall be met (reductions and increases in the following clauses (i) and (ii) each to be independent of the other): (i) in the event that the Borrower shall elect to reduce the cumulative permitted amount of Capital Expenditures through any December 31 as contemplated by clause (i) of Section 7.08(c) by sending a "Notice of Capital Expenditure Reduction" to the Administrative Agent and the Lenders as provided therein, then the amount of required New Equity Contributions as at said December 31 and each date set forth in the schedule above after such December 31 shall be reduced by an equivalent amount; and (ii) in the event that the cumulative amount of EBITDA for the period (treated for these purposes as a single accounting period) commencing on January 1, 2000 through and including the fiscal quarter ending on any date set forth in the schedule below shall (x) be greater than the projected EBITDA for such period set forth in the schedule below, then the amount of required New Equity Contributions as at said date and each date set forth in the schedule above after such date shall be reduced by an equivalent amount and (y) be less than the projected EBITDA for such period set forth in the schedule below, then the amount of required New Equity Contributions as at said date and each date set forth in the schedule above after such date shall be increased by an equivalent amount:

Period Ending Amount ------------- ------ March 31, 2000 U.S.$ (3,653,390) June 30, 2000 U.S.$(12,113,100) September 30, 2000 U.S.$(17,449,154) December 31, 2000 U.S.$(22,606,002) March 31, 2001 U.S.$(25,675,686)

Amendment No.5 -6- 7

Period Ending Amount ------------- ------ June 30, 2001 U.S.$(27,151,089) September 30, 2001 U.S.$(27,333,601) December 31, 2001 U.S.$(26,306,524) March 31, 2002 U.S.$(24,903,776) June 30, 2002 U.S.$(21,556,744) September 30, 2002 U.S.$(16,236,247) December 31, 2002 U.S.$ (8,771,888)

(g) Cure of Event of Default. Without limiting the obligations of the Borrower under Sections 7.08(a), (b) and (e), a breach by the Borrower as of the last day of any fiscal quarter or any fiscal year of its obligations under said Sections shall not constitute an Event of Default hereunder until the date (the "Cut-Off Date") which is the earlier of the date thirty days after (a) the date the financial statements for the Borrower and its Subsidiaries with respect to such fiscal quarter or fiscal year, as the case may be, are delivered pursuant to Section 6.01(a) or 6.01(b) or (b) the latest date on which such financial statements are required to be delivered pursuant to Section 6.01(a) or 6.01(b), provided that, if following the last day of such fiscal quarter or fiscal year and prior to the Cut-Off Date, the Borrower shall have received Equity Contributions in an amount sufficient to bring the Borrower into compliance with said Sections 7.08(a), (b) and (e), assuming that the Leverage Ratio, Interest Coverage Ratio or amount of the revenues (as the case may be), as of the last day of such fiscal quarter or fiscal year, as the case may be, were recalculated by adding the amount of such Equity Contributions to (i) the denominator of the Leverage Ratio (after giving effect to the multiplication set forth in the definition thereof), (ii) the numerator of the Interest Coverage Ratio (after giving effect to the multiplication set forth in the definition thereof) or (iii) the amount of the revenues of the Borrower and its Subsidiaries, then such breach or breaches shall be deemed to have been cured; provided, further, that breaches of Sections 7.08(a), (b) or (e) hereof may not be deemed to be cured pursuant to this Section 7.08(g) (x) more than twice during the term of this Agreement or (y) during consecutive fiscal quarters." Section 3. Conditions Precedent. The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective upon the date (the "Amendment No. 5 Effective Date") on which the following conditions are satisfied, each to the satisfaction of the Administrative Agent: (a) Execution. This Amendment No. 5 shall have been duly executed and delivered by each of the Borrower and the Lenders constituting the Required Lenders, and the Consent and Agreement to Amendment set forth on the signature pages below by each of the Relevant Parties shall have been duly executed and delivered by each of the Relevant Parties. Amendment No. 5 -7- 8 (b) Capital Subscription Agreement. An Amendment No. 1 to the Capital Subscription Agreement, in substantially the form of Exhibit A hereto, shall have been duly executed and delivered by the Parent Shareholder, the Parent and the Borrower. (c) Payment of Fees. The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Lender or the Administrative Agent in connection herewith, including (i) a non-refundable amendment fee in an amount equal to 1/8 of 1% of the aggregate Commitments and outstanding Loans (without duplication) of such Lender, for each Lender that executes and delivers this Amendment No. 5 on or before June 20, 2000, and (ii) the reasonable fees and expenses of Milbank, Tweed, Hadley &McCloy LLP, special New York counsel to Chase and Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz, special Argentine counsel to Chase, in connection with the negotiation, preparation, execution and delivery of this Amendment No. 5. (d) Opinions of Counsel. The Administrative Agent shall have received the following favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 5 Effective Date) with respect to Amendment No. 1 to the Capital Subscription Agreement (it being understood that portions of such opinion may be given by the respective inside general counsel for one or more of the Relevant Parties); the Borrower and each of the Relevant Parties, as applicable, hereby requests such counsel to deliver such opinion: (i) an opinion of Jones, Day, Reavis & Pogue, special New York counsel for the Relevant Parties; (ii) an opinion of each of M. & M. Bomchil, special Argentine counsel for the Borrower; and (iii) an opinion of Maples and Calder, special Cayman Islands counsel for the Parent. (e) Truth of Representations and Absence of Defaults. The representations and warranties of each Obligor set forth in the Credit Agreement and of each Relevant Party in the other Loan Documents shall be true and correct on the Amendment No. 5 Effective Date (or, if such representation or warranty is given as to a specific date, such representation or warranty shall have been true and correct as of such specific date), and no Default shall have occurred and be continuing, in each case after giving effect to this Amendment No. 5, and the Administrative Agent shall have received a certificate to such effect from a Financial Officer. Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 5 may be executed in counterparts which, taken together, shall constitute a single document and any of the parties hereto may execute this Amendment No. 5 by signing any such counterpart. Terms defined in Amendment No. 5 -8- 9 the Credit Agreement are used herein as defined therein. This Amendment No. 5 shall be governed by and construed in accordance with the law of the State of New York. Amendment No. 5 -9- 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed as of the date and year first above written. NEXTEL ARGENTINA S.R.L. By ---------------------------------- Title: Lenders THE CHASE MANHATTAN BANK By ---------------------------------- Title: ING BANK N.V., CURACAO BRANCH By ---------------------------------- Title: By ---------------------------------- Title: CREDIT SUISSE FIRST BOSTON By ---------------------------------- Title: By ---------------------------------- Title: Amendment No. 5 -10- 11 SOCIETE GENERALE By ---------------------------------- Title: VAN KAMPEN PRIME RATE INCOME TRUST (formerly known as Van Kampen American Capital Prime Rate Income Trust) By ---------------------------------- Title: MOTOROLA CREDIT CORPORATION By ---------------------------------- Title: Amendment No. 5 -11- 12 CONSENT AND AGREEMENT TO AMENDMENT Each of the undersigned hereby (1) consents to the amendments provided for in this Amendment No. 5, (2) agrees that each reference to the Credit Agreement in each Loan Document (as defined in the Credit Agreement) to which it is a party shall be a reference to the Credit Agreement as amended by this Amendment No. 5 and (3) confirms its obligations under each Loan Document to which it is a party after giving effect to the amendments set forth in this Amendment No. 5. NEXTEL INTERNATIONAL, INC. By ----------------------------------- Title: NEXTEL INTERNATIONAL (ARGENTINA) LTD. By ----------------------------------- Title: NEXTEL INTERNATIONAL (HOLDINGS) LTD. By ---------------------------------- Title: Amendment No. 5 -12- 13 EXHIBIT A AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CAPITAL SUBSCRIPTION AGREEMENT AMENDMENT NO. 1 dated as of June 20, 2000, made by and among (i) NEXTEL ARGENTINA S.R.L. (the "Borrower"), a sociedad de responsabilidad limitada organized under the laws of Argentina, (ii) NEXTEL INTERNATIONAL (ARGENTINA), LTD. (the "Parent"), a company incorporated under the laws of the Cayman Islands, and (iii) NEXTEL INTERNATIONAL, INC. (the "Parent Shareholder"), a corporation organized under the laws of the State of Washington, United States of America. The Borrower, the Parent and the Parent Shareholder are parties to a Capital Subscription Agreement dated as of March 17, 1998 (as amended and restated by the Amended and Restated Capital Subscription Agreement dated as of May 12, 1999 and as further modified, supplemented and in effect from time to time, the "Capital Subscription Agreement") and wish to amend certain provisions of the Capital Subscription Agreement. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendments. 1.01. Definitions. The definition of "Equity Contribution" in Section 1 of the Capital Subscription Agreement is hereby amended to read in its entirety as follows: "Equity Contribution" means, as to any Person (i) the amount of cash consideration paid to such Person in exchange for newly-issued Capital Stock of such Person, (ii) the amount of any contribution of cash to such Person in respect of its Capital Stock made by any then-existing equityholder, (iii) in the case of the Borrower, the value of equipment contributed to the Parent by the Parent Shareholder, and to the Borrower by the Parent, in respect of its capital stock, so long as such equipment is newly manufactured and has been purchased by the Parent Shareholder from third party vendor(s), not an Affiliate, within 30 days prior to the date of delivery of such equipment to the Borrower and (iv) the value of payments made by the Parent Shareholder to third party vendors in respect of software, software design and software licensing utilized by the Borrower and its Subsidiaries and set forth in a certification to such effect delivered to the Administrative Agent and signed jointly by an officer of the Parent Shareholder and the Borrower, provided that the aggregate amount of such payments during any single fiscal year that may be treated as Equity Contributions shall not exceed U.S. $3,000,000. For purposes hereof, the value of any equipment contributed to the Parent and the Borrower as contemplated by the foregoing clause (iii) shall be valued at the purchase price therefor reflected on the invoice of the respective vendor, and the value of any software, software design and software licensing referred to in the foregoing clause Amendment No. 1 to Capital Subscription Agreement 14 (iv) shall be the amount thereof determined in good faith as being properly allocable to the Borrower and its Subsidiaries as set forth in the officers' certificate referred to in said clause (iv). 1.02. New Equity Contributions. Section 2(c) of the Capital Subscription Agreement is hereby amended to read in its entirety as follows: "(c) New Equity Contributions. The Parent Equity Holders shall make additional Equity Contributions to the Parent, by remitting the same in U.S. Dollars and in immediately available funds to the Equity Contribution Account or, alternatively, by contributing equipment as permitted by clause (iii) of the definition of "Equity Contribution" in Section 1 (all such additional Equity Contributions to the Parent being herein referred to as the "New Equity Contributions"), from time to time as herein provided, to the extent necessary so that the aggregate amount of (x) the Pre-Closing Equity Contributions, plus (y) the New Equity Contributions, so made in the Parent on or before the dates set forth below shall each be equal to or greater than the respective amounts set forth below beside such dates (as such amounts shall be adjusted in accordance with the proviso set forth below):

Date Amount ---- ------ Amendment No. 3 Effective Date U.S.$ 65,500,000 December 31, 1999 U.S.$ 83,500,000 March 31, 2000 U.S.$ 90,500,000 June 30, 2000 U.S.$135,000,000 September 30, 2000 U.S.$180,000,000 December 31, 2000 U.S.$218,000,000 March 31, 2001 U.S.$242,000,000 June 30, 2001 U.S.$275,000,000 September 30, 2001 U.S.$306,000,000 December 31, 2001 U.S.$328,000,000 March 31, 2002 U.S.$346,000,000 June 30, 2002 U.S.$362,000,000 September 30, 2002 U.S.$406,000,000

Amendment No. 1 to Capital Subscription Agreement -2- 15

Date Amount ---- ------ December 31, 2002 U.S.$445,000,000

provided that the amount set forth above for any date shall be reduced or increased by the amounts set forth below in the event any of the following conditions shall be met (reductions and increases in the following clauses (i) and (ii) each to be independent of the other): (i) in the event that the Borrower shall elect to reduce the cumulative permitted amount of Capital Expenditures through any December 31 as contemplated by clause (i) of Section 7.08(c) of the Credit Agreement by sending a "Notice of Capital Expenditure Reduction" to the Administrative Agent and the Lenders as provided therein, then the amount of required New Equity Contributions as at said December 31 and each date set forth in the schedule above after such December 31 shall be reduced by an equivalent amount; and (ii) in the event that the cumulative amount of EBITDA for the period (treated for these purposes as a single accounting period) commencing on January 1, 2000 through and including the fiscal quarter ending on any date set forth in the schedule below shall (x) be greater than the projected EBITDA for such period set forth in the schedule below, then the amount of required New Equity Contributions as at said date and each date set forth in the schedule above after such date shall be reduced by an equivalent amount and (y) be less than the projected EBITDA for such period set forth in the schedule below, then the amount of required New Equity Contributions as at said date and each date set forth in the schedule above after such date shall be increased by an equivalent amount:

Period Ending Amount ------------- ------ March 31, 2000 U.S.$ (3,653,390) June 30, 2000 U.S.$(12,113,100) September 30, 2000 U.S.$(17,449,154) December 31, 2000 U.S.$(22,606,002) March 31, 2001 U.S.$(25,675,686) June 30, 2001 U.S.$(27,151,089) September 30, 2001 U.S.$(27,333,601) December 31, 2001 U.S.$(26,306,524) March 31, 2002 U.S.$(24,903,776)

Amendment No. 1 to Capital Subscription Agreement -3- 16

Period Ending Amount ------------- ------ June 30, 2002 U.S.$(21,556,744) September 30, 2002 U.S.$(16,236,247) December 31, 2002 U.S.$ (8,771,888)

The amounts set forth above in the first schedule above (as so adjusted) shall be referred to in this Agreement as the "Equity Holder Commitments" of the Parent Equity Holders. The Parent may from time to time, upon not less than 10 days' prior written notice, require that the Parent Equity Holders make the New Equity Contributions contemplated hereby in advance of any date specified above, and if any such notice is given, the Parent Equity Holders shall so make such New Equity Contributions on the date and in the amount so required in such notice." SECTION 2. Miscellaneous. Except as herein provided, the Amended and Restated Capital Subscription Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in counterparts which, taken together, shall constitute a single document and any of the parties hereto may execute this Amendment No. 1 by signing nay such counterpart. Terms defined in the Amended and Restated Capital Subscription Agreement are used herein as defined therein. This Amendment No. 1 shall be governed by and construed in accordance with the law of the State of New York. Amendment No. 1 to Capital Subscription Agreement -4- 17 IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be executed by their duly authorized signatures in counterparts all as of the date first above written. NEXTEL ARGENTINA S.R.L. By: ----------------------------------- Name: Title: NEXTEL INTERNATIONAL (ARGENTINA), LTD. By: ----------------------------------- Name: Title: NEXTEL INTERNATIONAL, INC. By: ----------------------------------- Name: Title: Amendment No. 1 to Capital Subscription Agreement -5- 18 CONSENT AND AGREEMENT TO AMENDMENT Pursuant to Section 3(b)(ii) of the Amended and Restated Consent Agreement dated as of May 12, 1999 between the Parent, the Parent Shareholder and The Chase Manhattan Bank, as administrative agent (the "Administrative Agent") for the Lenders party to the Credit Agreement referred to therein, the undersigned hereby consents to the amendments provided for in this Amendment No. 1. THE CHASE MANHATTAN BANK By ---------------------- Title: Amendment No. 1 to Capital Subscription Agreement -6- EX-10.8 11 ex10-8.txt AMEND.1 TO AMENDED CAPITAL SUB AGREEMENT 1 EXHIBIT 10.8 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CAPITAL SUBSCRIPTION AGREEMENT AMENDMENT NO. 1 dated as of June 20, 2000, made by and among (i) NEXTEL ARGENTINA S.R.L. (the "Borrower"), a sociedad de responsabilidad limitada organized under the laws of Argentina, (ii) NEXTEL INTERNATIONAL (ARGENTINA), LTD. (the "Parent"), a company incorporated under the laws of the Cayman Islands, and (iii) NEXTEL INTERNATIONAL, INC. (the "Parent Shareholder"), a corporation organized under the laws of the State of Washington, United States of America. The Borrower, the Parent and the Parent Shareholder are parties to a Capital Subscription Agreement dated as of March 17, 1998 (as amended and restated by the Amended and Restated Capital Subscription Agreement dated as of May 12, 1999 and as further modified, supplemented and in effect from time to time, the "Capital Subscription Agreement") and wish to amend certain provisions of the Capital Subscription Agreement. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendments. 1.01. Definitions. The definition of "Equity Contribution" in Section 1 of the Capital Subscription Agreement is hereby amended to read in its entirety as follows: "Equity Contribution" means, as to any Person (i) the amount of cash consideration paid to such Person in exchange for newly-issued Capital Stock of such Person, (ii) the amount of any contribution of cash to such Person in respect of its Capital Stock made by any then-existing equityholder, (iii) in the case of the Borrower, the value of equipment contributed to the Parent by the Parent Shareholder, and to the Borrower by the Parent, in respect of its capital stock, so long as such equipment is newly manufactured and has been purchased by the Parent Shareholder from third party vendor(s), not an Affiliate, within 30 days prior to the date of delivery of such equipment to the Borrower and (iv) the value of payments made by the Parent Shareholder to third party vendors in respect of software, software design and software licensing utilized by the Borrower and its Subsidiaries and set forth in a certification to such effect delivered to the Administrative Agent and signed jointly by an officer of the Parent Shareholder and the Borrower, provided that the aggregate amount of such payments during any single fiscal year that may be treated as Equity Contributions shall not exceed U.S. $3,000,000. For purposes hereof, the value of any equipment contributed to the Parent and the Borrower as contemplated by the foregoing clause (iii) shall be valued at the purchase price therefor reflected on the invoice of the respective vendor, and the value of any software, software design and software licensing referred to in the foregoing clause Amendment No. 1 to Capital Subscription Agreement 2 (iv) shall be the amount thereof determined in good faith as being properly allocable to the Borrower and its Subsidiaries as set forth in the officers' certificate referred to in said clause (iv). 1.02. New Equity Contributions. Section 2(c) of the Capital Subscription Agreement is hereby amended to read in its entirety as follows: "(c) New Equity Contributions. The Parent Equity Holders shall make additional Equity Contributions to the Parent, by remitting the same in U.S. Dollars and in immediately available funds to the Equity Contribution Account or, alternatively, by contributing equipment as permitted by clause (iii) of the definition of "Equity Contribution" in Section 1 (all such additional Equity Contributions to the Parent being herein referred to as the "New Equity Contributions"), from time to time as herein provided, to the extent necessary so that the aggregate amount of (x) the Pre-Closing Equity Contributions, plus (y) the New Equity Contributions, so made in the Parent on or before the dates set forth below shall each be equal to or greater than the respective amounts set forth below beside such dates (as such amounts shall be adjusted in accordance with the proviso set forth below):

Date Amount ---- ------ Amendment No. 3 Effective Date U.S.$ 65,500,000 December 31, 1999 U.S.$ 83,500,000 March 31, 2000 U.S.$ 90,500,000 June 30, 2000 U.S.$135,000,000 September 30, 2000 U.S.$180,000,000 December 31, 2000 U.S.$218,000,000 March 31, 2001 U.S.$242,000,000 June 30, 2001 U.S.$275,000,000 September 30, 2001 U.S.$306,000,000 December 31, 2001 U.S.$328,000,000 March 31, 2002 U.S.$346,000,000 June 30, 2002 U.S.$362,000,000 September 30, 2002 U.S.$406,000,000

Amendment No. 1 to Capital Subscription Agreement -2- 3

Date Amount ---- ------ December 31, 2002 U.S.$445,000,000

provided that the amount set forth above for any date shall be reduced or increased by the amounts set forth below in the event any of the following conditions shall be met (reductions and increases in the following clauses (i) and (ii) each to be independent of the other): (i) in the event that the Borrower shall elect to reduce the cumulative permitted amount of Capital Expenditures through any December 31 as contemplated by clause (i) of Section 7.08(c) of the Credit Agreement by sending a "Notice of Capital Expenditure Reduction" to the Administrative Agent and the Lenders as provided therein, then the amount of required New Equity Contributions as at said December 31 and each date set forth in the schedule above after such December 31 shall be reduced by an equivalent amount; and (ii) in the event that the cumulative amount of EBITDA for the period (treated for these purposes as a single accounting period) commencing on January 1, 2000 through and including the fiscal quarter ending on any date set forth in the schedule below shall (x) be greater than the projected EBITDA for such period set forth in the schedule below, then the amount of required New Equity Contributions as at said date and each date set forth in the schedule above after such date shall be reduced by an equivalent amount and (y) be less than the projected EBITDA for such period set forth in the schedule below, then the amount of required New Equity Contributions as at said date and each date set forth in the schedule above after such date shall be increased by an equivalent amount:

Period Ending Amount ------------- ------ March 31, 2000 U.S.$ (3,653,390) June 30, 2000 U.S.$(12,113,100) September 30, 2000 U.S.$(17,449,154) December 31, 2000 U.S.$(22,606,002) March 31, 2001 U.S.$(25,675,686) June 30, 2001 U.S.$(27,151,089) September 30, 2001 U.S.$(27,333,601) December 31, 2001 U.S.$(26,306,524) March 31, 2002 U.S.$(24,903,776)

Amendment No. 1 to Capital Subscription Agreement -3- 4

Period Ending Amount ------------- ------ June 30, 2002 U.S.$(21,556,744) September 30, 2002 U.S.$(16,236,247) December 31, 2002 U.S.$ (8,771,888)

The amounts set forth above in the first schedule above (as so adjusted) shall be referred to in this Agreement as the "Equity Holder Commitments" of the Parent Equity Holders. The Parent may from time to time, upon not less than 10 days' prior written notice, require that the Parent Equity Holders make the New Equity Contributions contemplated hereby in advance of any date specified above, and if any such notice is given, the Parent Equity Holders shall so make such New Equity Contributions on the date and in the amount so required in such notice." SECTION 2. Miscellaneous. Except as herein provided, the Amended and Restated Capital Subscription Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in counterparts which, taken together, shall constitute a single document and any of the parties hereto may execute this Amendment No. 1 by signing nay such counterpart. Terms defined in the Amended and Restated Capital Subscription Agreement are used herein as defined therein. This Amendment No. 1 shall be governed by and construed in accordance with the law of the State of New York. Amendment No. 1 to Capital Subscription Agreement -4- 5 IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be executed by their duly authorized signatures in counterparts all as of the date first above written. NEXTEL ARGENTINA S.R.L. By: ----------------------------------- Name: Title: NEXTEL INTERNATIONAL (ARGENTINA), LTD. By: ----------------------------------- Name: Title: NEXTEL INTERNATIONAL, INC. By: ----------------------------------- Name: Title: Amendment No. 1 to Capital Subscription Agreement -5- 6 CONSENT AND AGREEMENT TO AMENDMENT Pursuant to Section 3(b)(ii) of the Amended and Restated Consent Agreement dated as of May 12, 1999 between the Parent, the Parent Shareholder and The Chase Manhattan Bank, as administrative agent (the "Administrative Agent") for the Lenders party to the Credit Agreement referred to therein, the undersigned hereby consents to the amendments provided for in this Amendment No. 1. THE CHASE MANHATTAN BANK By ---------------------- Title: Amendment No. 1 to Capital Subscription Agreement -6- EX-27 12 ex27.txt FINANCIAL DATA SCHEDULE

<ARTICLE> 5

<LEGEND> This schedule contains summary financial information extracted from the Consolidated Balance Sheet at June 30, 2000 (Unaudited) and the Consolidated Statement of Operations and Comprehensive Income for the Six Months Ended June 30, 2000 (Unaudited) and is qualified in its entirety by reference to such financial statements.

<MULTIPLIER> 1,000 <PERIOD-TYPE> 6-MOS <FISCAL-YEAR-END> DEC-31-2000 <PERIOD-START> JAN-01-2000 <PERIOD-END> JUN-30-2000 <CASH> 267,435 <SECURITIES> 29,949 <RECEIVABLES> 50,270 <ALLOWANCES> 14,143 <INVENTORY> 25,500 <CURRENT-ASSETS> 400,819 <PP&E> 896,334 <DEPRECIATION> 141,105 <TOTAL-ASSETS> 2,124,010 <CURRENT-LIABILITIES> 334,980 <BONDS> 1,666,634 <PREFERRED-MANDATORY> 0 <PREFERRED> 215,000 <COMMON> 927,690 <OTHER-SE> (1,146,864) <TOTAL-LIABILITY-AND-EQUITY> 2,124,010 <SALES> 0 <TOTAL-REVENUES> 110,800 <CGS> 0 <TOTAL-COSTS> 29,652 <OTHER-EXPENSES> 65,183 <LOSS-PROVISION> 0 <INTEREST-EXPENSE> 106,660 <INCOME-PRETAX> (240,562) <INCOME-TAX> 368 <INCOME-CONTINUING> (240,930) <DISCONTINUED> 0 <EXTRAORDINARY> 0 <CHANGES> 0 <NET-INCOME> (240,930) <EPS-BASIC> (2.01) <EPS-DILUTED> (2.01)

-----END PRIVACY-ENHANCED MESSAGE-----

EX-3.1

   1
                                                                     EXHIBIT 3.1


                             ARTICLES OF AMENDMENT
                                       OF
                           NEXTEL INTERNATIONAL, INC.


         The following Articles of Amendment are executed by the undersigned, a
Washington corporation:

         1.       The name of the corporation is Nextel International, Inc.

         2.       Effective upon filing of these Articles of Amendment with the
Secretary of State of Washington, the first paragraph of Article III of the
Articles of Incorporation of the corporation is amended to read as follows:

                  "This corporation is authorized to issue a total of
              200,037,500 shares of all classes of capital stock, divided into
              three classes as follows:

                  200,000,000 shares of common stock without par value

                  12,500 shares of Series A Exchangeable Redeemable Preferred
              Stock, par value $10.00

                  25,000 shares of Series B Redeemable Preferred Stock, par
              value $10.00"

         3.       The date of the adoption of the amendment by the shareholders
of the corporation is June 6, 2000.

         4.       The amendment was duly approved by the shareholders of the
corporation in accordance with the provisions of RCW 23B.10.030 and RCW
23B.10.040.

         5.       The manner in which the amendment to Article III provides for
an exchange of issued shares is to change each share of common stock
outstanding immediately prior to the effective date of these Articles of
Incorporation into 4 shares of common stock upon the effective date of these
Articles of Amendment, thereby giving effect to a 4-for-I stock split.

         These Articles of Amendment are executed by said corporation by its
duly authorized officer.

         DATED: June 12, 2000


                                          NEXTEL INTERNATIONAL, INC.


                                          By: /s/ Thomas J. Sidman
                                              --------------------------------
                                              Thomas J. Sidman, Vice President

EX-3.2

   1
                                                               EXHIBIT 3.2


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           NEXTEL INTERNATIONAL, INC.

         Pursuant to RCW 23B.10.070, the following constitutes Restated
Articles of Incorporation of the undersigned, a Washington corporation. These
Restated Articles of Incorporation correctly set forth without change the
corresponding provisions of the Articles of Incorporation as heretofore amended
and supersede the original Articles of Incorporation and all amendments
thereto.

                                ARTICLE I. NAME

         The name of this corporation is Nextel International, Inc.

                              ARTICLE II. PURPOSES

         This corporation is organized to engage in any business, trade or
         activity which may be conducted lawfully by a corporation organized
         under the Washington Business Corporation Act.

                              ARTICLE III. SHARES

                  This corporation is authorized to issue a total of
         200,037,500 shares of all classes of capital stock, divided into three
         classes as follows:

                  200,000,000 shares of common stock without par value

                  12,500 shares of Series A Exchangeable Redeemable Preferred
         Stock, par value $10.00

                  25,000 shares of Series B Redeemable Preferred Stock, par
         value $10.00

                  A.       Terms Of Series A Exchangeable Redeemable Preferred
         Stock

                  1.       Series A Stated Value.

                  1.1      Each share of Series A Exchangeable Redeemable
         Preferred Stock (the "Series A Preferred Stock") will have a stated
         liquidation value of $100,000 (the "Series A Stated Value"), which
         Series A Stated Value will increase annually as set forth in Section
         1.2. This corporation will issue fractional shares of Series A
         Preferred Stock




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                                                                        PAGE 1

   2


         upon the original issuance, transfer or exchange of a Series A
         Preferred Stock share, unless this corporation and the holder of such
         Series A Preferred Stock share agree upon a payment in lieu of any
         such fractional share.

                  1.2      The Series A Stated Value will increase at an annual
         rate of accretion equal to 13.625% (the "Rate of Accretion"), which
         increase will be calculated semiannually on June 30 and on December 31
         of each year during which any shares of Series A Preferred Stock
         remain outstanding (each a "Semiannual Calculation Date"). All such
         increases will be cumulative and will be calculated by multiplying the
         Series A Stated Value as of the immediately prior Semiannual
         Calculation Date (or in the case of the first semiannual increase on
         June 30, 1998, by the original Series A Stated Value as set forth in
         Section 1.1) by 106.8125%, the product of which will constitute the
         Series A Stated Value until the next such semiannual calculation. All
         calculations required hereunder will be computed on the basis of a
         360-day year of 12 30-day months.

                  2.       Dividends.  The Series A Preferred Stock has no
         profit participation or dividend rights, except as required by law.

                  3.       Series A Liquidation Rights.

                  3.1      In the event of any liquidation, dissolution or
         winding up of the business of this corporation, whether voluntary or
         involuntary, each holder of Series A Preferred Stock is entitled to
         receive, for each share thereof, out of assets of this corporation
         legally available therefor, a preferential amount in cash equal to
         (and not more than) the sum of (A) the Series A Stated Value as of the
         immediately prior Semiannual Calculation Date, plus (B) an amount
         equal to the amount of all legally required dividends or distributions
         thereon, if any, payable pursuant to Section 2, plus (C) any Interim
         Accreted Value. "Interim Accreted Value" means, for purposes of this
         Section 3.1, an amount equal to (i) the Rate of Accretion expressed as
         a daily rate from the immediately prior Semiannual Calculation Date
         through the effective date of the liquidation, dissolution or winding
         up, multiplied by (ii) the Series A Stated Value as of the immediately
         prior Semiannual Calculation Date. All preferential amounts to be paid
         to the holders of any outstanding shares of Series A Preferred Stock
         and Series B Preferred Stock in connection with a liquidation,
         dissolution or winding up will be paid before the payment or setting
         apart for payment of any amount for, or the distribution of any assets
         of this corporation to, the holders of (x)



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                                                                        PAGE 2

   3


         any series of Preferred Stock whose terms provide that the holders of
         Series A Preferred Stock should receive preferential payment with
         respect to such distribution (to the extent of such preference) or (y)
         common stock. If in any such distribution the assets of this
         corporation are insufficient to pay the holders of the outstanding
         shares of the Series A Preferred Stock (and the holders of any Series
         B Preferred Stock and any other class or series of capital stock
         ranking on a parity with the Series A Preferred Stock as to
         distributions in the event of a liquidation, dissolution or winding up
         of this corporation) the full amounts to which they may be entitled,
         such holders will share ratably in any distribution of assets in
         accordance with the sums which would be payable on such distribution
         if all sums payable thereon were paid in full. In liquidation, shares
         of Series A Preferred Stock and Series B Preferred Stock will rank on
         a pari passu basis.

                  3.2      Holders of shares of Series A Preferred Stock will
         not be entitled to receive any amounts with respect to any
         liquidation, dissolution or winding up of this corporation other than
         the amounts provided in this Section 3. Neither a merger nor
         consolidation of this corporation into or with another corporation nor
         a merger or consolidation of any other corporation into or with this
         corporation, nor a sale, transfer, mortgage, pledge or lease of all or
         any part of the assets of this corporation will be deemed to be a
         liquidation, dissolution or winding up of this corporation for
         purposes of this Section 3.

                  4.       Series A Voting Rights.

                  4.1      On matters as to which they are entitled to vote,
         the holders of Series A Preferred Stock will be entitled to the number
         of votes per share (calculated as of the date of any such vote) that
         is equal to the Series A Stated Value as of the immediately prior
         Semiannual Calculation Date divided by 100,000. The holders of Series
         A Preferred Stock will vote separately as a class on all matters as to
         which they are entitled to vote, except as otherwise provided herein.
         Any action that may be taken hereunder by the holders of the Series A
         Preferred Stock at a meeting may be taken by the written consent of
         the holders of shares of Series A Preferred Stock outstanding and
         entitled to vote thereon.

                  4.2      Unless it has been approved by the vote of the
         holders of a majority of the shares of Series A Preferred Stock and
         Series B Preferred Stock outstanding, voting together as if they
         constituted a single class, no amendment to the Restated Articles of
         Incorporation of this corporation can become effective if it (A)
         creates or authorizes the



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   4

         creation of any class or series of capital stock (other than the
         Series B Preferred Stock) ranking on parity with or superior to the
         Series A Preferred Stock or the Series B Preferred Stock in any
         respect or (B) alters or changes the powers, preferences or rights of
         shares of Series A Preferred Stock or Series B Preferred Stock in a
         manner adverse to the holders of Series A Preferred Stock and Series B
         Preferred Stock.

                  4.3      Unless holders of a majority of the shares of Series
         A Preferred Stock and Series B Preferred Stock outstanding, voting
         together as if they constituted a single class, have given their
         approval, this corporation is not authorized to merge, reorganize,
         recapitalize, consolidate or consummate a share exchange (each a
         "Transaction") if (A) the GAAP Net Worth of the successor or resulting
         entity on a pro forma basis after giving effect to the Transaction
         (and any related transactions) is not equal to or greater than the
         GAAP Net Worth of this corporation immediately prior to the
         Transaction, or (B) the priority of the Series A Preferred Stock or
         the Series B Preferred Stock in the capital stock of the successor or
         resulting entity will rank on parity with or junior to any class or
         series of capital stock that has been created or issued without the
         approval of the Series A Preferred Stock and the Series B Preferred
         Stock pursuant to Section 4.2. "GAAP Net Worth" means the net worth of
         this corporation or any successor or resulting entity, as the case may
         be, calculated in accordance with generally accepted accounting
         principles, as in effect from time to time, on a basis consistent with
         past practice.

                  4.4      No dividend or other distribution will be declared
         or paid on the common stock or any other stock of this corporation
         ranking junior to or ranking pari passu with the Series A Preferred
         Stock (except any outstanding Series B Preferred Stock) without the
         prior consent of the holders of a majority of the shares of Series A

                  Preferred Stock outstanding, and until any legally required
         dividends or distributions owing on the Series A Preferred Stock have
         been paid in full.

                  4.5      In addition to the voting rights set forth herein,
         the holders of Series A Preferred Stock will be entitled to exercise
         such voting rights as may be provided to them under Washington law to
         the extent such voting rights are not inconsistent with those set
         forth herein. Nothing herein should be read or construed as limiting
         such voting rights.



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                                                                        PAGE 4

   5

                  5.       Exchange for Series B Preferred Stock.

                  5.1      Series A Exchange Right.

                  5.1.1    Each holder of Series A Preferred Stock may, at any
         time following a Exchange Trigger Event, exchange any or all of such
         holder's shares of Series A Preferred Stock into such number of fully
         paid and non-assessable shares of Series B Preferred Stock as equals
         (A) the sum of the Series A Stated Value as of the immediately prior
         Semiannual Calculation Date plus any Interim Accreted Value of such
         Series A Preferred Stock, multiplied by (B) the number of shares of
         Series A Preferred Stock being exchanged, divided by (C) the Series B
         Stated Value (as defined in Section 1 of the Terms of Series B
         Redeemable Preferred Stock). For purposes of this Section 5.1.1,
         "Interim Accreted Value" means an amount equal to (i) the Rate of
         Accretion expressed as a daily rate from the immediately prior
         Semiannual Calculation Date through the date of exchange, multiplied
         by (ii) the Series A Stated Value as of the immediately prior
         Semiannual Calculation Date. To the extent necessary, this corporation
         will issue fractional shares of Series B Preferred Stock upon any
         exchange pursuant to this Section 5, unless this corporation and the
         holder of the Series A Preferred Stock being exchanged agree upon a
         payment in lieu of any such fractional share. In order to exercise the
         exchange privilege under this Section 5.1.1, a holder of shares of
         Series A Preferred Stock must give written notice to this corporation
         at its principal office stating the holder's name and address and the
         number of shares of Series A Preferred Stock such holder elects to
         exchange.

                  5.1.2    "Exchange Trigger Event" means (A) the
         recapitalization or reorganization of this corporation; (B) a
         registered, underwritten public offering of any capital stock of this
         corporation; (C) the sale or other disposition by Nextel
         Communications, Inc., a Delaware corporation ("Nextel Communications")
         or a wholly owned subsidiary of Nextel Communications, of shares of
         common stock of this corporation or (D) the issuance of shares of
         common stock by this corporation, such that following any event
         covered by clause (C) or (D) above, Nextel Communications owns less
         than fifty percent (50%) of this corporation's outstanding shares of
         common stock.

                  5.1.3    At such time as any certificate or certificates
         representing the Series A Preferred Stock that has been exchanged are
         surrendered to this corporation, this corporation will issue and
         deliver a certificate or certificates representing the appropriate
         number of shares of Series B



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                                                                        PAGE 5

   6


         Preferred Stock (calculated pursuant to Section 5.1.1) to each former
         holder of Series A Preferred Stock participating in the exchange. In
         case of the exchange under Section 5.1.1 of only a part of the shares
         of Series A Preferred Stock represented by a certificate surrendered
         to this corporation, this corporation will forthwith issue and deliver
         a new certificate for the number of shares of Series A Preferred Stock
         that have not been exchanged. Until any certificate or certificates
         representing Series A Preferred Stock that has been exchanged are
         surrendered and a certificate or certificates representing the Series
         B Preferred Stock into which such Series A Preferred Stock has been
         exchanged has been issued and delivered, the certificate or
         certificates representing the shares of Series A Preferred Stock that
         have been exchanged will represent the shares of Series B Preferred
         Stock into which such shares of Series A Preferred Stock have been
         exchanged. This corporation will pay all documentary, stamp or similar
         issue or transfer tax, if any, due on the issue of shares of Series B
         Preferred Stock issuable upon exchange of the Series A Preferred
         Stock.

                  6.       Redemption.

                  6.1      Corporation's Right to Redeem. This corporation may
         (A) in its sole discretion and at any time, redeem all shares of the
         Series A Preferred Stock outstanding or (B) with the prior consent of
         the holders of a majority of such shares outstanding, redeem a portion
         of the Series A Preferred Stock then outstanding, on a pro rata basis,
         in either case at a total per share redemption price equal to the sum
         of the Series A Stated Value as of the immediately prior Semiannual
         Calculation Date plus any Interim Accreted Value. "Interim Accreted
         Value," for purposes of this Section 6.1, means an amount equal to (i)
         the Rate of Accretion expressed as a daily rate from the immediately
         prior



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                                                                        PAGE 6


   7



         Semiannual Calculation Date through the Series A Redemption Date,
         multiplied by (ii) the Series A Stated Value as of the immediately
         prior Semiannual Calculation Date.

                  6.2      Series A Redemption Notice.

                  6.2.1    Subject to the requirements of Section 6.1, this
         corporation may call all or a portion of the outstanding shares of
         Series A Preferred Stock for redemption and set a date for the
         redemption (the "Series A Redemption Date"). Notice of such proposed
         redemption (the "Series A Redemption Notice") must be mailed at least
         45 days prior to the Series A Redemption Date to all holders of shares
         of Series A Preferred Stock at their respective addresses as the same
         appear on the stock record books of this corporation. Each Series A
         Redemption Notice will state (A) the Series A Redemption Date, (B) the
         Series A Redemption Price, (C) the place or places where such shares
         of Series A Preferred Stock are to be surrendered, and (D) that
         legally required dividends or distributions, if any, on shares of
         Series A Preferred Stock to be redeemed will cease to accrue on the
         Series A Redemption Date. No defect in any such notice as to any
         shares of Series A Preferred Stock will affect the proceedings for the
         redemption of any shares of Series A Preferred Stock.

                  6.2.2    Upon surrender in accordance with the Series A
         Redemption Notice of the certificates for any shares of Series A
         Preferred Stock so redeemed (properly endorsed or assigned for
         transfer, if the Board of Directors so requires and the notice so
         states), such shares of Series A Preferred Stock will be redeemed by
         this corporation, which will make payment to the surrendering holder
         in an amount equal to the product of the applicable Series A
         Redemption Price multiplied by the number of shares of Series A
         Preferred Stock being surrendered by such holder for redemption.

                  6.3      Payment Prior to Series A Redemption Date.

                  6.3.1    If a Series A Redemption Notice is duly given as
         provided for above, or if this corporation has given to the bank or
         trust company hereinafter referred to irrevocable authorization to
         give or complete such Series A Redemption Notice, and if prior to the
         applicable Series A Redemption Date the funds necessary for such
         redemption have been deposited by this corporation with a bank or
         trust company in good


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                                                                        PAGE 7

   8


         standing (which bank or trust company will have been identified in a
         written notice given to the holders whose shares of Series A Preferred
         Stock are to be redeemed), organized under the laws of the United
         States of America or a State thereof, having a capital surplus and
         undivided profits aggregating at least $100,000,000 according to its
         last published statement of condition, in trust for the pro rata
         benefit of the holders of the shares of Series A Preferred Stock so
         called for or otherwise subject to redemption, so as to be, and to
         continue to be, available therefor, then, notwithstanding that any
         certificate for shares of Series A Preferred Stock so called for or
         otherwise subject to redemption may not have been surrendered for
         cancellation, all shares of Series A Preferred Stock so called for or
         otherwise subject to redemption will no longer be deemed to be
         outstanding on and after such Series A Redemption Date, and all rights
         with respect to such shares will forthwith cease and terminate at the
         close of business on such Series A Redemption Date, except only the
         right of the holders thereof to receive, out of the funds so set aside
         in trust, the amount payable on redemption thereof, without interest.
         Any interest accrued on any funds so deposited will be the property of
         this corporation and will be paid to this corporation from time to
         time.

                  6.3.2    Any funds set aside or deposited, as the case may
         be, in accordance with Section 6.3.1 that remain unclaimed at the end
         of one year from the applicable Series A Redemption Date will be
         released or repaid to this corporation, after which the holders of the
         shares of Series A Preferred Stock so called for redemption will look
         only to this corporation for payment of the amount payable on
         redemption thereof, without interest, subject to the applicable law of
         escheat.

                  7.       Other Provisions.

                  7.1      Issuance of Shares. This corporation will not issue,
         or enter into any commitment to issue, shares of Series A Preferred
         Stock except (A) pursuant to the terms of any agreement in effect on
         the date that the Articles of Amendment of the Restated Articles of
         Incorporation of this corporation establishing the powers, preferences
         and rights of the Series A Preferred Stock were originally filed with
         the Secretary of State of the State of Washington, or (B) such other
         issuances or issuance commitments as have been approved in advance by
         the vote of the holders of a majority of the shares of Series A
         Preferred Stock and Series B Preferred Stock outstanding, voting
         together as if they constituted a single class.


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                                                                        PAGE 8

   9


                  7.2      Cancellation of Shares of Series A Preferred Stock.
         No share or shares of Series A Preferred Stock acquired by this
         corporation for any reason can be reissued, and all such shares will
         be canceled, retired and eliminated from the shares of Series A
         Preferred Stock which this corporation is authorized to issue.

                  7.3      Reservation of Shares. This corporation will at all
         times reserve from its authorized Series B Preferred Stock a
         sufficient number of shares to provide for exchange of all shares of
         Series A Preferred Stock from time to time outstanding.

                  7.4      Notices. This corporation will provide to each
         holder of shares of Series A Preferred Stock a copy of any materials
         delivered to the holders of any other shares of this corporation's
         capital stock by or on behalf of this corporation at the same time
         such materials are being delivered to such other holders.

                  7.5      Record Holders. This corporation and its transfer
         agent, if any, for the shares of Series A Preferred Stock, may deem
         and treat the record holder of any shares of Series A Preferred Stock
         as the sole true and lawful owner thereof for all purposes, and
         neither this corporation nor any such transfer agent will be affected
         by any notice to the contrary.

                  B.       Terms of Series B Redeemable Preferred Stock

                  1.       Series B Stated Value. Each share of Series B
         Redeemable Preferred Stock (the "Series B Preferred Stock") will have
         a liquidation preference at a stated value, calculated at the time the
         first share(s) of Series A Preferred Stock are exchanged into share(s)
         of Series B Preferred Stock, equal to the Series A Stated Value as of
         the immediately prior Semiannual Calculation Date plus an amount equal
         to any Interim Accreted Value (the "Series B Stated Value"). "Interim
         Accreted Value," for the purposes of this Section 1, means an amount
         equal to (i) the Rate of Accretion expressed as a daily rate from the
         immediately prior Semiannual Calculation Date through the date of
         exchange, multiplied by (ii) the Series A Stated Value as of the
         immediately prior Semiannual Calculation Date. This corporation will
         issue fractional shares of Series B Preferred Stock upon the original
         issuance, transfer or exchange of a Series B Preferred Stock share,
         unless this corporation and the holder of such Series B Preferred
         Stock share agree upon a payment in lieu of any such fractional share.
         All future issuances of Series B Preferred Stock, following the first
         such



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   10


         issuance, will be made at the Series B Stated Value.

                  2.       Dividends.

                  2.1(a)   Beginning on their date of issuance, holders of
         Series B Preferred Stock will be entitled to receive, when, as and if
         declared by the Board of Directors, out of funds legally available
         therefor, dividends on each share of Series B Preferred Stock
         outstanding held by them, at a rate per annum equal to 13.625% of the
         Series B Stated Value, or a daily rate of 0.0378% of the Series B
         Stated Value (the "Daily Rate"). Such dividends will be cumulative,
         whether or not earned or declared, and will be payable quarterly in
         arrears on March 31, June 30 and September 30, December 31 (each a
         "Distribution Date") of each year or portion thereof ending on or
         prior to March 12, 2010 (such twelve-year period, the "Initial Term")
         during which any shares of Series B Preferred Stock remain outstanding
         and also shall be payable in arrears on March 12, 2010 with respect to
         the period from January 1, 2010 to March 12, 2010 if any shares of
         Series B Preferred Stock remain outstanding.

                   (b)     During each twelve-month period beginning on March
         13, 2010 and on each subsequent March 13 (each, a "Subsequent Year"),
         holders of Series B Preferred Stock will be entitled to receive, when,
         as and if declared by the Board of Directors, out of funds legally
         available therefor, dividends on each share of Series B Preferred
         Stock outstanding held by them, at a rate per annum equal to 18.00% of
         the Series B Stated Value, or a daily rate of 0.0500% of the Series B
         Stated Value (the "Subsequent Year Daily Rate"). Such dividends will
         be cumulative, whether or not earned or declared, and will be payable
         on June 12, September 12, and December 12, March 12 in each such
         Subsequent Year, commencing on June 12, 2010 (each, a "Subsequent Year
         Distribution Date") if any shares of Series B Preferred Stock remain
         outstanding.

                  2.2      Dividends on the Series B Preferred Stock will be
         will be computed on the basis of a 360-day year of twelve 30-day
         months.

                  2.3      References herein to the "Appropriate Year" shall
         mean a year during the Initial Term or a Subsequent Year, as
         appropriate to the context. References herein to the "Appropriate
         Daily Rate" shall mean the Daily Rate or a Subsequent Year Daily Rate,
         as appropriate to the context. References herein to an "Appropriate
         Distribution Date" shall mean a Distribution Date or a Subsequent Year
         Distribution Date, as appropriate to the context.



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                  2.4      Dividends payable on the outstanding shares of
         Series B Preferred Stock shall be paid in cash or, at the option of
         this corporation, in additional fully paid and non-assessable shares
         of Series B Preferred Stock having an aggregate Series B Stated Value
         equal to the amount of such dividends ("PIK Dividend Shares");
         PROVIDED, THAT, PIK Dividend Shares may not be issued to pay any
         amount of accrued but unpaid dividends or distributions due pursuant
         to Section 3 below, or any amount of accrued but unpaid dividends or
         distributions due pursuant to Section 5 below. All PIK Dividend
         Shares, from and after their issuance on the Appropriate Distribution
         Date, shall have the same rights and privileges as any other
         outstanding shares of Series B Preferred Stock.

                  3.       Series B Liquidation Rights.

                  3.1      In the event of any liquidation, dissolution or
         winding up of the business of this corporation, whether voluntary or
         involuntary, each holder of Series B Preferred Stock will be entitled
         to receive, for each share thereof, out of assets of this corporation
         legally available therefor, a preferential amount in cash equal to
         (and not more than) the sum of (A) the Series B Stated Value plus (B)
         an amount equal to the amount of all declared (or due to be declared),
         but unpaid dividends or distributions thereon, if any, payable
         pursuant to Section 2.1 during each Appropriate Year, plus an amount
         equal to the Appropriate Daily Rate multiplied by the Series B Stated
         Value, multiplied by the number of days since the immediately prior
         Appropriate Distribution Date. All preferential amounts to be paid to
         the holders of any outstanding shares of Series B Preferred Stock and
         Series A Preferred Stock in connection with such liquidation,
         dissolution or winding up will be paid before the payment or setting
         apart for payment of any amount for, or the distribution of any assets
         of this corporation to, the holders of (i) any other series of
         preferred stock whose terms provide that the holders of Series B
         Preferred Stock should receive preferential payment with respect to
         such distribution (to the extent of such preference) or (ii) common
         stock. If in any such distribution the assets of this corporation are
         insufficient to pay the holders of the outstanding shares of the
         Series B Preferred Stock (and the holders of any Series A Preferred
         Stock and any class or series of capital stock ranking on a parity
         with the Series B Preferred Stock as to distributions in the event of
         a liquidation, dissolution or winding up of this corporation) the full
         amounts to which they may be entitled, such holders will share ratably
         in any distribution of assets in accordance with the sums which would
         be payable upon such distribution if all sums payable thereon were
         paid



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                                                                       PAGE 11

   12

         in full. In liquidation, shares of Series B Preferred Stock and Series
         A Preferred Stock will rank on a pari passu basis.

                  3.2      Holders of shares of Series B Preferred Stock will
         not be entitled to receive any amounts with respect to any
         liquidation, dissolution or winding up of this corporation other than
         the amounts provided in this Section 3. Neither a merger nor
         consolidation of this corporation into or with another corporation nor
         a merger or consolidation of any other corporation into or with this
         corporation, nor a sale, transfer, mortgage, pledge or lease of all or
         any part of the assets of this corporation will be deemed to be a
         liquidation, dissolution or winding up of this corporation for
         purposes of this Section 3.

                  4.       Series B Voting Rights.

                  4.1      On all matters as to which they are entitled to
         vote, the holders of Series B Preferred Stock will be entitled to the
         number of votes per share (calculated as of the date of any such vote)
         that is equal to the Series B Stated Value divided by 100,000. The
         holders of Series B Preferred Stock will vote separately as a class on
         all matters as to which they are entitled to vote, except as otherwise
         provided herein. Any action that may be taken hereunder by the holders
         of the Series B Preferred Stock at a meeting may be taken by the
         written consent of the holders of shares of Series B Preferred Stock
         outstanding and entitled to vote thereon.

                  4.2      Immediately following the issuance of any shares of
         Series B Preferred Stock, the number of Directors constituting the
         Board of Directors will be adjusted to permit the holders of the
         majority of the then outstanding shares of Series B Preferred Stock,
         voting separately as a class, to elect one additional Director to the
         Board of Directors (the "Series B Director"). The Series B Director's
         initial term will expire at the next regularly scheduled meeting of
         the holders of the common stock of this corporation, at which meeting
         the holders of shares of Series B Preferred Stock outstanding voting
         separately as a class will be entitled to elect one Director. Any
         individual elected to the Board of Directors by vote of the Series B
         Preferred Stock pursuant to this Section 4.2 is referred to herein as
         a "Series B Director."

                  4.3      A Series B Director may only be removed from office
         by the vote of the holders of a majority of shares of Series B
         Preferred

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                                                                       PAGE 12

   13


         Stock outstanding, voting separately as a class. Except as set forth
         in Section 4.7, any vacancy for the Series B Director position may be
         filled only by the vote of the holders of a majority of shares of
         Series B Preferred Stock outstanding, voting separately as a class.

                  4.4      If dividends on the Series B Preferred Stock are in
         arrears and unpaid for four consecutive quarterly periods or for any
         six quarterly periods (whether or not consecutive) (each, a "Dividend
         Default"), then the number of Directors constituting the Board of
         Directors will be adjusted to permit the holders of the majority of
         the then outstanding shares of Series B Preferred Stock, voting
         separately as a class, to elect an additional Director (the "Series B
         Default Director"). For the purpose of determining the number of
         quarterly periods for which accrued dividends have not been paid, any
         accrued and unpaid dividend that is subsequently paid will not be
         treated as unpaid.

                  4.5      The right of the holders of Series B Preferred Stock
         to elect the Series B Default Director as described above will
         continue until such time as all accumulated dividends that are in
         arrears on the Series B Preferred Stock are paid in full, at which
         time the term of any Series B Default Director elected pursuant to
         Section 4.4 hereof will terminate and the number of Directors
         constituting the Board of Directors will be reduced to the number
         necessary to reflect the termination of the right of the holders of
         the Series B Preferred Stock to elect a Series B Default Director,
         subject always to the same provisions for the renewal and divestment
         of such special voting rights in the case of any future Dividend
         Default. At any time after voting power to elect a Series B Default
         Director has become vested and is continuing in the holders of shares
         of the Series B Preferred Stock pursuant to Section 4.4 hereof, or if
         a vacancy exists in the office of the Series B Default Director
         elected by the holders of shares of the Series B Preferred Stock, an
         officer of this corporation may, and upon the written request of the
         record holders of at least 25% of the shares of Series B Preferred
         Stock then outstanding addressed to the secretary of this corporation
         must, call a special meeting of the holders of the Series B Preferred
         Stock, for the purpose of electing a new Series B Default Director. If
         such meeting is called by an officer of this corporation within 30
         days after personal service of said written request upon the secretary
         of this corporation, or within 30 days after mailing the same within
         the United States by certified mail, addressed to the secretary of
         this corporation at its principal executive offices, then the holders
         of record of at least 25% of the shares of the Series B Preferred
         Stock outstanding may designate in



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                                                                       PAGE 13

   14

         writing one of their number to call such meeting at the expense of
         this corporation, and such meeting may be called by the person so
         designated upon the notice required for the annual meetings of
         shareholders of this corporation and will be held at the place for
         holding the annual meetings of shareholders or such other place in the
         United States as may be designated in such notice. Notwithstanding the
         provisions of this Section 4.5, no such special meeting need be called
         if any such request is received less than 40 days before the day fixed
         for the next ensuing annual or special meeting of shareholders of this
         corporation. This corporation will provide any holder of shares of the
         Series B Preferred Stock so designated access to the lists of holders
         of shares of the Series B Preferred Stock for purposes of calling a
         meeting pursuant to the provisions of this Section 4.5.

                  4.6      At any meeting held for the purpose of electing a
         Series B Director or a Series B Default Director, the presence in
         person or by proxy of the holders of at least a majority of the shares
         of Series B Preferred Stock outstanding will be required to constitute
         a quorum of such Series B Preferred Stock.

                  4.7      Any vacancy occurring in the office of the Series B
         Director can be filled by a then serving Series B Default Director, if
         any, and any vacancy occurring in the office of the Series B Default
         Director, if applicable, can be filled by any then serving Series B
         Director, in either case unless and until the holders of a majority of
         the shares of Series B Preferred Stock outstanding elect another
         person to fill any such vacancy.

                  4.8      Upon the redemption of the last share of Series B
         Preferred Stock then outstanding, the number of Directors constituting
         the Board of Directors will be adjusted to eliminate any then existing
         Series B Director or Series B Default Director seats, subject always
         to the provisions of this Section 4 for the renewal and divestment of
         such special Series B Preferred Stock voting rights on the subsequent
         issuance of any shares of Series B Preferred Stock.

                  4.9      Unless it has been approved by the vote of the
         holders of a majority of shares of Series A Preferred Stock and Series
         B Preferred Stock outstanding, each voting together as if they
         constituted a single class, no amendment to the Restated Articles of
         Incorporation of this corporation can become effective if it (A)
         creates or authorizes the creation of any class or series of capital
         stock (other than the Series A Preferred Stock) ranking on parity with
         or superior to the Series A


- ------------------------------------------------------------------------------
                                                                       PAGE 14

   15


         Preferred Stock or the Series B Preferred Stock in any respect or (B)
         alters or changes the powers, preferences or rights of shares of
         Series B Preferred Stock in a manner adverse to the holders of the
         Series A Preferred Stock or the Series B Preferred Stock.

                  4.10     Unless holders of a majority of shares of Series A
         Preferred Stock and Series B Preferred Stock outstanding, voting
         together as if they constituted a single class, have given their
         approval, this corporation is not authorized to participate or engage
         in any Transaction if (A) the GAAP Net Worth of the successor or
         resulting entity on a pro forma basis after giving effect to the
         Transaction (and any related transactions) is not equal to or greater
         than the GAAP Net Worth of this corporation immediately prior to the
         Transaction or (B) the priority of the Series B Preferred Stock in the
         capital stock of the successor or resulting entity is on parity with
         or junior to any class or series of capital stock that has been
         created or issued without the approval of the Series A Preferred Stock
         and Series B Preferred Stock pursuant to Section 4.9.

                  4.11     No dividend or other distribution will be declared
         or paid on the common stock or any other stock of this corporation
         ranking junior to or ranking pari passu with the Series B Preferred
         Stock (except as required by law on any outstanding Series A Preferred
         Stock) without the prior consent of the holders of a majority of the
         shares of Series B Preferred Stock outstanding and until any dividends
         or distributions owing on the Series B Preferred Stock have been paid
         in full.

                  4.12     In addition to the voting rights set forth herein,
         the holders of Series B Preferred Stock will be entitled to exercise
         such voting rights as may be provided to them under Washington law to
         the extent such voting rights are not inconsistent with those set
         forth herein. Nothing herein should be read or construed as limiting
         such voting rights.

                  5.       Redemption of Series B Preferred Stock.

                  5.1      Corporation's Right to Redeem. This corporation may
         (A) in its sole discretion and at any time, redeem all shares of the
         Series B Preferred Stock outstanding, or (B) with the consent of the
         holders of a majority of such shares outstanding, redeem a portion of
         the Series B Preferred Stock then outstanding, on a pro rata basis, in
         either case at a total per share redemption price equal to the sum of
         the Series B Stated Value, plus an amount equal to the amount of all
         declared (or due to be declared), but unpaid dividends or
         distributions thereon, if any, payable


- ------------------------------------------------------------------------------
                                                                       PAGE 15

   16


         pursuant to Section 2.1, through the immediately prior Appropriate
         Distribution Date, plus an amount equal to the product of the
         Appropriate Daily Rate multiplied by the Series B Stated Value,
         multiplied by the number of days since the immediately prior
         Appropriate Distribution Date (the "Series B Redemption Price").

                  5.2      Series B Redemption Notice.

                  5.2.1    Subject to the provisions of Section 5.1, this
         corporation may call all or a portion of the outstanding shares of
         Series B Preferred Stock for redemption and set a date for the
         redemption (the "Series B Redemption Date"). Notice of a proposed
         redemption pursuant to Section 5.1 (each such notice a "Series B
         Redemption Notice") must be mailed at least 45 days prior to the
         Series B Redemption Date to all holders of shares of Series B
         Preferred Stock at their respective addresses as the same appear on
         the stock record books of this corporation. Each Series B Redemption
         Notice will state (A) the Series B Redemption Date, (B) the Series B
         Redemption Price, (C) the place or places where such shares of Series
         B Preferred Stock are to be surrendered, and (D) that dividends on
         shares of Series B Preferred Stock to be redeemed will cease to accrue
         on the Series B Redemption Date. No defect in any such notice as to
         any shares of Series B Preferred Stock will affect the proceedings for
         the redemption of any shares of Series B Preferred Stock.

                  5.2.2    Upon surrender in accordance with the Series B
         Redemption Notice of the certificates for any shares of Series B
         Preferred Stock so redeemed (properly endorsed or assigned for
         transfer, if the Board of Directors so requires and the notice so
         states), such shares of Series B Preferred Stock will be redeemed by
         this corporation, which will make payment to the surrendering holder
         in an amount equal to the product of the applicable Series B
         Redemption Price, multiplied by the number of shares of Series B
         Preferred Stock being surrendered by such holder for redemption.

                  5.3      Payment Prior to Series B Redemption Date.

                  5.3.1    If a Series B Redemption Notice is duly given as
         provided for above, or if this corporation has given to the bank or
         trust company hereinafter referred to irrevocable authorization to
         give or complete such Series B Redemption Notice, and if prior to the
         applicable Series B Redemption Date the funds necessary for such
         redemption will have been deposited by this corporation with a bank or
         trust company in good


- ------------------------------------------------------------------------------
                                                                       PAGE 16

   17


         standing (which bank or trust company will have been identified in a
         written notice given to the holders whose shares of Series B Preferred
         Stock are to be redeemed), organized under the laws of the United
         States of America or a State thereof, having a capital surplus and
         undivided profits aggregating at least $100,000,000 according to its
         last published statement of condition, in trust for the pro rata
         benefit of the holders of the shares of Series B Preferred Stock so
         called for or otherwise subject to redemption, so as to be, and to
         continue to be, available therefor, then, notwithstanding that any
         certificate for shares of Series B Preferred Stock so called for or
         otherwise subject to redemption may not have been surrendered for
         cancellation, all shares of Series B Preferred Stock so called for or
         otherwise subject to redemption will no longer be deemed to be
         outstanding on and after such Series B Redemption Date and all rights
         with respect to such shares will forthwith cease and terminate at the
         close of business on such Series B Redemption Date, except only the
         right of the holders thereof to receive, out of the funds so set aside
         in trust, the amount payable on redemption thereof, without interest.
         Any interest accrued on any funds so deposited will be the property of
         this corporation and will be paid to this corporation from time to
         time.

                  5.3.2    Any funds set aside or deposited, as the case may
         be, in accordance with Section 5.3.1 that remain unclaimed at the end
         of one year from the applicable Series B Redemption Date will be
         released or repaid to this corporation, after which the holders of the
         shares of Series B Preferred Stock so called for redemption will look
         only to this corporation for payment of the amount payable on
         redemption thereof, without interest, subject to the applicable law of
         escheat.

                  6.       Other Provisions.

                  6.1      Issuance of Shares. This corporation will not issue,
         or enter into any commitment to issue, shares of Series B Preferred
         Stock except (A) in exchange of shares of Series A Preferred Stock on
         the terms and subject to the conditions set forth in the Terms of
         Series A Exchangeable Redeemable Preferred Stock, or (B) as PIK
         Dividend Shares as contemplated in accordance with Section 2.4 above,
         or (C) such other issuances or issuance as have been approved in
         advance by the vote of the holders of a majority of the shares of any
         Series A Preferred Stock and Series B Preferred Stock outstanding,
         voting together as if they constituted a single class.

                  6.2      Cancellation of Shares of Series B Preferred Stock.
         No


- ------------------------------------------------------------------------------
                                                                       PAGE 17

   18


         share or shares of Series B Preferred Stock acquired by this
         corporation for any reason will be reissued, and all such shares will
         be canceled, retired and eliminated from the shares of Series B
         Preferred Stock which this corporation is authorized to issue.

                  6.3      Reservation of Shares. This corporation will at all
         times reserve from its authorized Series B Preferred Stock a
         sufficient number of shares to provide for exchange of all shares of
         Series A Preferred Stock from time to time outstanding and for payment
         of the maximum amount of PIK Dividend Shares issuable in respect of
         all Shares of Series B Preferred Stock from time to time outstanding.

                  6.4      Notices. This corporation will provide to each
         holder of shares of Series B Preferred Stock a copy of any materials
         delivered to the holders of any other shares of this corporation's
         capital stock by or on behalf of this corporation at the same time
         such materials are being delivered to such other holders.

                  6.5      Record Holders. This corporation and its transfer
         agent, if any, for the Series B Preferred Stock, may deem and treat
         the record holder of any shares of Series B Preferred Stock as the
         sole true and lawful owner thereof for all purposes, and neither this
         corporation nor any such transfer agent will be affected by any notice
         to the contrary.



- ------------------------------------------------------------------------------
                                                                       PAGE 18

   19



                        ARTICLE IV. NO PREEMPTIVE RIGHTS

         Except as may otherwise be provided by the Board of Directors, no
         preemptive rights shall exist with respect to shares of stock or
         securities convertible into shares of stock of this corporation.

                        ARTICLE V. NO CUMULATIVE VOTING

         At each election for directors, every shareholder entitled to vote at
         such election has the right to vote in person or by proxy the number
         of shares held by such shareholder for as many persons as there are
         directors to be elected. No cumulative voting for directors shall be
         permitted.

                               ARTICLE VI. BYLAWS

         The Board of Directors shall have the power to adopt, amend or repeal
         the Bylaws or adopt new Bylaws. Nothing herein shall deny the
         concurrent power of the shareholders to adopt, alter, amend or repeal
         the Bylaws.

                    ARTICLE VII. REGISTERED AGENT AND OFFICE

         The name of the registered agent of this corporation and the address
         of its registered office are Lawco of Washington, Inc., 1201 Third
         Avenue, 40th Floor, Seattle, Washington 98101-3099.

                            ARTICLE VIII. DIRECTORS

         The number of directors of this corporation shall be determined in the
         manner specified by the Bylaws and may be increased or decreased from
         time to time in the manner provided therein. At the time of the
         restatement of these Articles of Incorporation, the following persons
         are serving as the directors of this corporation are as follows:



         Name                               Address
         ----                               -------
                                         
         Daniel F. Akerson                  2001 Edmund Halley Drive
                                            Reston, VA  20191

         Timothy M. Donahue                 2001 Edmund Halley Drive
                                            Reston, VA  20191



- ------------------------------------------------------------------------------
                                                                       PAGE 19

   20

                                         
         Keith D. Grinstein                 1191 Second Avenue, Suite 1600
                                            Seattle, WA 98101

         C. James Judson                    2320 Carillon Point
                                            Kirkland, WA 98033

         Craig O. McCaw                     2320 Carillon Point
                                            Kirkland, WA 98033

         Steven M. Shindler                 2001 Edmund Halley Drive
                                            Reston, VA  20191

         Dennis M. Weibling                 2320 Carillon Point
                                            Kirkland, WA 98033

         Steven P. Dussek                   2001 Edmund Halley Drive
                                            Reston, VA  20191



                            ARTICLE IX. INCORPORATOR

         The name and address of the incorporator is as follows:



         Name                               Address
         ----                               -------
                                         
         C. James Judson                    2600 Century Square
                                            1501 4th Avenue
                                            Seattle, WA 98101-1688


                 ARTICLE X. LIMITATION OF DIRECTORS' LIABILITY

         A director shall have no liability to the corporation or its
         shareholders for monetary damages for conduct as a director, except
         for acts or omissions that involve intentional misconduct or for
         conduct violating RCW 23B.08.302, or for any transaction from which
         the director will personally receive a benefit in money, property or
         services to which the director is not legally entitled. If the
         Washington Business Corporation Act is hereafter amended to authorize
         corporate action further eliminating or limiting the personal
         liability of directors, then the liability of a director shall be
         eliminated or limited to the full extent permitted by the Washington
         Business Corporation Act, as so amended. Any repeal or modification of
         this Article shall not adversely affect any right or protection of a
         director of the corporation existing at the time of



- ------------------------------------------------------------------------------
                                                                       PAGE 20

   21


         such repeal or modification occurring prior to such repeal or
         modification.

                        ARTICLE XI. SHAREHOLDER ACTIONS

         Any action required or permitted to be taken at a shareholders'
         meeting may be taken without a meeting or a vote if either:

                  (i)      the action is taken by all shareholders entitled to
         vote on the action; or

                  (ii)     So long as this corporation is not a public company,
         the action is taken by shareholders holding of record, or otherwise
         entitled to vote, in the aggregate not less than the minimum number of
         votes that would be necessary to authorize or take such action at a
         meeting at which all shares entitled to vote on the action were
         present and voted.

         To the extent the Washington Business Corporation Act requires prior
         notice of any such action to be given to nonconsenting or nonvoting
         shareholders, such notice shall be given in advance of the date on
         which the action becomes effective. Unless otherwise required by the
         Washington Business Corporation Act in the case of action that would
         constitute a significant business transaction or that would entitle
         shareholders to exercise dissenters' rights, such notice shall be
         effective if given five days in advance by United States mail, first
         class postage prepaid, addressed to the shareholders at their
         addresses appearing on the records of the corporation. The form of the
         notice shall be sufficient to apprise the nonconsenting or nonvoting
         shareholder of the nature of the action to be effected, in a manner
         approved by the Directors of this corporation or by the committee or
         officers to whom the Board has delegated that responsibility.

         These Restated Articles of Incorporation do not contain an amendment
to the Articles of Incorporation.

         These Restated Articles of Incorporation do not contain any amendment
to the Articles of Incorporation requiring shareholder approval. The date of
adoption of the Restated Articles of Incorporation by the Board of Directors is
June 2, 2000.




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                                                                       PAGE 21

   22


         These Restated Articles of Incorporation are executed by said
corporation by its duly authorized officer.

         DATED June 12, 2000.



                                  NEXTEL INTERNATIONAL, INC.



                                  By /s/ Thomas J. Sidman
                                     -----------------------------------------
                                     Thomas J. Sidman, Vice President



- ------------------------------------------------------------------------------
                                                                       PAGE 22

   23

                            CERTIFICATE ACCOMPANYING
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           NEXTEL INTERNATIONAL, INC.



         Pursuant to RCW 23B.10.070, the foregoing constitutes Restated Articles
of Incorporation of the undersigned, a Washington corporation. The Restated
Articles of Incorporation supersede the original Articles of Incorporation and
all amendments thereto.

         The Restated Articles of Incorporation do not contain an amendment to
the Articles of Incorporation and were duly adopted by the Board of Directors.

         This certificate accompanying the Restated Articles of Incorporation
is executed by said corporation by its duly authorized officer.

         DATED June 12, 2000.

                                NEXTEL INTERNATIONAL, INC.


                                By /s/ Thomas J. Sidman
                                   ------------------------------------------
                                   Thomas J. Sidman, Vice President



- ------------------------------------------------------------------------------
                                                                       PAGE 23

EX-10.1

   1
                                                                    EXHIBIT 10.1

                                                               EXECUTION VERSION

                                 THIRD AMENDMENT
                                       TO
                      MASTER EQUIPMENT FINANCING AGREEMENT

         This Third Amendment (the "Third Amendment") to Master Equipment
Financing Agreement is entered into by and between NEXTEL INTERNATIONAL, INC.
(the "Company"), and MOTOROLA CREDIT CORPORATION, as administrative agent (in
such capacity, the "Administrative Agent"), as collateral agent (in such
capacity, the "Collateral Agent" and, together with the Administrative Agent,
the "Agents"), and as initial Lender (the "Lender").

                              W I T N E S S E T H:

         WHEREAS, the Company, the Agents and the Lender are party to that
certain Master Equipment Financing Agreement, dated as of February 4, 1999 (as
the same may heretofore have been or may hereafter be further amended or
modified, the "Financing Agreement"; capitalized terms used herein and not
otherwise defined herein having the meanings assigned thereto in the Financing
Agreement);

         WHEREAS, the Company has requested that the Agents and the Lender agree
to certain amendments to the Financing Agreement; and

         WHEREAS, subject to the terms and conditions set forth herein, the
Agents and the Lender are willing to undertake certain amendments to the
Financing Agreement.

         NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Company, the Agents and the Lender hereby agree as
follows:

         SECTION 1. AMENDMENTS.

         Upon the satisfaction by the Company of the conditions precedent set
forth in Section 2 below, and in reliance on the warranties of the Company set
forth in Section 3 below, the Financing Agreement is hereby amended as follows:

         1.1      The definition of "Permitted Indebtedness" in Section 1.1 of
                  the Financing Agreement is hereby amended by deleting clause
                  (f) and inserting the following in lieu thereof:

                  "(f) Indebtedness of the Company and its Subsidiaries, the
                  Borrowing Affiliates and their Subsidiaries (i) not exceeding,
                  in the aggregate, the lesser of (x) the gross amount of the
                  issuance of the Company's Senior Serial Redeemable Notes due
                  2010 issued on or before September 30, 2000 and (y)
                  $800,000,000, (ii) having a weighted average life to maturity




                                      -1-
   2

                  longer than the Obligations for Advances of the Company under
                  this Agreement and (iii) which shall be unsecured and
                  otherwise be on terms and conditions reasonably satisfactory
                  to the Required Lenders,"

         1.2      Effective as of July 1, 2000, Sections 8.15(a) and (b) of the
                  Financing Agreement are hereby amended and restated in their
                  entirety as follows:

                  "(a)     a Fixed Charge Coverage Ratio of not less than 1.00 :
         1.00, measured at the end of each fiscal quarter of the Company; unless
         during the immediately following fiscal quarter the Company has
         unencumbered cash held in an account having restrictions reasonably
         acceptable to the Collateral Agent, and whose use will be jointly
         agreed to by the Company and the Required Lenders, of $80,000,000
         (e.g., if the Fixed Charge Coverage Ratio is .70 : 1.00 as of June 30,
         2001, then the $80,000,000 minimum unencumbered cash requirement shall
         be applicable for the period from July 1, 2001 to September 30, 2001);

                  (b)      a ratio of Indebtedness to EBITDA of not greater than
         the ratios set forth below, measured at the end of each fiscal quarter
         of the Company commencing with the fiscal quarter ending June 30, 2002:





         Quarter end date         Maximum Indebtedness to EBITDA
                                           
         6/30/02                               107 : 1
         9/30/02                                36 : 1
         12/31/02                               21 : 1
         3/31/03                                14 : 1
         6/30/03                                11 : 1
         9/30/03                               9.1 : 1
         12/31/03                              7.7 : 1
         3/31/04                               6.6 : 1
         6/30/04                               5.3 : 1
         9/30/04                               4.6 : 1
         12/31/04                              4.1 : 1



         SECTION 2. CONDITIONS PRECEDENT.

         As conditions precedent to the effectiveness of the Third Amendment, on
or before September 30, 2000, each of the following shall have occurred:



                                      -2-
   3

         (a) the Company shall have delivered to the Agents and the Lender the
Third Amendment, duly executed and delivered and appropriately dated and in form
and substance satisfactory to the Agents and the Lender;

         (b) the Agents shall have received an opinion of counsel for the
Company with respect to the issuance of the Senior Notes (defined below);

         (c) the Company shall have delivered certified copies of the
documentation with respect to the Company's issuance of its Senior Serial
Redeemable Notes due 2010 (the "Senior Notes") which shall be unsecured
obligations in a gross amount not to exceed $800,000,000 having an interest rate
of not greater than 14.5 % per annum, no scheduled principal amortization prior
to July 1, 2010 and other terms and provisions reasonably acceptable to the
Agents and the Lender;

         (d) the Company shall have received net proceeds from the issuance of
the Senior Notes of not less than 95% of the gross proceeds from such issuance;
and

         (e) the Company shall have delivered such other documents as the Agents
may reasonably request.

         SECTION 3. REPRESENTATIONS AND WARRANTIES.

         To induce the Agents and the Lender to enter into the Third Amendment,
the Company hereby represents and warrants to the Agents and the Lender as of
the date hereof (and shall be deemed to represent and warrant as of the initial
date of effectiveness of this Third Amendment) that:

         (a)      The representations and warranties contained in the Financing
Agreement and the other Credit Documents are true and correct in all material
respects on and as of the date hereof except for representations and warranties
that speak as of a particular date, in which case such representations and
warranties are true as of such date;

         (b)      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, 1999, 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 March 31, 2000)
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;

         (c)      The consolidated audited balance sheets of each of the
Borrowing Affiliates and their respective Subsidiaries and consolidated
statements of operations,




                                      -3-
   4

stockholders' equity and cash flows of each of the Borrowing Affiliates and
their respective Subsidiaries, each as at December 31, 1999, have been prepared
in accordance with GAAP and fairly represent in all material respects the
condition and results of operations of such Borrowing Affiliate and its
Subsidiaries as of such dates or for such periods;

         (d)      Each Affiliated Credit Party has made all material required
contributions under the Plans for all periods through and including March 31,
1999, or adequate accruals therefor have been provided for in the financial
statements referenced in paragraph (b) above;

         (e)      The actuarial value of vested benefits required to be funded
by each Affiliated Credit Party, or with respect to which such Affiliated 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, 2000, exceed the actuarial value of the assets of the Plans
allocable to such vested and non-vested benefits by a material amount; and

         (f)      After giving effect to the Third Amendment, no Default or
Event of Default has occurred and is continuing.

         SECTION 4. GENERAL.

         4.1      Reservation of Rights; Subsequent Adjustment. (a) The Company
         acknowledges and agrees that the execution and delivery of the Third
         Amendment shall not be deemed (i) to create a course of dealing or
         otherwise obligate the Agents or the Lender to forbear or execute
         similar amendments under the same or similar circumstances in the
         future, or (ii) as a waiver by the Agents or the Lender of any
         covenant, condition, term or provision of the Financing Agreement or
         any of the other Credit Documents, and the failure of the Agents or the
         Lender to require strict performance by the Company or any other Credit
         Party of any provision thereof shall not waive, affect or diminish any
         right of the Agents or the Lender to thereafter demand strict
         compliance therewith. The Agents and the Lender hereby reserve all
         rights granted under the Financing Agreement, the other Credit
         Documents and the Third Amendment. (b) The Company, Agents and Lender
         agree that, if the gross proceeds of the issuance of the Senior Notes
         is not $500,000,000 (and is less than or equal to $800,000,000), the
         Company, the Agents and the Lender shall negotiate in good faith to
         adjust the provisions of Section 8.15 amended hereby in a manner
         reasonably consistent with the determination of the amendments
         contained herein to reflect the actual amount of the gross proceeds of
         such issuance.




                                      -4-
   5

         4.2      Full Force and Effect. As hereby modified, the Financing
         Agreement and each of the other Credit Documents shall remain in full
         force and effect and each is hereby ratified, approved and confirmed in
         all respects.

         4.3      Affirmation. The Company hereby affirms its obligations under
         Section 4 of the Financing Agreement and agrees to pay on demand all
         reasonable costs and expenses of the Agents and the Lender in
         connection with the preparation, execution and delivery of the Third
         Amendment and all instruments and documents delivered in connection
         herewith.

         4.4      Successors and Assigns. The Third Amendment shall be binding
         upon and shall inure to the benefit of the Company, the Agents and the
         Lender and the respective successors and assigns of the Company, the
         Agents and the Lender.

         4.5      Counterparts. The Third Amendment may be executed in any
         number of counterparts and by the different parties on separate
         counterparts, and each such counterpart shall be deemed to be an
         original, but all such counterparts shall together constitute but one
         and the same Third Amendment.

                                    * * * * *









                                      -5-
   6



         IN WITNESS WHEREOF, the Company, the Agents and the Lender have
executed this Third Amendment as of the 26 day of July, 2000.

                                           COMPANY:


                                           NEXTEL INTERNATIONAL, INC.


                                           By: /s/ Robert B. Shanks
                                              -------------------------------
                                           Name:   Robert B. Shanks
                                                -----------------------------
                                           Title:  Vice President
                                                 -------------------------------

                                           LENDER:

                                           MOTOROLA CREDIT CORPORATION


                                           By: /s/ Gary Tatje
                                              -------------------------------
                                           Name:   Gary Tatje
                                                -----------------------------
                                           Title:  Vice President
                                                 -------------------------------

                                           AGENTS:

                                           MOTOROLA CREDIT CORPORATION,
                                           as Administrative Agent


                                           By: /s/ Gary Tatje
                                              -------------------------------
                                           Name:   Gary Tatje
                                                -----------------------------
                                           Title:  Vice President
                                                 -------------------------------

                                           MOTOROLA CREDIT CORPORATION,
                                           as Collateral Agent


                                           By: /s/ Gary Tatje
                                              -------------------------------
                                           Name:   Gary Tatje
                                                -----------------------------
                                           Title:  Vice President
                                                 -------------------------------




                                      -6-

EX-10.2

   1
                                                                    Exhibit 10.2


                                                                  EXECUTION COPY









                             SECURED LOAN AGREEMENT


                                   dated as of


                                December 16, 1999


                                 by and between


                           NEXTEL INTERNATIONAL, INC.,

                            THE LENDERS NAMED HEREIN,

                                       and

                          MOTOROLA CREDIT CORPORATION,

                 as Administrative Agent and as Collateral Agent



   2


                                TABLE OF CONTENTS



                                                                                                               PAGE


                                                                                                            
SECTION 1  DEFINITIONS...........................................................................................1

         Section 1.1  Defined Terms..............................................................................1

         Section 1.2  Interpretation............................................................................21

         Section 1.3  Accounting Principles and Terms...........................................................22

SECTION 2  ADVANCES.............................................................................................22

         Section 2.1  Commitment................................................................................22

         Section 2.2  Procedure for Borrowing; Advances.........................................................23

         Section 2.3  Evidence of Debt..........................................................................24

         Section 2.4  Repayment of Principal of Advances........................................................25

         Section 2.5  Prepayments...............................................................................25

         Section 2.6  Interest; Fees............................................................................26

         Section 2.7  Payments..................................................................................28

         Section 2.8  Conversion and Continuation...............................................................28

         Section 2.9  Use of Proceeds...........................................................................29

         Section 2.10  Change in Law............................................................................29

         Section 2.11  Illegality...............................................................................29

         Section 2.12  Pro Rata Treatment.......................................................................30

         Section 2.13  Sharing of Setoffs.......................................................................31

SECTION 3  FUNDING AND YIELD PROTECTION.........................................................................31

         Section 3.1  Taxes, Duties, Fees and Charges...........................................................31

         Section 3.2  Change in Circumstances...................................................................33

SECTION 4  EXPENSES; INDEMNIFICATION; FEES......................................................................35

         Section 4.1  Expenses..................................................................................35

         Section 4.2  Indemnification...........................................................................36

SECTION 5  SECURITY.............................................................................................37

         Section 5.1  Security..................................................................................37

SECTION 6  REPRESENTATIONS AND WARRANTIES.......................................................................37

         Section 6.1  Organization..............................................................................37

         Section 6.2  Power; Authority..........................................................................38

         Section 6.3  Governmental Approvals....................................................................38



                                       -i-
   3

                                                                                                            
         Section 6.4  Execution, Enforceability, Violation of Law and Agreements................................39

         Section 6.5  Financial Statements; Business Plan.......................................................40

         Section 6.6  Taxes.....................................................................................40

         Section 6.7  Properties................................................................................41

         Section 6.8  Compliance with Laws......................................................................41

         Section 6.9  Intellectual Property.....................................................................42

         Section 6.10  Burdensome Documents; Agreements with Affiliates; Other

                       Agreements...............................................................................42

         Section 6.11  Security Documents.......................................................................43

         Section 6.12  Judgments, Actions, Proceedings..........................................................43

         Section 6.13  No Defaults..............................................................................43

         Section 6.14  Strikes..................................................................................44

         Section 6.15  Accuracy of Information..................................................................44

         Section 6.16  Survival of Representations and Warranties...............................................44

         Section 6.17  ERISA....................................................................................44

         Section 6.18  Use of Proceeds..........................................................................46

         Section 6.19  Investment Company.......................................................................46

SECTION 7  AFFIRMATIVE COVENANTS................................................................................46

         Section 7.1  Performance of Obligations................................................................46

         Section 7.2  Annual Financial Statements...............................................................47

         Section 7.3  Quarterly Financial Statements............................................................47

         Section 7.4  Other Information.........................................................................48

         Section 7.5  Access to Books; Inspections..............................................................48

         Section 7.6  Governmental Approvals....................................................................49

         Section 7.7  Insurance.................................................................................49

         Section 7.8  Continuance of Business...................................................................50

         Section 7.9  Maintenance and Repairs...................................................................50

         Section 7.10  Compliance with Law......................................................................50

         Section 7.11  Notices..................................................................................51

         Section 7.12  Security; Further Assurances.............................................................52

         Section 7.13  Construction of the Systems..............................................................53

         Section 7.14  Maintenance of Governmental Approvals....................................................53




                                      -ii-
   4

                                                                                                            
         Section 7.15  Financial Covenants......................................................................53

SECTION 8  NEGATIVE COVENANTS...................................................................................55

         Section 8.1  Indebtedness..............................................................................55

         Section 8.2  Guaranties................................................................................55

         Section 8.3  Transfer..................................................................................55

         Section 8.4  Liens.....................................................................................56

         Section 8.5  Mergers; Acquisitions.....................................................................56

         Section 8.6  Distributions; Redemptions................................................................56

         Section 8.7  Use of Proceeds...........................................................................57

         Section 8.8  Amendment of Documents and Organization...................................................57

         Section 8.9  Investments; Loans; Advances..............................................................58

         Section 8.10  Transactions with Affiliates.............................................................60

         Section 8.11  Changes in Business......................................................................60

         Section 8.12  Prepayments..............................................................................60

         Section 8.13  ERISA Obligations........................................................................60

         Section 8.14  Sale and Leaseback Transactions..........................................................61

         Section 8.15  New Subsidiaries.........................................................................61

         Section 8.16  Restricted Subsidiaries..................................................................61

SECTION 9  CONDITIONS PRECEDENT.................................................................................62

         Section 9.1  Conditions to Initial Advance.............................................................62

         Section 9.2  Conditions to All Advances................................................................64

SECTION 10  EVENTS OF DEFAULT...................................................................................64

         Section 10.1  Events of Default........................................................................64

         Section 10.2  Remedies.................................................................................67

         Section 10.3  Cumulative Rights........................................................................69

         Section 10.4  Waiver of Demand; Setoff.................................................................69

         Section 10.5  Waiver of Notice.........................................................................70

SECTION 11  The Administrative Agent and the Collateral Agent...................................................70

SECTION 12  MISCELLANEOUS.......................................................................................72

         Section 12.1  Waiver of Sovereign Immunity.............................................................72

         Section 12.2  Venue for Suit...........................................................................73

         Section 12.3  Governing Law............................................................................74



                                     -iii-
   5

                                                                                                            
         Section 12.4  Severability of Provisions...............................................................74

         Section 12.5  Binding Effect; Assignment...............................................................74

         Section 12.6  Entire Agreement; Amendments.............................................................75

         Section 12.7  Notices..................................................................................75

         Section 12.8  Right of Set-Off.........................................................................76

         Section 12.9  Counterparts.............................................................................77

         Section 12.10  Confidentiality.........................................................................77

         Section 12.11  Term of Agreement.......................................................................77





                                      -iv-
   6


                                    EXHIBITS

Exhibit A                  Form of Financing Note
Exhibit B                  Form of Company Pledge Agreement
Exhibit C                  Form of Cash Collateral Agreement
Exhibit D-1                Form of Opinion of United States Counsel
Exhibit D-2                Form of Opinion of Canadian Counsel
Exhibit E                  Form of Assignment and Acceptance
Exhibit F                  Initial Approved Business Plan
Exhibit G                  Form of Request for Financing












                                      -v-
   7



                                    SCHEDULES

Schedule 1.1(a)            iDEN Equipment and Service Agreements
Schedule 1.1(b)            Existing Indebtedness
Schedule 1.1(c)            Additional Subordinated Debt Terms
Schedule 1.1(d)            Wholly-Owned Subsidiaries
Schedule 2.1(a)            Lenders; Initial Commitments
Schedule 6.1(a)            Credit Party Structure; Ownership; Subsidiaries
Schedule 6.1(b)            Qualification Jurisdictions
Schedule 6.4               Ownership and Pledge Restrictions; Violation of Law
Schedule 6.5               Recent Events; Contingent Liabilities; Taxes
Schedule 6.7               Existing Liens
Schedule 6.9               Intellectual Property
Schedule 6.10              Management Agreements; Affiliate Transactions
Schedule 6.12              Litigation
Schedule 7.11              Principal Place of Business
Schedule 8.6               Existing Put Agreements
Schedule 10.1(t)           Change of Control Thresholds






                                      -iv-
   8




                  SECURED LOAN AGREEMENT, dated as of December 16, 1999 (as
amended, modified or supplemented in accordance with the terms hereof, this
"Agreement"), by and between NEXTEL INTERNATIONAL, INC., a corporation organized
under the laws of the State of Washington, U.S.A., with its principal office at
2001 Edmund Halley Drive, Reston Virginia, 20191 U.S.A. (the "Company"), the
LENDERS (hereinafter defined) and MOTOROLA CREDIT CORPORATION, a corporation
duly organized under the laws of the State of Delaware, U.S.A., with its
principal office at 1303 East Algonquin Road, Schaumburg, Illinois 60196-1065,
U.S.A. as administrative agent (in such capacity, the "Administrative Agent")
and as collateral agent (in such capacity, the "Collateral Agent") for the
Lenders.

                              W I T N E S S E T H:

         WHEREAS, the Company has requested that the Lenders provide Advances
(as hereinafter defined) in the principal amount not exceeding $56,650,000 (the
"Maximum Commitment") to be used for supporting the Company's build-out
employing the products and services of Motorola Entities; and

         WHEREAS, the Lenders are willing to make Advances to the Company 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:

         "1997 Nextel Philippines Facility" means that certain Credit Agreement
dated June 18, 1997, as amended, by and between Nextel Philippines and Motorola,
Inc.

         "additional amount" has the meaning ascribed to such term in subsection
3.1(a).

         "Adjusted Paid-in Capital" means, at any time, (a) the paid-in capital
of the Company (including for this purpose the principal amount of any
outstanding Permitted Indebtedness owing to Nextel and incurred by the Company
of the type described under clause (h) of the definition thereof) reflected on
the most recent financial statements delivered pursuant to Section 7.2 or 7.3
(whichever is later) plus (b) any increases in paid-in capital (including for
this purpose the principal amount of any outstanding Permitted Indebtedness
owing to Nextel and incurred by the Company of the type described under clause
(h) of the definition thereof) since the end of the reporting period relating to
such financial statements minus (c) any decreases in paid-in capital since the
end of the reporting period relating to such financial statements minus (d) the
Utilized EBITDA Adjustment.


   9

         "Adjusted Shareholders' Equity" means, at any time, the difference of
(a) (i) if the financial statements most recently delivered pursuant to Section
7.3 relate to a quarterly period occurring after the financial statements most
recently delivered pursuant to Section 7.2, the lesser of (A) the shareholders'
equity of the Company as reported in the most recent balance sheet delivered
pursuant to Section 7.3 and (B) the sum of (1) the shareholders' equity of the
Company as reported in the most recent balance sheet delivered pursuant to
Section 7.2 plus (2) 90% of the increase, if any, in the shareholders' equity of
the Company reflected in the most recent balance sheet delivered pursuant to
Section 7.3 from the shareholders' equity of the Company reflected on the
balance sheet delivered pursuant to Section 7.2, otherwise (ii) the
shareholders' equity of the Company as reported in the most recent balance sheet
delivered pursuant to Section 7.2 minus (b) the principal amount of Indebtedness
incurred prior to such time pursuant to clause (n) of the definition of
"Permitted Indebtedness" (whether or not then outstanding).

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

         "Advance" has the meaning ascribed to such term in subsection 2.1(a)
hereof.

         "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 11 hereof.

         "Aggregate Collateral Value" means the sum of (i) the cash collateral
subject to the Cash Collateral Agreement plus (ii) the Aggregate Pledge
Collateral Value.

         "Aggregate Pledge Collateral Value" means, as of any date, (i) except
as provided in clause (ii) below, the product of the Closing Price on such date
for a share of publicly-traded Class A Clearnet stock times the aggregate number
of the shares of publicly-traded Class A Clearnet stock into which the Clearnet
stock subject to the Company Pledge Agreement in which the Collateral Agent has
a perfected, first priority enforceable security interest are convertible and
(ii) solely with respect to the calculation in Section 7.12(d)(i), the product
of the Average Closing Price for a share of publicly-traded Class A Clearnet
stock times the aggregate number of the shares of publicly-traded Class A
Clearnet stock into which the Clearnet stock subject to the Company Pledge
Agreement in which the Collateral Agent has a perfected, first priority
enforceable security interest are convertible.



                                      -2-
   10

         "Agreement" means this Secured Loan Agreement, dated as of December 16,
1999, by and between the Company, 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, without limitation, the Restricted
Subsidiaries.) The Approved Business Plan is attached hereto as Exhibit F (the
"Initial Plan").

         "Arm's-Length Affiliate" has the meaning ascribed to such term in
Section 8.10 hereof.

         "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 E 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 Person that is a limited liability company, the Person (or Authorized Officer
thereof, if not a natural Person) that is the managing member thereof.

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

         "Availability Period" means the period beginning with the Closing Date
and ending on the Commitment Termination Date.

         "Average Closing Price" shall mean, with respect to any security, the
average of the Closing Prices for such security over a period of 20 consecutive
Business Days ending on the day prior to the day as of which the "Average
Closing Price" is being determined. If at any time such security is not listed
on any securities exchange or quoted in The Nasdaq National Market System or the
over-the-counter market, the "Average Closing Price" will be the fair value
thereof determined jointly by the Company and the Administrative Agent. If such
parties are unable to reach agreement within five Business Days, such fair value
will be determined by an independent appraiser jointly selected by the Company
and the Administrative Agent and the fees and expenses of such independent
appraiser shall be borne by the Company.

         "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.



                                      -3-
   11

         "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.

         "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.

         "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 Collateral Agreement" has the meaning ascribed to such term in
Section 5.1 hereof.

         "Change of Control" means such time as (a) (i) prior to the occurrence
of a Public Market, a "person" or "group" (within the meaning of Section 13(d)
or 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act) of Voting Stock representing a
greater percentage of the total voting power of the Voting Stock of the Company,
on a fully diluted basis, than is held by the Existing Stockholders and their
Affiliates on such date and (ii) after the occurrence of a Public Market, a
"person" or "group" (within the meaning of Section 13(d) and 14(d)(2) of the
Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of more than 35% of the total voting power of the Voting
Stock of the Company on a fully diluted basis and such ownership is greater than
the amount of voting power of the Voting Stock, on a fully diluted basis, held
by the Existing Stockholders and their Affiliates on such date; or (b)
individuals who on the Closing Date constitute the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the members of the Board of Directors then in office who
either were members of the Board of Directors on the Closing Date or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board of Directors then in
office.

         "Clearnet" means Clearnet Communications, Inc., a Canadian corporation.

         "Closing Date" means December 16, 1999.

         "Closing Price" means, with respect to any security at any time, the
average, as of the immediately preceding Business Day, of the closing prices of
such security's sale on all recognized securities exchanges (or The Nasdaq
National Market System) on which such security may at the time be listed, or, if
there has been no sale on any such exchange (or The



                                      -4-
   12

Nasdaq National Market System) on any such immediately preceding business day,
the average of the highest bid and lowest asked prices on all such exchanges (or
The Nasdaq National Market System) at the end of such immediately preceding
business day, or, if on any such immediately preceding business day such
security is not so listed or quoted, the average of the representative bid and
asked prices quoted in The Nasdaq National Market System or the over-the-counter
market as of 4:00 P.M., New York time, or, if on any such immediately preceding
business day such security is not quoted in The Nasdaq National Market System or
the over-the-counter market, the average of the highest bid and lowest asked
prices on such immediately preceding Business Day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization. If at any time such
security is not listed on any securities exchange or quoted in The Nasdaq
National Market System or the over-the-counter market, the "Market Price" will
be the fair value thereof determined jointly by the Company and the
Administrative Agent. If such parties are unable to reach agreement within five
Business Days, such fair value will be determined by an independent appraiser
jointly selected by the Company and the Administrative Agent and the fees and
expenses of such independent appraiser shall be borne by the Company.

         "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 which is subject to the security
interests or Lien granted by the Company Pledge Agreement and the Cash
Collateral Agreement.

         "Collateral Agent" has the meaning ascribed to such term in the
Preamble.

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Advances hereunder as set forth on Schedule 2.1(a), or in the
Assignment and Acceptance pursuant to which such Lender assumed its Commitment,
as applicable, as the same may be (a) reduced from time to time pursuant to
Section 2.5(a)(ii) and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 12.5.

         "Commitment Termination Date" means the earlier of (a) December 31,
2001 and (b) the date on which the obligations of the Lenders to make Advances
terminate in accordance with the terms of this Agreement.

         "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, whether now outstanding or
issued after the date of this Agreement, including, without limitation, all
series and classes of such common stock.

         "Company" has the meaning ascribed to such term in the Preamble.

         "Company Pledge Agreement" has the meaning ascribed to such term in
Section 5.1 hereof.



                                      -5-
   13

         "Consolidation" means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of the Company, if and to the extent that the
accounts of each such Restricted Subsidiary would normally be consolidated with
those of the Company in accordance with GAAP; provided, however, that
"consolidation" shall not include consolidation of the accounts of any
Unrestricted Subsidiary, but the interest of the Company or any Restricted
Subsidiary in any Unrestricted Subsidiary 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 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, the Company Pledge Agreement, the Cash Collateral Agreement (if any)
and each other document entered into pursuant thereto.

         "Credit Parties" collectively refers to the Company and the Restricted
Subsidiaries.

         "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
8.6(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: (a) plus interest
expense for such period to the extent such amount was deducted in calculating
net income; (b) minus interest income for such period to the extent such amount
was added in calculating net income; (c) plus income taxes for such period to
the extent such amount was deducted in calculating net income; (d) minus income
tax benefits for such period to the extent such amount was added in calculating
net income; (e) plus amortization and depreciation expenses for such period to
the extent such amount was deducted in calculating net income; (f) plus all
other non-cash items for such period to the extent reducing net income; (vii)



                                      -6-
   14

minus all non-cash items for such period to the extent increasing net income;
(g) minus extraordinary gains and gains on sales of assets to the extent such
amount was added in calculating net income; and (h) plus extraordinary and
non-recurring losses and charges to the extent such amount was deducted in
calculating net income.

         "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, 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 6.8(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.

         "Escrow Agreement" means that certain Escrow Agreement, dated as of
October 17, 1994, between Lenbrook, Inc., Motorola Canada Limited, Nextel
Communications, Inc., Nextel Investment Company, Montreal Trust Company of
Canada and Clearnet Communications, Inc., as the same may heretofore have been
or may hereafter be amended, supplemented or otherwise modified.

         "Event of Default" means any of the events specified in Section 10.1
hereof.

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

         "Existing Stockholders" means Craig O. McCaw and Nextel.

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

         "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.

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



                                      -7-
   15

         "Governmental Approval" means any authorization, consent, approval,
license, (including 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.

         "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 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 Company, an Operating
Affiliate, and the Vendor 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



                                      -8-
   16

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 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 12.10
hereof.

         "Initial Funding Date" means the date upon which each of the conditions
precedent set forth in Section 9.1 and 9.2 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.

         "Initial Plans" has the meaning ascribed to such term in the definition
of "Approved Business Plan".



                                      -9-
   17

         "Intellectual Property" has the meaning ascribed to such term in
Section 6.9 hereof.

         "Interest Payment Date" means, for all Advances, each March 31, June
30, September 30 and December 31 and, with respect to any LIBOR 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; provided that if any Interest Payment Date would be
a day other than a Business Day, such Interest Payment Date shall be the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Payment Date shall be the
next preceding Business Day.

         "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 one, two, three or six months thereafter, as
the Company may elect, and (b) as to any Prime Advance, the period commencing on
the date of such Advance and ending on the earliest of (i) the next succeeding
March 31, June 30, September 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 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 any Person, the actual knowledge of
a Vice President (or equivalent officer, as applicable) or more senior officer
of such Person, or any other officer or employee of such Person having
responsibility for the transactions contemplated by the Credit Documents.

         "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.



                                      -10-
   18

         "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 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 (a) permit the Credit Parties 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 (b) are materially necessary for the ownership,
operation or maintenance of the Systems as is contemplated by the Approved
Business Plan and the Telecommunications Businesses currently engaged in,
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.

         "Management Agreements" means collectively the Management Agreements
referred to on Schedule 6.10 hereto.



                                      -11-
   19

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, property, condition (financial or otherwise), or prospects of
the Company and its Subsidiaries taken as a whole, (b) the legality, validity or
enforceability of any of the Credit Documents or the rights and remedies of the
Collateral Agent thereunder, or (c) the economic, political or regulatory
environment in any jurisdiction that would reasonably be expected to adversely
affect the business, operations, properties or prospects of the Company and its
Subsidiaries taken as a whole.

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

         "Maturity Date" means December 31, 2001; provided that if such date is
not a Business Day, then the Maturity Date shall be the immediately preceding
Business Day.

         "Maximum Collateralized Amount" means the difference of (i) the Maximum
Commitment minus (ii) the principal portion of any Advances prepaid in
accordance with Section 2.5.

         "Maximum Commitment" has the meaning ascribed to such term in the first
recital hereof.

         "MEFA" means the Master Equipment Financing Agreement, dated as of
February 4, 1999, by and between the Company, as borrower, the lenders named
therein and Motorola Credit Corporation, as administrative and collateral agent,
as the same may heretofore have been or may hereafter be amended, supplemented
or otherwise modified from time to time in accordance with the terms and
provisions thereof and hereof.

         "MEFA Collateral" means all of the "Collateral" (as such term is
defined in the MEFA as of the date hereof) securing, from time to time, the MEFA
Obligations; provided that "MEFA Collateral" shall in no event include the
Collateral hereunder.

         "MEFA Obligations" means all of the "Obligations" (as such term is
defined in the MEFA) owing by the "Credit Parties" in respect of "Advances" (as
such terms are defined in the MEFA) under the MEFA.

         "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.

         "Nexnet" means Nexnet Co., Ltd. (f/k/a "J-Com"), a corporation
organized under the laws of Japan.

         "Nextel" means Nextel Communications, Inc., a Delaware corporation.



                                      -12-
   20

         "Nextel Argentina" means Nextel Argentina S.R.L., an Argentine sociedad
de responsibilidad limitada.

         "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 Brazil Facility" means that certain Equipment Financing Credit
Agreement dated as of October 31, 1997, as amended, by and between McCaw
International (Brazil), Ltd. and Motorola Credit Corporation.

         "Nextel Mexico" means Communicaciones Nextel de Mexico S.A. de C.V., a
corporation organized under the laws of Mexico.

         "Nextel Peru" means Communicaciones Nextel del Peru, S.A., a
corporation organized under the laws of Peru.

         "Nextel Phlippines" means Nextel Communications Philippines Inc., a
company incorporated in the Philippines.

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

         "Normalization Amount" means, for any quarterly period, the amount set
forth on Schedule 1.1(e) opposite the quarter end date for such period.

         "Normalized EBITDA" means, as to any Person and for any quarter, the
sum of (i) 4 times EBITDA for such quarter plus (ii) the Normalization Amount
for such quarter.

         "Obligations" means collectively, all of the Indebtedness, liabilities
and obligations of the Company to the Lender Parties under the Credit Documents,
whether now existing or hereafter arising, whether or not currently
contemplated.

         "Operating Affiliate" means collectively, Nexnet, Nextel Philippines,
Nextel Argentina, Nextel Brazil, Nextel Mexico and Nextel Peru, and their
respective Subsidiaries, and individually, each of the foregoing Persons.

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

         "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 Indebtedness" means, collectively,



                                      -13-
   21

         (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 Motorola Entity) and other similar Indebtedness of
the Credit Parties 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 in are due later than 120 days after invoice but no later than 180 days
after invoice;

         (c)      obligations under long-term real property leases of the Credit
Parties in respect of the cell sites, switch sites, retail space and office
space incurred in the ordinary course of business;

         (d)      short-term lease obligations of the Credit Parties in an
amount per annum not exceeding $5,000,000 in the aggregate;

         (e)      Indebtedness of the Credit Parties to be used for working
capital purposes and not exceeding $43,350,000 in the aggregate, having a
weighted average life to maturity longer than the Obligations for Advances made
under this Agreement and which may be secured by the MEFA Collateral on a pari
passu basis on terms and conditions reasonably satisfactory to the Required
Lenders;

         (f)      Indebtedness of the Credit Parties not exceeding $100,000,000
in the aggregate, having a weighted average life to maturity longer than each of
(i) the MEFA Obligations and (ii) the Obligations for Advances made under this
Agreement and which shall be unsecured and otherwise be on terms and conditions
reasonably satisfactory to the Required Lenders;

         (g)      Indebtedness of the Credit Parties pursuant to credit
facilities existing and as in effect on the Closing Date (without regard for
subsequent modifications or amendments increasing the same ) as identified on
Schedule 1.1(b) (including, without limitation, the MEFA Obligations, "Existing
Indebtedness");

         (h)      unsecured subordinated indebtedness of the Credit Parties,
having no principal payments, cash interest payments or fee payments permitted
or scheduled prior to the repayment in full of the Obligations and the MEFA
Obligations and in amounts and on other terms (including, without limitation,
payment and remedies subordination terms) as described on Schedule 1.1(c);

         (i)      swingline loans of the Company not exceeding $500,000 which
shall be pari passu with the MEFA Obligations and which may be secured by the
MEFA Collateral;



                                      -14-
   22

         (j)      any refinancing, extension, renewal or refunding of any
Existing Indebtedness (or other "Permitted Indebtedness" hereunder, 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);

         (k)      Indebtedness of the Credit Parties owing to Motorola Credit
Corporation; provided that, before and after giving effect to such Indebtedness,
the Credit Parties shall be in compliance with each of the financial covenants
set forth in Section 7.15;

         (l)      Indebtedness (i) in respect of performance, surety or appeal
bonds provided in the ordinary course of business, (ii) under Hedge Agreements;
provided that such Hedge Agreements (A) are designed solely to protect the
Credit Parties against fluctuations in foreign currency exchange rates or
interest rates and (B) 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 Credit Parties pursuant to such agreements, in any case
incurred in connection with the disposition of any business, assets or
Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition), in a principal amount
not to exceed the gross proceeds actually received by the Credit Parties in
connection with such disposition;

         (m)      guaranties of Indebtedness of the Company by any Restricted
Subsidiary, so long as any such guaranty is subordinated to the prior
indefeasible payment in full in cash of the Obligations and the MEFA
Obligations;

         (n)      Indebtedness, incurred in an aggregate amount not to exceed
the lesser of $200,000,000 and the Adjusted Shareholders' Equity, having a
weighted average life to maturity longer than the Obligations for Advances of
the Company under this Agreement and which shall be unsecured and otherwise be
on terms and conditions reasonably satisfactory to the Required Lenders;

         (o)      guaranties of any of the foregoing; and

         (p)      up to $10,000,000 in deferred purchase price, due no later
than January 31, 2001, in respect of telecommunications concessions in Chile,
which obligations shall be unsecured.

         "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



                                      -15-
   23

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 banks
having total assets in excess of $1,000,000,000.

         "Permitted Liens" means, as of any particular time,

         (a)      with respect to property 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 7.1 hereof, permit to remain
unpaid;

         (b)      Liens created pursuant to the Security Documents (including
the second lien under the Company Pledge Agreement securing the MEFA
Obligations);

         (c)      with respect to property 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) 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 property 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 property 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



                                      -16-
   24

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 any Credit Party, 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 applicable Credit Party other than the
property so acquired);

         (g)      with respect to property 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 a System or any portion
thereof;

         (h)      Liens securing Permitted Indebtedness of the types described
in clauses (e), (g) (to the extent of the collateral therefor (including
after-acquired collateral) as of the Closing Date and excluding Liens with
respect to the Collateral under the Security Documents), (i), (j) (to the extent
of the collateral securing the Indebtedness being refinanced), and (k) 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;

         (j)      leases or subleases of property of the Company and the
Restricted Subsidiaries 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 Company or any
Restricted Subsidiary 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 Subsidiary; provided that such Liens do not extend to
or cover any property or assets of the Company or any Restricted Subsidiary
other than the property or assets acquired and were not created in connection
with or in contemplation of such Person becoming a Restricted Subsidiary (and
excluding Liens on the Collateral in favor of Persons other than Collateral
Agent for the benefit of the Lenders);



                                      -17-
   25

         (n)      Liens in favor of the Company or any Restricted Subsidiary
subordinated to the Liens securing the Obligations and to the prior payment of
the Obligations;

         (o)      Liens arising from the rendering of a final judgment or order
against the Company or any Restricted Subsidiary 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
Company or any Restricted Subsidiary 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 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; and

         (t)      Liens on the capital stock of Subsidiaries of the Company
which are not Restricted Subsidiaries.

         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.

         "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



                                      -18-
   26

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.

         "Pledged Shares" means the shares of Clearnet pledged by the Company
pursuant to the Company Pledge Agreement.

         "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 Company 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.

         "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.

         "Public Equity Offering" means an underwritten primary public offering
of Common Stock of the Company pursuant to an effective registration statement
under the Securities Act.

         A "Public Market" shall be deemed to exist if (a) a Public Equity
Offering has been consummated and (b) at least 15% of the total issued and
outstanding common stock of the Company has been distributed by means of an
effective registration statement under the Securities Act or sales pursuant to
Rule 144 under the Securities Act or any combination thereof.

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

         "Redeemable Stock" means any class or series of capital stock of a
Person that by its terms or otherwise is (a) required to be redeemed prior to
the Maturity Date, (b) redeemable at the option of the holder thereof at any
time prior to the Maturity Date, (c) convertible into or exchangeable for
capital stock referred to in (a) or (b) above or Indebtedness having a scheduled



                                      -19-
   27

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 Company'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.

         "Relevant Country" means each of Argentina, Brazil, Japan, Mexico,
Peru, the Philippines and each other country in which the Company and/or another
Credit Party is establishing or operating a System and related
Telecommunications Business.

         "Request for Financing" means a request described in subsection 2.2(a)
hereof substantially in the form of Exhibit G hereto, duly completed and
executed by the Company.

         "Required Lenders" shall mean, prior to an assignment by the Initial
Lender pursuant to Section 12.5, 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 Subsidiary" means any Subsidiary of the Company (for this
purpose, including each of the Operating Affiliates, whether or not a Subsidiary
of the Company) other than an Unrestricted Subsidiary.

         "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.



                                      -20-
   28

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

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

         "Security Documents" means individually and collectively the Company
Pledge Agreement, the Cash Collateral Agreement (if any) and any financing
statements, registrations or similar documents filed or recorded in connection
with, or in addition to, the foregoing.

         "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.

         "System" means each wireless communications system to be constructed
and operated in a Relevant Country by the Company and/or another Credit Party
utilizing an iDEN System.

         "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 Company and/or
another Credit Party are engaged.



                                      -21-
   29

         "Transfer Restriction Agreement" means the Transfer Restriction
Agreement, dated as of October 20, 1994, among certain holders of the capital
stock of Clearnet, as amended.

         "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.

         "Utilized EBITDA Adjustment" has the meaning set forth in Section
7.15(d).

         "Unrestricted Subsidiary" means a Subsidiary of the Company designated
as an "Unrestricted Subsidiary" pursuant to and in accordance with the terms of
Section 8.16.

         "Vendor" means Motorola, Inc., a Delaware corporation.

         "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(d).

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.



                                      -22-
   30

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 Company notifies the
Administrative Agent that the Company wishes to amend any covenant in Section
7.15 or any related definition as a result of a change in GAAP or its
application to the Company or any Restricted Subsidiary 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 Company that the Required
Lenders wish to amend Section 7.15 or any related definition for such purpose),
then the Company's 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 either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Company and the Required Lenders.


                               SECTION 2 ADVANCES

SECTION 2.1 COMMITMENT.

         (a)      Upon the terms and subject to the conditions hereinafter set
forth, each Lender agrees, severally but not jointly, to make credit available
in Dollars to the Company during the period from the Closing Date through and
including the Commitment Termination Date in an aggregate principal amount up to
but not exceeding the Available Commitment (each such advance being referred to
as an "Advance"; and collectively as the "Advances"); provided that no Lender
shall have any obligation to make any requested Advance if, after giving effect
thereto, the aggregate amount of all Advances made by the Lender would exceed
its Commitment. Each Lender represents, warrants and covenants that no part of
the funds to be used by it to make or hold any 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 Company may, at its option, avail itself of the Available
Commitment in one or more drawdowns in increments of $5,000,000 or integral
multiples of $1,000,000 in excess thereof or such lesser or greater amount which
constitutes the entirety of the remaining Available Commitment, but in any event
not in excess of the remaining aggregate amount of the Available Commitment and
in all cases subject to the limitations in subsections 2.1(a) and 2.2(a).



                                      -23-
   31

SECTION 2.2 PROCEDURE FOR BORROWING; ADVANCES.

         (a)      In order to request a Borrowing, the Company 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
Request for Financing (including a telephonic Request for Financing) shall be
irrevocable, shall be signed by or on behalf of the Company 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 (which shall be an
account that complies with the requirements of subsection 2.2(d)); (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 Prime Rate Borrowing. If no Interest Period with respect to any LIBOR
Borrowing is specified in any such notice, then the Company shall be deemed to
have selected an Interest Period of one month's duration. The Administrative
Agent shall promptly advise the Lenders of any notice given pursuant to this
Section 2.2 (and the contents thereof), of each Lender's portion of the
requested Borrowing and the account to which Advances made in connection with
the requested Borrowing are to be wired. The aggregate amount to be advanced by
the Lenders pursuant to a Request for Financing satisfying the foregoing shall
be limited to a principal amount which shall equal the lesser of (x) the amount
requested as an Advance pursuant to such Request for Financing, or (y) subject
to Section 2.1 hereof, the Available Commitment.

         (b)      Each Advance shall be made as part of a Borrowing consisting
of Advances made by the Lenders ratably in accordance with their applicable
Commitments; provided that the failure of any Lender to make any Advance shall
not in itself relieve any other Lender of its obligation to lend hereunder (it
being understood, however, that no Lender shall be responsible for the failure
of any other Lender to make any Advance required to be made by such other
Lender).

         (c)      Subject to Section 2.11, each Borrowing shall be comprised
entirely of Prime Advances or LIBOR Advances as the Company 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
Company 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
that the Company shall not be entitled to request any Borrowing which, if made,
would result in more than ten 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.



                                      -24-
   32

         (d)      Each Lender shall make each Advance to be made by it hereunder
on the Drawdown Date thereof by wire transfer of immediately available funds to
such account in Chicago as the Administrative Agent may designate not later than
12:00 p.m., Chicago time, and the Administrative Agent shall, promptly upon
receipt thereof, credit the amounts so received to an account as designated by
the Company, 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 Lenders.

         (e)      Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such 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 Company on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Company 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 Company until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Company, the
interest rate(s) applicable at the time to the Advances comprising such
Borrowing and (ii) in the case of such 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 Lender
shall repay to the Administrative Agent such corresponding amount, such amount
shall constitute such Lender's Advance as part of such Borrowing for purposes of
this Agreement. If the Company shall repay to the Administrative Agent such
corresponding amount, such amount shall be deemed not to have been borrowed
hereunder for purposes of utilization of the Maximum Commitment.

         (f)      Notwithstanding any other provision of this Agreement, the
Company 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 Company 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 Company to each
Lender hereunder and (iii) the



                                      -25-
   33

amount of any sum received by the Administrative Agent hereunder from the
Company and each Lender's share thereof.

         (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 Company 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 Company 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 A hereto (each a "Financing Note").

SECTION 2.4 REPAYMENT OF PRINCIPAL OF ADVANCES.

         (a)      The Company shall pay to the Administrative Agent on the
Maturity Date the principal of the Advances made by the Lenders outstanding at
the close of business on the Commitment Termination Date.

         (b)      The Advances shall be repaid as and when necessary to cause
the aggregate principal amount of the Advances outstanding not to exceed the
Available Commitment.

SECTION 2.5 PREPAYMENTS.

         (a)      Optional Prepayment; Voluntary Reduction of Commitment.

                  (i)      The Company 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 Company 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(b) 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 Company shall have the right, at any time and
         from time to time, without premium or penalty, to permanently reduce
         the Maximum Commitment hereunder by an amount of not less than $500,000
         or integral multiples thereof (or such lesser or greater amount
         representing the entirety of the remaining Available Commitment);
         provided, that any such reduction in the Maximum Commitment shall
         reduce the respective Commitment of each Lender pro rata; and, provided
         further, that no such reduction shall reduce the Maximum Commitment to
         an amount less than the sum of the then outstanding Advances.



                                      -26-
   34

         The right of the Company to voluntarily reduce the 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 p.m., Chicago time,
         at least three Business Days prior to the proposed permanent reduction
         in the Maximum Commitment, which notice shall specify the amount by
         which the Company proposes to permanently reduce the Maximum Commitment
         and the proposed date of such reduction.

         (b)      Broken Funding Indemnification.

                  The Company 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 Company 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: (y) 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 (z) any loss or expense suffered by the any
         Agent or any Lender in liquidating deposits in respect of LIBOR
         Advances prior to maturity.

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

         (c)      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 to the principal balance of then outstanding
Advances.

SECTION 2.6 INTEREST; FEES.

         (a)      The Company 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 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



                                      -27-
   35

                  (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 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 Company and the Administrative prompt notice thereof
(and shall thereafter give the Company 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
Company 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(a) hereof or convert such LIBOR Advances into Prime Advances.

         (c)      Without prejudice to the provisions of Section 10.2 hereof, in
the event of default by the Company in payment of any principal amount of the
Advances or interest thereon when due (whether at the stated maturity, by
acceleration or otherwise), the Company 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



                                      -28-
   36

computed on the basis of 360 days and actual days elapsed (including the first
day but excluding the last) occurring in the period for which payable.

         (e)      The Company agrees to pay quarterly in arrears to the
Administrative Agent on behalf of the Lenders on each March 31, June 30,
September 30, and December 31, commencing with December 31, 1999 through and
including December 31, 2001, 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 Commitments. 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 Company 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 BankOne, Chicago, Illinois, USA, ABA#
071-000-013, for the account of the Administrative Agent, Account #5201748 (or
such other place as the Administrative Agent shall have designated in writing to
the Company at 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 Company 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 Company at the time of conversion;



                                      -29-
   37

                  (ii)     if any LIBOR Advance is converted at a time other
         than the end of the Interest Period applicable thereto, the Company
         shall pay, upon demand, any amounts due to the Lenders pursuant to
         subsection 2.5(b);

                  (iii)    any portion of an Advance maturing or required to be
         repaid in less one month may not be converted or continued as a LIBOR
         Advance with an Interest Period ending after the date such repayment is
         required; and

                  (iv)     upon notice to the Company from the Administrative
         Agent, after the 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 Company requests 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 Company shall be deemed to have selected an
Interest Period of one month's duration. If the Company 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 Company agrees to use the proceeds of the Advances for the purpose
of supporting the Company's build-out or operation of its network and employing
primarily the products and services of Motorola Entities.

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 the Company 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 (a) the Lenders shall be
discharged from all obligations to make, renew or maintain the Advances, and (b)
the Company 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(b),
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 Company is 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
Company shall not be required to so pay upon demand.



                                      -30-
   38

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 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 Company 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 Company 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 Company.

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 the Fee Letter or under
Section 2.6, each reduction of the 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



                                      -31-
   39

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 Company or any other Credit
Party, or pursuant to a 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 Company expressly consents to the
foregoing arrangements and agrees 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 Company to such Lender by reason thereof as fully as if such Lender had
made an Advance directly to the Company 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 Company 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 Company 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 Company shall make such deductions and (iii) the
Company shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.



                                      -32-
   40

         (b)      In addition, the Company agrees 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 respect to, this Agreement or any other Credit Document imposed
by any Governmental Authority in the United States or the jurisdiction of any
Payment Location ("Other Taxes").

         (c)      The Company 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 Company to the relevant Governmental Authority, the
Company will deliver to the Administrative Agent, at its address referred to in
Section 12.7, 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
Company is located, or any treaty to which such jurisdiction is a party, with
respect to payments by the Company under this Agreement and the other Credit
Documents shall deliver to the Company (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 Company 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 Company 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



                                      -33-
   41

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 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 Company 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 Company 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 Company and the Administrative
Agent by facsimile of its intention to



                                      -34-
   42

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 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 Company.

         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 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 Company 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 Company. If any Affected Party is entitled to
reimbursement under this subsection 3.2(d) for any cost, the Affected Party
shall deliver to the Company 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 Company elects (which election shall be irrevocable) by
giving at least two Business Days prior written notice to the Affected Party,
the Company 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 Company has 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 Company is 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 Company may, at its 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 12.5), all
of its interests, rights and obligations under this Agreement



                                      -35-
   43

to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
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 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 Company (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 Company to require such assignment or delegation cease to apply.

                   SECTION 4 EXPENSES; INDEMNIFICATION; FEES

SECTION 4.1 EXPENSES.

        The Company agrees 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 any
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 McDermott, Will & Emery, counsel to the Agents, and of local
counsel to the Agents in Canada, incurred in connection with such negotiation,
preparation, execution and delivery of the Credit Documents, 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; and (f) all transfer, stamp,
documentary or other similar taxes, assessments or charges, if any, upon any of
the Credit Documents; provided the Company's aggregate obligations with respect
to clauses (a), (b) and (c) above (and to the extent incurred prior to the
Initial Funding Date, clause (f) above) shall not exceed $50,000. Fees shall be
deemed reasonable to the extent they are reviewed and approved by the
Administrative Agent.

SECTION 4.2 INDEMNIFICATION.

         (a)      Without in any way limiting the applicability of subsection
4.2(b) hereof, and without regard to whether the Company or any other Person has
disclosed any fact to



                                      -36-
   44

the Agents or the Lenders, the Company hereby indemnifies and holds 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 execution and delivery of
the Credit Documents, 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 Company 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 Company or any other Person has
disclosed any fact to an Indemnitee, the Company agrees 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.

                               SECTION 5 SECURITY

SECTION 5.1 SECURITY.

         In order to secure the due payment and performance by the Company of
the Obligations, simultaneously with the execution and delivery of this
Agreement, the Company shall:

         (a)      (i) Grant to the Collateral Agent (for the benefit of the
Lender Parties) a Lien on and pledge with the Collateral Agent, all of the
issued and outstanding shares or other forms or evidences of ownership owned by
it (whether now owned or hereafter acquired) of Clearnet, by the execution and
delivery to the Collateral Agent of a Pledge Agreement in the form of Exhibit B
hereto (the "Company Pledge Agreement"), or (ii)



                                      -37-
   45

grant to the Collateral Agent (for the benefit of the Lender Parties) a Lien on
and pledge an amount of unencumbered cash equal to the Maximum Commitment (as
the same may have been reduced pursuant to Section 2.5(a)(ii)) less any
prepayments made pursuant to Section 2.5(a)(i), by executing and delivering to
the Collateral Agent a Cash Collateral Agreement in the form of Exhibit C hereto
(the "Cash Collateral Agreement"); and

         (b)      Execute and deliver or cause to be executed and delivered such
other agreements, instruments and documents as the Collateral Agent may
reasonably require in order to effect the purposes of the Company Pledge
Agreement, the Cash Collateral Agreement, this Section 5 and this Agreement.

                    SECTION 6 REPRESENTATIONS AND WARRANTIES

         The Company makes the representations and warranties attributed to it
as a Credit Party in this Section 6 and the Company makes, on behalf of each of
the other Credit Parties, the representations and warranties attributable to
such Credit Party in this Section 6.

SECTION 6.1 ORGANIZATION.

         (a)      Each Credit Party that is not a natural Person is duly
organized and validly existing under the laws of its state or jurisdiction of
organization. Schedule 6.1(a) hereto accurately and completely lists, as to the
Company and the Operating Affiliates (excluding the Subsidiaries of the Persons
explicitly referenced in the definition thereof): (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 such Person 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 such Person 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 Company and the
Operating Affiliates (excluding the Subsidiaries of the Persons explicitly
referenced in the definition thereof) 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 6.1(a) hereto, and, to the extent owned by
the Company or any Restricted Subsidiary, are owned free and clear of any Lien
except for Permitted Liens. Except as set forth on Schedule 6.1(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 6.1(a) hereto, no Credit Party (other than the Company) has
any Subsidiaries. The Company has no Subsidiaries other than those listed on
Schedule 6.1(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



                                      -38-
   46

and in each state or jurisdiction in which it is qualified to do business. There
are no jurisdictions 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 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 6.2 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 Credit
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.

         (b)      All appropriate and necessary corporate, partnership and legal
actions have been taken by the Company to authorize the execution, delivery and
performance of each Credit Document, and the Company is duly authorized to
execute and deliver and to perform its obligations under each of the Credit
Documents.

SECTION 6.3 GOVERNMENTAL APPROVALS.

         (a)      All Governmental Approvals under all applicable Governmental
Rules in connection with (i) the due execution, delivery and performance by the
Company of its obligations, and the exercise of its rights, under the Credit
Documents, and (ii) the grant by the Company 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, 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. The Credit
Parties have obtained, and are in compliance in all material respects with, all
Governmental Approvals under all applicable Governmental Rules which are
necessary or required for the operation of the Systems and the conduct of the
Telecommunications Businesses, except for those Governmental Approvals the
failure to have or to be in compliance with could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. 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 the termination, rescission, modification or
suspension of which could reasonably be expected to have a Material Adverse
Effect, and no such disclosed matter could reasonably be expected to have a
Material Adverse Effect. None of the Credit Parties, respectively, has any
knowledge that the information set forth in any application submitted by any
Credit Party in connection with any Governmental Approval (the termination,
rescission, modification or suspension of which could reasonably be expected to
have a Material Adverse Effect) is inaccurate or incomplete in any material
respect as of the date submitted and as of the Closing Date and true and
complete copies of such Governmental Approvals have been



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(to the extent requested by the Administrative Agent) delivered to the
Administrative Agent.

SECTION 6.4 EXECUTION, ENFORCEABILITY, VIOLATION OF LAW AND AGREEMENTS.

         Each of the Credit Documents has been duly executed and delivered by
the Company and constitutes, the legal, valid and binding contract, agreement
and obligation of the Company enforceable in accordance with its terms except as
(x) the enforceability of the Credit 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 Canada, and (iii)
equitable orders of the Bankruptcy Court and comparable courts in Canada. The
execution, delivery and performance of the terms of each of the Credit Documents
by the Company and the payment by the Company of all amounts due on the dates
and in the currency provided for therein (a) will not, except as is set forth on
Schedule 6.4 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 the Company, which violation or
contravention thereof individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect; (b) will not, except as is set forth
on Schedule 6.4 hereto, contravene any governmental guideline or policy
statement applicable to the Company 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; (c) 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 the Company; (d) 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 the Company is a party or by which it or any of its properties or assets
is bound other than the Credit Documents; and (e) 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. To the extent
the representations and warranties contained in this Section 6.4 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 6.5 FINANCIAL STATEMENTS; BUSINESS PLAN.

         (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, 1998, 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 consolidated balance sheets and
consolidated statements of operations, changes in stockholders' equity and cash
flows (each as at March 31, 1999), have been prepared in



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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 6.5, since December 31,
1998, no event that could reasonably be expected to have a Material Adverse
Effect 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 aggregate.

         (b)      The financial and business projections 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
(as of the date of the Approved Business Plan). The Approved Business Plan has
been accompanied by a summary of the key assumptions utilized in preparing the
Approved Business Plans.

SECTION 6.6 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 6.7 PROPERTIES.

         All property and assets (including, without limitation, leasehold and
other non-fee simple property interests) 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.

SECTION 6.8 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 could not, 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



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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 any
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 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
(y) adequate reserves have been established in accordance with GAAP on the books
of such Credit Party or (z) 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 6.8(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 comply 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.

         (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.



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SECTION 6.9 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 of the Intellectual Property
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.

SECTION 6.10 BURDENSOME DOCUMENTS; AGREEMENTS WITH AFFILIATES; OTHER AGREEMENTS.

         (a)      Except as set forth on Schedule 6.10, 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 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 6.10 (including, without
limitation, the management agreements listed thereon) and except for agreements
(i) with any Restricted Subsidiary of the Company, 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.

SECTION 6.11 SECURITY DOCUMENTS.

         The Security Documents create in favor of the Collateral Agent (for the
benefit of the Lender Parties) 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.



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SECTION 6.12 JUDGMENTS, ACTIONS, PROCEEDINGS.

         Except as set forth on Schedule 6.12 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 (a) 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 (b) 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 6.13 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
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 6.14 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 6.15 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. The Company 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.

         No representation or warranty of the 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 6.16 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.



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   52

         Each of the representations and warranties set forth in Section 6
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 Person existing at such time, except that the
representations and warranties set forth in subsections 6.5(a) and (b) hereof as
to the financial statements of the Company (other than the representation that
no Material Adverse Effect has occurred since December 31, 1998) shall be deemed
a reference to the audited and unaudited financial statements of the Company
most recently delivered to the Administrative Agent pursuant to Sections 7.2 and
7.3 hereof.

SECTION 6.17 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 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 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.

         (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 January 1, 1999, or
adequate accruals therefor have been provided for in the financial statements
referred to in subsection 6.5(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.



                                      -45-
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         (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, 1998,
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 6, all references to
a Credit Party in this Section 6.17 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 6.18 USE OF PROCEEDS.

         No part of the proceeds received by the Company 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 6.19 INVESTMENT COMPANY.

         Neither the Company nor any of the other Credit Parties is an
"Investment Company" within the meaning of the Investment Company Act of 1940,
as amended.

                        SECTION 7 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, the Company 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. In
addition, the Company agrees to cause each other Credit Party to comply in all
respects with each covenant and agreement set forth below and attributed to such
Credit Party.

SECTION 7.1 PERFORMANCE OF OBLIGATIONS.

         (a)      The Company shall punctually pay all amounts due by it under
each of the Credit Documents 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.



                                      -46-
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         (b)      The Company shall, and shall cause each other Credit Party to,
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)      The Company shall, and shall cause each other Credit Party to,
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. The Company
shall, and shall cause each other Credit Party to, 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 Company shall promptly forward to the Administrative
Agent official receipts or other evidence acceptable to the Administrative Agent
establishing payment of such amounts.

SECTION 7.2 ANNUAL FINANCIAL STATEMENTS.

         As soon as available, but not later than 120 days after the end of its
fiscal year the Company shall deliver to the Administrative Agent, and if
requested, a sufficient number of additional copies for each Lender and the
Administrative Agent, (a) 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
and (b) copies of the Governmental Approvals not previously delivered to the
Administrative Agent as described in Section 7.6, such consolidated financial
statements to be audited and reported on by Deloitte & Touche LLP or other
internationally recognized independent certified public accountants of
recognized standing selected by the Company, 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 officer
of the Company shall deliver a certificate stating that at the date of such
certificate (i) 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 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 Company or any such other
Credit Party, as the case may be, is taking with respect thereto. In



                                      -47-
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addition, the foregoing certificate shall set forth in reasonable detail the
calculations required to establish compliance with the financial covenants set
forth in Section 7.15 hereof.

SECTION 7.3 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 7.2), the Company 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 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. In addition, the chief
financial officer of the Company shall deliver a certificate stating that at the
date of such certificate (a) 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 (b) 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 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 the calculations
required to establish compliance with the financial covenants set forth in
Section 7.15 hereof.

SECTION 7.4 OTHER INFORMATION.

         (a)      Promptly upon their becoming available, the Company 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 in connection with any of the Systems.

         (b)      From time to time, the Company shall deliver to the
Administrative Agent, such other information regarding the business of the
Company, the Operating Affiliates, any System or any Telecommunications Business
as the Administrative Agent may reasonably request.

         (c)      The officers of the Company (including, without limitation,
the chief financial officer 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 7.2 or 7.3 hereof (commencing with
the information delivered for the period ending March 31, 1999), in order to
discuss and review the Credit Parties' respective results shown on such
financial statements with representatives of the Administrative Agent.

SECTION 7.5 ACCESS TO BOOKS; INSPECTIONS.



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         (a)      The Company shall, and shall cause each other Credit Party to,
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 Company and the relevant other
Credit Parties, and after an Event of Default at the expense of the Company, to
inspect the facilities, activities, books of account and records of 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 shall promptly supply to the Lender
Parties copies of any reports on its or any 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. The Company shall also make available such further
information concerning its or any other Credit Party's business and affairs in
the Relevant Countries as any Lender Party may from time to time reasonably
request.

         (b)      The Company shall, and shall cause each other Credit Party to,
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 7.6 GOVERNMENTAL APPROVALS.

        The Company shall, and shall (in the case of clause (a)) cause each
other Credit Party to, promptly from time to time obtain or cause to be obtained
all Governmental Approvals as shall now or hereafter be necessary (a) for the
construction, ownership, completion, operation and maintenance of the relevant
Systems and the related Telecommunications Businesses (except where failure to
obtain such Governmental Approvals could not reasonably be expected to have a
Material Adverse Effect), and (b) 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.

SECTION 7.7 INSURANCE.

         The Company shall, and shall cause each other Credit Party to, (a)
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, (b) along with the
deliveries made pursuant to Section 7.3 hereof, deliver a certificate to the
Administrative Agent setting forth all insurance then in effect and stating the
names of the insurance companies, the



                                      -49-
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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 7.7, and (c) 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 (b)
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 7.8 CONTINUANCE OF BUSINESS.

         The Company shall, and shall cause each other Credit Party to, maintain
its 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 8.5 hereof, the present character of its
respective business.

SECTION 7.9 MAINTENANCE AND REPAIRS.

         The Company shall, and shall cause each other Credit Party to, 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 7.10 COMPLIANCE WITH LAW.

         (a)      The Company shall, and shall cause each other Credit Party to,
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, the Company, on its own behalf and on
behalf of the other Credit Parties, agrees that its activities in connection
with the Systems and the Telecommunications Businesses shall be conducted in
full compliance under the United States 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 7.10 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
7.10 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 7.10(a)
or in this Agreement to the contrary, the Company shall, and shall cause each
other Credit Party to,



                                      -50-
   58

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 Company or any other Credit Party, and the cost of delineation,
removal, treatment and disposal of any such Materials of Environmental Concern.
The Company will, and will cause each other Credit Party to, 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
Company, to ensure compliance with this Section 7.10.

SECTION 7.11 NOTICES.

         (a)      The Company shall promptly, but in no event later ten 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
         agreement or document relating to a System 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 any Credit Party which,
         if adversely determined, could reasonably be expected to have a
         Material Adverse Effect; or (B) 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;

                  (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;



                                      -51-
   59

         (b)      30 days prior written notice thereof, any notice received by
any Credit Party from any other Governmental Authority regarding events which,
if determined adversely, could reasonably be expected to have a Material Adverse
Effect, including, without limitation, the rejection, termination or revocation
of any Governmental Approval; and

         (c)      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 7.12 SECURITY; FURTHER ASSURANCES

         (a)      The Company shall register or record each of the Credit
Documents (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 Canada), and, in each
such case, in such manner and form as the Collateral Agent 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 Collateral Agent 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
(except to the extent resulting solely from an act or omission of the Collateral
Agent) 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)      The Company shall at all times and at the Company's cost,
warrant and defend its title in and to the Collateral.

         (c)      From time to time and at all times hereafter upon the
reasonable request of the Collateral Agent and (except to the extent are caused
solely by a change in circumstance related to the Collateral Agent) at the cost
of the Company, the Company 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.



                                      -52-
   60

         (d)      Notwithstanding anything to the contrary contained herein or
in the other Credit Documents:

                  (i)      If as of the last Business Day of each calendar month
         the Aggregate Pledge Collateral Value is greater than 130% of the
         Maximum Collateralized Amount, then all cash collateral then on deposit
         and subject to the Cash Collateral Agreement shall be released at the
         written direction of the Company. If as of the last Business Day of
         each calendar month the Aggregate Collateral Value is less than 125% of
         the Maximum Collateralized Amount, then, within five Business Days of
         such date, the Company shall deposit into the account subject to the
         Cash Collateral Agreement such amount of cash necessary, if any, so
         that, after giving effect thereto, the Aggregate Collateral Value
         (determined as of the date of such deposit and using the Closing Price
         rather than the Average Closing Price for such determination) is at
         least 125% of the Maximum Collateralized Amount. Along with the
         deliveries made pursuant to Sections 7.2 and 7.3 hereof, the Company
         shall deliver a certificate to the Administrative Agent setting forth
         (with calculations) the Aggregate Collateral Value and the Aggregate
         Pledge Collateral Value as of the last Business Day of each calendar
         month during the applicable period.

                  (ii)     The Collateral Agent may require the deposit of
         additional cash by the Company to be subject to the Cash Collateral
         Agreement if the Aggregate Collateral Value at any time, including as
         of the last Business Day of a calendar month, is less than 125% of the
         Maximum Collateralized Amount by giving written notice thereof to the
         Company. Such deposit shall be made within 5 days of the giving of such
         notice and shall be in an amount sufficient to make the Aggregate
         Collateral Value (as of the date of such deposit) at least 125% of the
         Maximum Collateralized Amount.

                  (iii)    Provided that the Company has not elected to deposit
         cash as cash collateral subject to the Cash Collateral Agreement in the
         amount and as provided in Section 5.1(a)(ii), the Company may request
         (which request shall be in writing and delivered to the Agents) that
         the cash on deposit and subject to the Cash Collateral Agreement be
         released per the written direction of the Company if, at any time, the
         Aggregate Pledge Collateral Value is greater than 130% of the Maximum
         Collateralized Amount. Such cash shall be released upon the written
         direction of the Company to the extent that, after giving effect to the
         release, the Aggregate Collateral Value (including any cash collateral
         not released) is at least 125% of the Maximum Collateralized Amount
         (determined as of the date of the release).

SECTION 7.13 CONSTRUCTION OF THE SYSTEMS.

         The Company shall proceed, together with the Operating Affiliates,
diligently to construct the Systems in the Relevant Countries as required and
permitted (to the extent necessary to achieve the Approved Business Plan)
pursuant to the Governmental Approvals obtained in connection therewith.



                                      -53-
   61

SECTION 7.14 MAINTENANCE OF GOVERNMENTAL APPROVALS

         Except to the extent loss or proposed modification of, or
non-compliance with, a Governmental Approval could not reasonably be expected to
have a Material Adverse Effect, the Company shall, and shall cause each other
Credit Party to: (a) comply in all material respects with the terms and
conditions of the its Governmental Approvals, preserve and maintain each such
Governmental Approval in full force and effect and shall not permit or suffer to
exist any default under its Governmental Approvals which could give rise to a
revocation or termination thereof; (b) enforce and maintain in all material
respects its respective rights under such Governmental Approvals; and (c) not
permit or consent to the modification or waiver (adverse to the license holder
or related Operating Affiliate) of any provision of such Governmental Approvals.

SECTION 7.15 FINANCIAL COVENANTS.

         The Company and the other Credit Parties shall have or maintain, on a
consolidated basis, and at all times:

         (a)      a ratio of Indebtedness to Normalized EBITDA of not greater
than the ratios set forth below at all times for the calendar quarters specified
below:




         Quarter end date      Maximum Indebtedness to Normalized EBITDA ratio
                                              
         6/30/00                                 38 : 1
         9/30/00                                 38 : 1
         12/31/00                                38 : 1
         3/31/01                                 38 : 1
         6/30/01                                 38 : 1
         9/30/01                                 38 : 1



         (b)      The product of (i) four times (ii) EBITDA, measured for the
most recently ended fiscal quarter commencing with the fiscal quarter ending
September 30, 1999, of not less than the amount on the quarter end dates set
forth below:



         Quarter end date                       Minimum EBITDA
                                            
         12/31/99                               (166,000,000)
         3/31/00                                (172,000,000)
         6/30/00                                (166,000,000)
         9/30/00                                (152,000,000)
         12/31/00                               (135,000,000)
         3/31/01                                (114,000,000)
         6/30/01                                 (75,000,000)
         9/30/01                                 (27,000,000)


         (c)      In addition, in the event that any compliance certificate
delivered pursuant to Section 7.2 or 7.3 reflects the failure of the Company to
satisfy the EBITDA-related covenant under clauses (a) and (b) above for the most
recently ended quarterly period



                                      -54-
   62

certified thereon, the calculation of EBITDA for such covenants for such period
shall include as income, to the extent necessary for compliance with such
covenants for such period, an amount equal to the positive difference, if any,
of Adjusted Paid-in Capital as of the end of such quarterly period minus the
Adjusted Paid-in Capital Amount set forth in the table below as of the end of
such quarterly period (the amount of such excess which is included as income for
purposes of compliance with clauses (a) and (b) above, together with all
previous income adjustments under this clause (c), is referred to as the
"Utilized EBITDA Adjustment"); provided that adjustments to income under this
clause (c) for a quarterly period shall not be permitted if an adjustment under
this clause (c) was made with respect to the immediately preceding quarterly
period; provided, further, the Utilized EBITDA Adjustment shall not be treated
as income for any other calculation of EBITDA under the Credit Documents.



         Quarter end date                       Adjusted Paid-in Capital Amount
                                            
         9/30/99                                  595,460,000
         12/31/99                                 606,000,000
         3/31/00                                  606,000,000
         6/30/00                                  861,000,000
         9/30/00                                  861,000,000
         12/31/00                               1,117,000,000
         3/31/01                                1,117,000,000
         6/30/01                                1,296,000,000
         9/30/01                                1,296,000,000



                          SECTION 8 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, the Company 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. In
addition, the Company agrees to cause each of the other Credit Parties to comply
in all respects with each covenant and agreement set forth below and attributed
to such Credit Party.

SECTION 8.1 INDEBTEDNESS.

         The Company shall not, and shall not permit any other Credit Party 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.

SECTION 8.2 GUARANTIES.

         The Company shall not, and shall not permit any other Credit Party to,
assume, endorse, be or become liable for, or guarantee, the obligations of any
Person (other than the "Borrowing Affiliate Guaranties" and "Parent Guaranties"
under and as defined in the MEFA) except (a) by the endorsement of negotiable
instruments for deposit or collection in the ordinary course of business, and
(b) in respect of the Permitted Indebtedness of the Credit Parties. For the
purposes hereof, the term "guarantee" shall include any agreement, whether such
agreement is on a



                                      -55-
   63

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 8.3 TRANSFER.

         (a)      Except as otherwise permitted by Section 8.5, the Company
shall not, and shall not permit any other Credit Party 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 Restricted Subsidiaries) as listed on the most recent
balance sheet delivered in accordance with subsections 7.2(a) or 7.3(a) hereof,
as the case may be, or the aggregate value of assets disposed of in any year
does not exceed 10% of the total assets of the Company on a consolidated basis
(excluding Subsidiaries of the Company which are not Restricted Subsidiaries) as
listed on the most recent balance sheet delivered in accordance with subsections
7.2(a) and 7.3(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 8.3(a)
above, the Company shall not, and shall not permit any other Credit Party 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 8.4 LIENS.

         The Company shall not, and shall not permit any other Credit Party to,
create or suffer to exist any Lien upon or with respect to any of such Person's
assets or property, whether now owned or hereafter acquired, other than
Permitted Liens and the Liens in existence on the Closing Date as set forth on
Schedule 8.4.

SECTION 8.5 MERGERS; ACQUISITIONS.

         The Company shall not, and shall not permit any other Credit Party to,
(a) merge or consolidate with any Person (except that a wholly-owned Restricted
Subsidiary of the Company may merge into any other wholly-owned Restricted
Subsidiary of the Company), or (b) except as permitted by Section 8.9 or Section
8.10 hereof, acquire all or substantially all of the assets or any of the
capital stock or the partnership interests of any Person.



                                      -56-
   64

SECTION 8.6 DISTRIBUTIONS; REDEMPTIONS.

         (a)      The Company shall not, and shall not permit any other Credit
Party to, declare or pay any dividends or make any distribution of any kind on
such Person's outstanding stock, or set aside any sum for such purposes (all of
the foregoing, "Distributions") except to the extent that 100% of such
Distributions are immediately applied to prepay (i) first, the MEFA Obligations
and (ii) second, the Obligations.

         (b)      The Company shall not, and shall not permit any other Credit
Party to, purchase, redeem, retire or otherwise acquire, directly or indirectly,
or make any sinking fund payment with respect to, any shares of any class of
stock of any such Person 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"), 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 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) repurchases of Warrants issued pursuant to the Warrant
Agreement dated as of March 6, 1997 between the Company and The Bank of New York
as Warrant Agent; (vii) 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; and (viii) redemptions pursuant to
the exercise by the holders thereof of the "put" rights identified on Schedule
8.6 hereto; provided, that, the redemptions, repurchases and payments described
in the foregoing clauses (i) - (vii) 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 8.7 USE OF PROCEEDS.

         The Company shall not use any of the proceeds of any Advance 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



                                      -57-
   65

carrying, any margin stock (within the meaning of Regulation U or X of the Board
of Governors of the Federal Reserve System).

SECTION 8.8 AMENDMENT OF DOCUMENTS AND ORGANIZATION.

         (a)      The Company shall not, and shall not permit any other Credit
Party to, (i) amend, waive or modify, or agree to any amendment, waiver,
supplement or modification of, or fail to perform its obligations under any
document or agreement relating to a System 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 agreement or
document relating to a System 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 material agreement or
document relating to a System 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 any
material agreement or document relating to a System (other than any right of
termination) the result of which could reasonably be expected to have a Material
Adverse Effect.

         (b)      The Company shall not, and shall not permit any other Credit
Party 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 ability to perform its obligations under the
Credit Documents.

SECTION 8.9 INVESTMENTS; LOANS; ADVANCES.


         The Company shall not, and shall not permit any other Credit Party to,
make any Investment, loan or advance to any Person except as follows:

         (a)      loans or advances to the extent permitted by Section 8.11
                  hereof;

         (b)      Permitted Investments;

         (c)      Investments permitted by Section 8.5;

         (d)      loans or advances by the Company to the Credit Parties;

         (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;



                                      -58-
   66

         (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
                  Subsidiary, so long as all of the Capital Stock of the
                  Restricted Subsidiary owned by the Company or a Restricted
                  Subsidiary has been pledged to the "Collateral Agent" under
                  the MEFA and is not subject to any other Lien, except for
                  Permitted Liens;

         (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)      [Reserved];

         (m)      Investments by a Credit Party in a Person which will, upon the
                  making of such Investment, become a Restricted Subsidiary 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 Restricted Subsidiary 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 Subsidiaries on the date of such Investment and
                  (ii) none of the Capital Stock of such Person owned by the
                  Company or a Restricted Subsidiary shall 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 in a Person which has ceased to be a Restricted
                  Subsidiary or ceases to observe any of the provisions of the
                  covenants applicable to it as a result of an event similar to
                  those described in Section 10.1(l), (m) or (n); provided (i)
                  such Investment is made solely with the proceeds of a
                  substantially concurrent capital contribution to, or sale of
                  capital stock



                                      -59-
   67

                  (other than Redeemable Stock) of, the Company and (ii) after
                  such Investment such event shall no longer continue and such
                  Person shall be a Restricted Subsidiary; and

         (p)      additional Investments, loans and advances not to exceed
                  $10,000,000 in the aggregate.

Notwithstanding anything contained in this Section 8.9 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 8.11;
provided that (A) all such Persons shall be deemed to be "Restricted
Subsidiaries" for all purposes of this Agreement, and (B) 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 Subsidiaries.

SECTION 8.10 TRANSACTIONS WITH AFFILIATES.

         The Company shall not, and shall not permit any other Credit Party to,
except as expressly permitted under the Credit Documents, transfer, sell, assign
or otherwise dispose of, directly or indirectly, any of its assets to any
Affiliate other than a Credit Party (any such Affiliate other than a Credit
Party, 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.

SECTION 8.11 CHANGES IN BUSINESS.

         (a)      The Company shall not , and shall not permit any other Credit
Party 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)      The Company shall not, and shall not permit any other Credit
Party to, (i) make any material change in its business or the Systems in the
Relevant Countries, or (ii) wind-up or liquidate or dissolve itself (or suffer
any liquidation or dissolution) or discontinue its business.

SECTION 8.12 PREPAYMENTS.




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         The Company shall not, and shall not permit any other Credit Party to,
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, Indebtedness under the MEFA.

SECTION 8.13 ERISA OBLIGATIONS.

         The Company shall not, and shall not permit any other Credit Party to,
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 8.14 SALE AND LEASEBACK TRANSACTIONS.

         The Company shall not, and shall not permit any other Credit Party to,
directly or indirectly, enter into any sale and leaseback transaction or any
other arrangement with any Person providing for any such Credit Party to lease
or rent property that any such Credit Party has sold or will sell or otherwise
transfer to such Person, except as permitted to be incurred as Indebtedness
under Section 8.l.

SECTION 8.15 NEW SUBSIDIARIES.

         The Company shall not, and shall not permit any other Credit Party 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 6.1(a) hereof and those Subsidiaries permitted by Section 8.9
and 8.11 hereof.

SECTION 8.16 RESTRICTED SUBSIDIARIES.

         The Company shall not designate any Restricted Subsidiary as an
Unrestricted Subsidiary, and shall not itself, and shall not permit any
Restricted Subsidiary to, sell, convey, transfer or otherwise dispose of any
assets, other than in the ordinary course of business, to any Unrestricted
Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such
transaction, unless such Subsidiary does not own any stock of, and does not own
or hold any Lien on any property of, the Company or any Restricted Subsidiary;
provided, that (a) any guarantee by the Company or any Restricted Subsidiary of
the Company of any Indebtedness of the Subsidiary being designated as an
Unrestricted Subsidiary shall be deemed an incurrence of such Indebtedness or an
Investment by the Company or such Restricted Subsidiary (or both, if
applicable); (b) either (i) the Subsidiary to be deemed an Unrestricted
Subsidiary has total gross assets of $1,000 or less, or (ii) if the Subsidiary
to be deemed an Unrestricted Subsidiary has total gross assets greater than
$1,000, then such designation shall, for all purposes of Section 8.6 (including
clause (b) thereof), be deemed to be a Restricted Payment of an amount equal to
the fair market value of the Company's ownership interest in such Subsidiary
(including, without



                                      -61-
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duplication, such indirect ownership interest in all Subsidiaries of such
Subsidiary), as determined by the Board (as defined below) in good faith; and
(c) if applicable, the incurrence of Indebtedness and the Investment referred to
in clause (a) of this proviso would be permitted under Sections 8.1 and 8.6,
respectively.

         The Company's Board of Directors (the "Board") may designate any
existing Unrestricted Subsidiary or any Person that is about to become a
Subsidiary of the Company as a Restricted Subsidiary if, after giving effect to
such action (and, if such designation is made in connection with the acquisition
of a Person or an operating business that is about to become a Subsidiary of the
Company, after giving effect to all terms of such acquisition) (a) on a pro
forma basis, on the date of such action, the Liens and Indebtedness, if any, of
such Unrestricted Subsidiary or Person outstanding immediately prior to such
designation would have been permitted to be incurred (and shall be deemed to
have been incurred) for all purposes of this Agreement; and (b) no Default or
Event of Default shall have occurred and be continuing.

         Notwithstanding the foregoing provisions of this Section 8.16, the
Board may not designate any of the Operating Affiliates to be an Unrestricted
Subsidiary.

         The Board, from time to time, may designate any Person that is about to
become a Subsidiary of the Company as an Unrestricted Subsidiary, and may
designate any newly-created Subsidiary as an Unrestricted Subsidiary, if at the
time such Subsidiary is created it contains no assets (other than such de
minimis amount of assets then required by law for the formation of corporations)
and no Indebtedness.

         Subsidiaries of the Company that are not designated by the Board as
Restricted or Unrestricted Subsidiaries shall be deemed to be Restricted
Subsidiaries. Notwithstanding any provisions of this Section 8.16, all
Subsidiaries of an Unrestricted Subsidiary shall be Unrestricted Subsidiaries.

                         SECTION 9 CONDITIONS PRECEDENT

SECTION 9.1 CONDITIONS TO INITIAL ADVANCE.

         The obligations of the 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 and the Lenders on or
prior to the date of the initial Advance:

         (a)      All representations and warranties in Section 6 hereof shall
be true and correct as of the date made and as of the date of the initial
Advance (except to the extent they relate to an earlier date in which case such
representations and warranties shall be true as of such date).

         (b)      Company Documents. The Company shall have:

                  (i)      executed and delivered to the Administrative Agent
         this Agreement and, to the extent requested by one or more of the
         Lenders, the Financing Note(s);



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                  (ii)     delivered to the Agents: (A) copies of, or
         certificates of the issuing companies with respect to, policies of
         insurance owned by the Company complying with the provisions of Section
         7.7 hereof; (B) evidence of the Company's liability insurance policies,
         and (C) evidence that such insurance is in full force and effect;

                  (iii)    executed and delivered to the Collateral Agent the
         Company Pledge Agreement or the Cash Collateral Agreement, together
         with, in the case of the Company Pledge Agreement (A) the certificates
         evidencing the capital stock pledged by it accompanied by stock powers
         endorsed in blank and irrevocable proxies relating thereto; (B) any
         written consents and acknowledgements from the holders of the capital
         stock of Clearnet, any amendments to Clearnet's organizational
         documents (including, without limitation, an amendment to Clearnet's
         articles of incorporation which provides that the Collateral Agent
         shall be a "permitted transferee" under Clearnet's articles of
         incorporation given the purposes for which Advances are being made
         hereunder as set forth in Section 2.9), and any and all other
         agreements that are necessary to allow for (1) the execution of the
         Company Pledge Agreement, (2) the enforcement of remedies by the
         Collateral Agent under the Company Pledge Agreement, (3) the transfer
         or conversion by the Collateral Agent of the Pledged Shares in
         accordance with the Company Pledge Agreement, and (4) the enjoyment by
         the Collateral Agent of any rights relating to the Pledged Shares,
         including, without limitation, the rights granted under the Transfer
         Restriction Agreement; and (C) evidence reasonably satisfactory to the
         Collateral Agent that Clearnet's Class D shares have been released from
         the escrow established pursuant to the terms of the Escrow Agreement;

                  (iv)     duly complied with all of the terms and conditions of
         the Company Pledge Agreement or the Cash Collateral Agreement, as
         applicable;

                  (v)      made all necessary registrations under the law of the
         United States and Canada, 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 Company; and

                  (vii)    otherwise duly complied with all of the terms and
         conditions of the Security Documents to be executed by it.

         (c)      The Administrative Agent shall have received the following
documents:

                  (i)      copies, certified by an Authorized Officer of the
         Company, of the Articles of Incorporation (including, without
         limitation, any amendments thereto) and Bylaws of the Company, each as
         amended to date, along with evidence establishing the existence and
         good standing of the Credit Parties incorporated in the United States
         of America;



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                  (ii)     certificates of an Authorized Officer of the Company
         certifying (A) the resolutions of the Board of Directors or other
         governing body of the Company authorizing the execution, delivery and
         performance of the Credit Documents, and (B) the authority, name, title
         and specimen signature of each individual authorized to execute the
         Credit Documents, and any other documents in relation thereto on behalf
         of the Company and to bind the Company thereby;

                  (iii)    a copy of the Company's most recent audited and of
         the Company's most recent unaudited financial statements in conformity
         with Sections 7.2 and 7.3 hereof, and

                  (iv)     the opinion of Canadian local counsel to the Company
         and the opinion of special United States counsel to the Company, each
         dated the Initial Funding Date and addressed to the Agents and the
         Lenders (and to be relied upon by their respective assigns), in the
         form attached hereto as Exhibits D-1 and D-2, respectively.

         (d)      The Administrative Agent shall have received the Approved
Business Plan for the Company.

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

         (f)      The Company shall have otherwise complied with the collateral
security requirements in Section 5 of this Agreement.

SECTION 9.2 CONDITIONS TO ALL ADVANCES.

         The obligation of the Lenders to make any Advance to the Company upon
the occasion of each financing hereunder (including, without limitation, the
initial Advance) 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 shall have occurred and be
continuing, (ii) the representations and warranties made by the Company in the
Credit Documents are true and correct in all material respects (other than those
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 Company certifying as to the foregoing matters.

                          SECTION 10 EVENTS OF DEFAULT

SECTION 10.1 EVENTS OF DEFAULT.




                                      -64-
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         Each of the following events shall constitute an Event of Default
hereunder:

         (a)      The Company 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 Company 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 10.1) 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 or more days.

         (c)      Any representation or warranty made by the Company herein or
in any other Credit Document 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.

         (d)      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, 7.11, 7.14 and 7.15 and Section 8 of this
Agreement attributed to it.

         (e)      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 30 days after written notice thereof has been given by the
Administrative Agent.

         (f)      Any Governmental Approval necessary to enable the Company or
any other Credit Party to comply with its obligations under the Credit 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 Business days by proper
proceedings and dismissed or stayed within 30 days, or notice shall have been
given by such Governmental Authority for such purpose and shall have remained
uncontested for ten Business Days.

         (g)      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 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 the Company under
any such agreement or document, the effect of which is to accelerate or to
permit the acceleration of the maturity of such Indebtedness.



                                      -65-
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         (h)      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 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, shall
have been entered against any Credit Party and not paid and discharged,
dismissed or stayed within 30 days.

         (i)      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 60 days or more; or any order for relief shall have been entered in
any such proceeding or the Company, 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 60 days or more.

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

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

         (l)      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.

         (m)      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, any portion of the Collateral other than pursuant to a failure by the
Collateral Agent.



                                      -66-
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         (n)      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 Credit Party to the PBGC in excess of $5,000,000.

         (o)      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.

         (p)      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.

         (q)      The Company shall have ceased to own, free of any liens (other
than Liens arising under the Credit Documents or, in the case of the Operating
Affiliates, Permitted Liens), and maintain, directly or indirectly, the number
of shares of the Class D common stock of Clearnet (or such number of shares of
the publicly-traded Class A common stock of Clearnet into which such Class D
common stock is convertible) and the capital stock of the Operating Affiliates
specified in Schedule 10.1(q) hereto, with the numbers thereon to be promptly
adjusted to reflect stock dividends, stock splits, reclassifications, and
similar events requiring adjustment.

         (r)      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.

         (s)      This Agreement, the Financing Note, 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 the Company or the Company shall deny that it has any or further
liability thereunder or hereunder as the case may be.

         (t)      Any event constituting a default or event of default which
would permit acceleration under the Nextel Argentina Facility or the Nextel
Brazil Facility as each of the same is in effect on the date hereof or as
amended with the consent of the Required Lenders.

         (u)      The occurrence of any Change of Control.

SECTION 10.2 REMEDIES.

         (a)      Except as described in the immediately succeeding sentence, if
an Event of Default described in subsections 10.1(i), (j), (k), (l) and (m)
hereof 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



                                      -67-
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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 Company. 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, by written notice to the Company, (A) declare the
Commitments to be terminated whereupon the obligation of the Lenders to make or
maintain the Advances hereunder shall forthwith terminate, and (B) 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 Company. 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 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 Canada or other applicable laws, all of which rights and remedies
shall be cumulative and non-exclusive, to the extent permitted by law.

         (b)      The Company agrees, 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.

         (c)      The Collateral Agent may, upon the occurrence and during, the
continuance of an Event of Default, without demand and without advertisement or
notice, all of which the Company waives 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; 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.

         (d)      In connection with the foregoing remedies, the Company 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 the Collateral Agent or the Required
Lenders may enforce any obligations of the Credit Parties as set forth in this
Agreement and the other Credit Documents by an action for specific performance.

         (e)      The Lender Parties may (but shall not be obligated to) make
advances to preserve, protect or obtain any of the Collateral, and all such
advances shall become part



                                      -68-
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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 average interest rate applicable
(including the Applicable Margin thereon) to the Financing Note on the date of
such advance.

         (f)      All moneys received by the Collateral Agent pursuant to any
right given or action taken under Section 11 of this Agreement shall be applied
as follows:

                  FIRST - To the reimbursement to the Lender Parties of all
reasonable expenses and costs of litigation and of any proceedings resulting in
the collection of such moneys, including, without limitation, attorney's fees,
receivership, collection, maintenance, improvements and other acts of
administration and sale of properties;

                  SECOND - To the payment of the unpaid principal of and
interest on any Advance which shall have become due and payable and other fees,
costs and expenses which the Company is required to pay from time to time to the
Lender Parties under or pursuant to this Agreement or any other Credit Document,
as well as all other obligations, covenants, undertakings and liabilities of the
Company to the Lender Parties arising out of or in connection with this
Agreement or any other Credit Document, which shall have become due and payable
in such order as the Lenders may decide; and

                  THIRD - The balance, if any, shall be delivered and paid to
the Company.

         (g)      The Lender Parties shall not proceed to liquidate the
Collateral 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 Lender Parties may continue so to
liquidate until all outstanding obligations which have become due and payable
have been satisfied in full.

         (h)      The Agents may exercise any and all of their remedies under
the Security Documents contemporaneously or separately from the exercise of any
other remedies hereunder or with respect to any Collateral.

SECTION 10.3 CUMULATIVE RIGHTS.

         No failure or delay on the part of any Lender Party in exercising any
right, power or remedy accruing to it upon any breach or default of the Company
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 10.4 WAIVER OF DEMAND; SETOFF.



                                      -69-
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         DEMAND, PRESENTMENT, PROTEST AND NOTICE OF DEMAND, PRESENTMENT, PROTEST
AND NONPAYMENT ARE HEREBY WAIVED TO THE EXTENT PERMITTED BY LAW BY THE COMPANY.
THE COMPANY ALSO WAIVES THE BENEFIT OF ALL RIGHTS OF SETOFF AND ALL VALUATION,
APPRAISAL AND EXEMPTION LAWS TO THE EXTENT PERMITTED BY LAW.

SECTION 10.5 WAIVER OF NOTICE.

         IN THE EVENT OF AN EVENT OF DEFAULT, THE COMPANY HEREBY WAIVES 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. THE COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL
OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS AGREEMENT.

          SECTION 11 THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

         In order to expedite the transactions contemplated by this Agreement,
Motorola Credit Corporation is hereby appointed to act as Administrative Agent
and Collateral Agent on behalf of the Lenders (for purposes of this Section 11,
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 give notice on behalf of each
of the Lenders to the Company 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
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.

         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
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



                                      -70-
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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 Company or any other Credit Party on
account of the failure of or delay in performance or breach by any Lender of any
of its obligations hereunder or to any Lender on account of the failure of or
delay in performance or breach by any other Lender or 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 Agent as
provided below, either Agent may resign at any time by notifying the Lenders and
Company. 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 Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders, appoint a successor 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 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 Agent and the retiring Agent shall be discharged from its duties and
obligations hereunder. After the Agent's resignation hereunder, the provisions
of this Article and Section 8.5 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
Agent.

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

         Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on its aggregate Commitment hereunder) of
any expenses incurred for the benefit of the Lenders by the Agents, 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



                                      -71-
   79

Company and (b) to indemnify and hold harmless each 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 Agent or any of them 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
Company or any other Credit Party; provided that no Lender shall be liable to an
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 such Agent or any of its directors, officers, employees or
agents.

         Each Lender acknowledges that it has, independently and without
reliance upon the Agents 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 Agents 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.

         The Collateral Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any of the Collateral in its possession if it
takes such action for that purpose as the Company requests in writing, but
failure of the Collateral Agent to comply with any such request shall not of
itself be deemed a failure to exercise reasonable care, and no failure of the
Collateral Agent to preserve or protect any rights with respect to such
Collateral against prior parties, or to do any act with respect to the
preservation of such Collateral not so requested by the Company, shall be deemed
a failure to exercise reasonable care in the custody or preservation of such
Collateral.

                            SECTION 12 MISCELLANEOUS

SECTION 12.1 WAIVER OF SOVEREIGN IMMUNITY.

         To the extent that the Company or any of its respective assets has or
hereafter may acquire any right to immunity from suit, setoff, legal proceedings
generally, attachment prior to judgment, attachment in aid of execution or other
attachment or execution of judgment on the rounds of sovereignty or otherwise,
the Company 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.



                                      -72-
   80

SECTION 12.2 VENUE FOR SUIT.

         The Company 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, the Company 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. The Company
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.

         The Company 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 the Company to receive,
accept and acknowledge, for and on behalf of the Company 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. The
Company 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 Company 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 12.2. The Company 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 the Company in accordance with this Section 12.2 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 Company by registered or certified mail,
or overnight express air courier, provided that failure to provide such copy to
the Company shall not impair or affect in any way the validity of such service
or any judgement rendered in such action or proceedings. The Company agrees that
service upon the Company or any such designee, appointee and agent as provided
for herein shall constitute valid and effective personal service upon the
Company with respect to matters contemplated in this Section 12.2 and that the
failure of any such designee, appointee and agent to give any notice of such
service to the Company 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 the Company in any other venue where
assets of the Company may be found.



                                      -73-
   81


SECTION 12.3 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 12.4 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 12.5 BINDING EFFECT; ASSIGNMENT.

         (a)      This Agreement shall be binding upon and shall inure to the
benefit of the Company, the Lender Parties and their respective successors and
assigns, provided, that the Company 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
Company (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 Company (the "Syndication").
The Initial Lender may request the Company 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 Company, 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 12.5(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 Company 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 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 Company agrees 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 Company 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



                                      -74-
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limitation, providing information to and responding to questions from
prospective assignees with respect to the operations, business plans and other
matters relating to the Company's business on a timely basis and in any manner
reasonably requested by the Initial Lender).

SECTION 12.6 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 Company therefrom shall in
any event be effective unless the same shall be permitted by paragraph
subsection 12.6(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 the Company in any case shall entitle the Company 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 Company 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 12.5, 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.

SECTION 12.7 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:                Nextel International, Inc.
                                        2001 Edmund Halley Drive
                                        Reston, Virginia  20191
                                        Attention: Chief Financial Officer
                                        Fax No.: (703) 433-8435



                                      -75-
   83

         with a copy to:                Jones, Day, Reavis & Pogue
                                        North Point
                                        901 Lakeside Avenue
                                        Cleveland, OH 44114
                                        Attention: Jeanne M. Rickert
                                        Fax No.: (216) 579-0212

         To the Administrative Agent:   Motorola Credit Corporation
                                        1301 East Algonquin Road
                                        Schaumburg, Illinois 60196-1065
                                        Attention: Gary B. Tatje
                                        Fax No.: (847) 538-2279

         with a copy to:                Motorola, Inc.
                                        1303 East Algonquin Road
                                        Schaumburg, Illinois 60196-1065
                                        Attention: Law Department, Global
                                                   Finance Group
                                        Fax No.: (847) 576-3628

         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.

         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 12.8 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 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 12.9 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 12.10 CONFIDENTIALITY.



                                      -76-
   84

         Each of the Company 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 and potential assignees and
participants, 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 12.10, 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 12.10 or
(ii) becomes available to such party on a non-confidential basis from a source
other than the other parties hereto.

         For the purposes of this Section 12.10, "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
non-confidential 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 12.10 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 12.11 TERM OF AGREEMENT.

         This Agreement shall continue in full force and effect, and be binding
upon the Company, until all of the Obligations have been fully and indefeasibly
paid and performed whereupon this Agreement shall terminate. Notwithstanding the
foregoing, all the indemnification provisions shall survive and all other
provisions which by their terms survive termination shall so survive.



                                      -77-
   85



         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:                               NEXTEL INTERNATIONAL, INC.



                                       By: /s/ Byron Siliezar
                                           ------------------
                                                Name: Byron Siliezar
                                                     -------------------------
                                                Title: Chief Financial Officer
                                                      ------------------------


INITIAL LENDER:                        MOTOROLA CREDIT CORPORATION



                                       By: /s/ Gary Tatje
                                           ------------------
                                                Name:  Gary B. Tatje
                                                Title:  Vice President


ADMINISTRATIVE AGENT:                  MOTOROLA CREDIT CORPORATION



                                       By: /s/ Gary Tatje
                                           ------------------
                                                Name:  Gary B. Tatje
                                                Title:  Vice President


COLLATERAL AGENT:                      MOTOROLA CREDIT CORPORATION



                                       By: /s/ Gary Tatje
                                           ------------------
                                                Name:  Gary B. Tatje
                                                Title:  Vice President





                   [SIGNATURE PAGE TO SECURED LOAN AGREEMENT]

EX-10.3

   1
                                                                    Exhibit 10.3


                                                               EXECUTION VERSION

                                 FIRST AMENDMENT
                                       TO
                             SECURED LOAN AGREEMENT

         This First Amendment (the "First Amendment") to Secured Loan Agreement
is entered into by and between NEXTEL INTERNATIONAL, INC., a corporation
organized under the laws of the State of Washington, with its principal office
at 2001 Edmund Halley Drive, Reston, Virginia, 20191 U.S.A. (the "Company") and
MOTOROLA CREDIT CORPORATION, a corporation duly organized under the laws of the
State of Delaware, U.S.A., with its principal office at 1303 East Algonquin
Road, Schaumburg, Illinois 60196-1065, U.S.A. (referred to herein as the
"Creditor" or "MCC").

                              W I T N E S S E T H:

         WHEREAS, the Company has heretofore entered into a Secured Loan
Agreement, dated as of December 16, 1999 with the Creditor and with MCC in its
capacities as collateral agent (in such capacity, the "Collateral Agent") and as
administrative agent (in such capacity, the "Administrative Agent") (as
heretofore amended, modified or supplemented, the "Financing Agreement";
capitalized terms used herein and not otherwise defined herein having the
meanings assigned thereto in the Financing Agreement);

         WHEREAS, the Company has requested that the Creditor agree to certain
amendments to the Financing Agreement; and

         WHEREAS, subject to the terms and conditions set forth herein, the
Creditor is willing to undertake certain amendments to the Financing Agreement.

         NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Company and the Creditor hereby agree as follows:

         SECTION 1. AMENDMENTS.

         Upon the satisfaction by the Company of the conditions precedent set
forth in Section 2 below, and in reliance on the warranties of the Company set
forth in Section 3 below, the Financing Agreement is hereby amended as follows:

         1.1      The definition of "Permitted Indebtedness" in Section 1.1 of
                  the Financing Agreement is hereby amended by deleting clause
                  (f) and inserting the following in lieu thereof:

                  "(f) Indebtedness of the Credit Parties (i) not exceeding, in
                  the aggregate, the lesser of (x) the gross amount of the
                  issuance of the Company's Senior



                                      -1-
   2

                  Serial Redeemable Notes due 2010 issued on or before September
                  30, 2000 and (y) $800,000,000, (ii) having a weighted average
                  life to maturity longer than each of (x) the MEFA Obligations
                  and (y) the Obligations for Advances made under this Agreement
                  and (iii) which shall be unsecured and otherwise be on terms
                  and conditions reasonably satisfactory to the Required
                  Lenders;"

         1.2      There is hereby added to the Schedules to the Financing
                  Agreement a Schedule 1.1(e) (Target Cumulative Subscribers) in
                  the form attached.

         1.3      The following term is hereby added to Section 1.1 of the
                  Financing Agreement in its appropriate alphabetical order:

                  " "Aggregate Subscribers" means, for any date, the sum as of
                  such date of (a) the aggregate number (without duplication) of
                  Subscriber Units of the Company, Nextel Mexico, Nextel Peru,
                  Nextel Argentina and Nextel Brazil plus (b) the product of the
                  Company's Ownership Percentage of Nextel Philippines times the
                  Subscriber Units of Nextel Philippines."

         1.4      The terms "Borrowing Affiliate," "Nextel Philippines," and
                  "Subscriber Units" shall be deemed to have the meanings under
                  the Financing Agreement which are given to such terms under
                  the MEFA as of the date of this First Amendment.

         1.5      The last sentence of Section 7.2 of the Financing Agreement is
                  hereby amended and restated in its entirety as follows:

                  "The foregoing financial statements shall be accompanied by a
                  certificate of the Company's or Nextel International's
                  principal financial officer setting forth in reasonable detail
                  each of the calculations required to establish compliance with
                  the financial covenants set forth in Section 7.15 hereto,
                  which certificate shall include a representation that each
                  such calculation (including, without limitation, any such
                  calculations made pursuant to any Schedule to this Agreement)
                  (i) has been made in accordance with GAAP, (ii) is consistent
                  with all relevant definitions set forth in this Agreement, and
                  (iii) is consistent with the Company's preparation of the
                  Approved Business Plan."

         1.6      The last sentence of Section 7.3 of the Financing Agreement is
                  hereby amended and restated in its entirety as follows:

                  "The foregoing financial statements shall be accompanied by a
                  certificate of the Company's principal financial officer
                  setting forth in reasonable detail each of the calculations
                  required to establish compliance with the financial



                                      -2-
   3

                  covenants set forth in Section 7.15 hereto, which certificate
                  shall include a representation that each such calculation
                  (including, without limitation, any such calculations made
                  pursuant to any Schedule to this Agreement) (i) has been made
                  in accordance with GAAP, (ii) is consistent with all relevant
                  definitions set forth in this Agreement, and (iii) is
                  consistent with the Company's preparation of the Approved
                  Business Plan."

         1.7      Section 7.15 of the Financing Agreement is hereby amended and
                  restated in its entirety as follows:

                  "(a)     a ratio of Indebtedness to EBITDA of not greater than
         the ratios set forth below, measured at the end of each fiscal quarter
         of the Company commencing with the fiscal quarter ending June 30, 2002:





         Quarter end date         Maximum Indebtedness to EBITDA
                                      
         6/30/02                           107 : 1
         9/30/02                            36 : 1
         12/31/02                           21 : 1
         3/31/03                            14 : 1
         6/30/03                            11 : 1
         9/30/03                           9.1 : 1
         12/31/03                          7.7 : 1
         3/31/04                           6.6 : 1
         6/30/04                           5.3 : 1
         9/30/04                           4.6 : 1
         12/31/04                          4.1 : 1



                  (b)      The product of (i) four times (ii) EBITDA, measured
         for the most recently ended fiscal quarter commencing with the fiscal
         quarter ending March 31, 2000, of not less than the amount on the
         quarter end dates set forth below:





         Quarter end date                     Minimum EBITDA
                                           
         3/31/00                               (174,000,000)
         6/30/00                               (190,000,000)
         9/30/00                               (172,000,000)




                                      -3-
   4



         Quarter end date                     Minimum EBITDA
                                           
         12/31/00                              (145,000,000)
         3/31/01                               (122,000,000)
         6/30/01                                (81,000,000)
         9/30/01                                (29,000,000)
         12/31/01                                12,000,000
         3/31/02                                 52,000,000
         6/30/02                                 86,000,000
         9/30/02                                113,000,000
         12/31/02                               137,000,000
         3/31/03                                163,000,000
         6/30/03                                196,000,000
         9/30/03                                228,000,000
         12/31/03                               267,000,000
         3/31/04                                299,000,000
         6/30/04                                328,000,000
         9/30/04                                334,000,000
         12/31/04                               334,000,000


                  (c)      Notwithstanding anything herein to the contrary
         (including, without limitation, the provisions of Section 10.1 hereof),
         a breach of Section 7.15(a) or Section 7.15(b) hereof as of any quarter
         end date shall not constitute an Event of Default hereunder unless the
         Aggregate Subscribers as of the end of such quarter were less than the
         "Total Ending Consolidated Digital Subscribers" set forth opposite the
         quarter end dates set forth in Schedule 1.1(e)."

         1.8      The parties agree and acknowledge that the address for notices
for the Company shall, until changed pursuant to Section 12.7 of the Financing
Agreement, be Nextel International, Inc., 10700 Parkridge Blvd., Suite 600,
Reston, Virginia 20191, Attention: Chief Financial Officer (Telecopy:
703-390-5111), with copies to Nextel International, Inc., 2001 Edmund Halley
Drive, Reston, VA 20191, Attention: Legal Department (Telecopy: 703-433-4035).

         SECTION 2. CONDITIONS.

                  As conditions precedent to the effectiveness of the First
Amendment, on or before September 30, 2000, each of the following shall have
occurred:



                                      -4-
   5

                  (a) the Company shall have delivered to the Creditor the First
         Amendment, duly executed and delivered and appropriately dated and in
         form and substance satisfactory to the Creditor;

                  (b) the Creditor shall have received an opinion of counsel for
         the Company with respect to the issuance of the Senior Notes (defined
         below);

                  (c) the Company shall have delivered certified copies of the
         documentation with respect to the Company's issuance of its Senior
         Serial Redeemable Notes due 2010 (the "Senior Notes") which shall be
         unsecured obligations in a gross amount not to exceed $800,000,000
         having an interest rate of not greater than 14.5 % per annum, no
         scheduled principal amortization prior to July 1, 2010 and other terms
         and provisions reasonably acceptable to the Creditor;

                  (d) the Company shall have received net proceeds from the
         issuance of the Senior Notes of not less than 95% of the gross proceeds
         from such issuance; and

                  (e) the Company shall have delivered such other documents as
         the Creditor may reasonably request.


                  SECTION 3. REPRESENTATIONS AND WARRANTIES.

         To induce the Creditor to enter into the First Amendment, the Company
hereby represents and warrants to the Creditor as of the date hereof (and shall
be deemed to represent and warrant as of the initial date of effectiveness of
this First Amendment) that:

                  (a)      The representations and warranties contained in the
         Financing Agreement and the other Credit Documents are true and correct
         in all material respects on and as of the date hereof, except for
         representations and warranties that speak as of a particular date, in
         which case such representations and warranties are true as of such
         date;

                  (b)      There has been no Material Adverse Effect since March
         31, 2000;

                  (c)      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, 1999, and all other information
         and data heretofore furnished by the Company, or any agent of the
         Company on behalf of the Company to the Creditor, including, the
         quarterly (each as at March 31, 2000) 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;



                                      -5-
   6

                  (d)      Each Credit Party has made all material required
         contributions under the Plans for all periods through and including
         March 31, 2000, or adequate accruals therefor have been provided for in
         the financial statements referenced in paragraph (c) above;

                  (e)      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, 2000,
         exceed the actuarial value of the assets of the Plans allocable to such
         vested and non-vested benefits by a material amount;

                  (f)      Equity Contributions for the Company in an aggregate
         amount of net less than $292,000,000 for the period commencing on
         January 1, 2000 and ending on June 30, 2000 shall have been made by the
         shareholders of the Company; and

                  (g)      After giving effect to the First Amendment, no
         Default or Event of Default has occurred and is continuing.

                  SECTION 4.  GENERAL.

                  4.1      Reservation of Rights; Subsequent Adjustment. (a) The
                  Company acknowledges and agrees that the execution and
                  delivery of the First Amendment shall not be deemed (i) to
                  create a course of dealing or otherwise obligate the Creditor
                  to forbear or execute similar amendments under the same or
                  similar circumstances in the future, or (ii) as a waiver by
                  the Creditor of any covenant, condition, term or provision of
                  the Financing Agreement or any of the other Credit Documents,
                  and the failure of the Creditor to require strict performance
                  by the Company or any other Credit Party of any provision
                  thereof shall not waive, affect or diminish any right of the
                  Creditor to thereafter demand strict compliance therewith. The
                  Creditor hereby reserves all rights granted under the
                  Financing Agreement, the other Credit Documents and the First
                  Amendment. (b) The Company and the Creditor agree that, if the
                  gross proceeds of the issuance of the Senior Notes is not
                  $500,000,000 (and is less than or equal to $800,000,000), the
                  Company and the Creditor shall negotiate in good faith to
                  adjust the provisions of Section 8.15 amended hereby in a
                  manner reasonably consistent with the determination of the
                  amendments contained herein to reflect the actual amount of
                  the gross proceeds of such issuance.

                  4.2      Full Force and Effect. As hereby modified, the
                  Financing Agreement and each of the other Credit Documents
                  shall remain in full force and effect and each is hereby
                  ratified, approved and confirmed in all respects.



                                      -6-
   7

                  4.3      Affirmation. The Company hereby affirms its
                  obligations under Section 4 of the Financing Agreement and
                  agrees to pay on demand all reasonable costs and expenses of
                  the Creditor in connection with the preparation, execution and
                  delivery of the First Amendment and all instruments and
                  documents delivered in connection herewith.

                  4.4      Successors and Assigns. The First Amendment shall be
                  binding upon and shall inure to the benefit of the Company,
                  the Creditor and the respective successors and assigns of the
                  Company and the Creditor.

                           4.5 Counterparts. The First Amendment may be executed
                  in any number of counterparts and by the different parties on
                  separate counterparts, and each such counterpart shall be
                  deemed to be an original, but all such counterparts shall
                  together constitute but one and the same First Amendment.

                                    * * * * *



                                      -7-
   8



         IN WITNESS WHEREOF, the Company and the Creditor have executed this
First Amendment as of the 26th day of July, 2000.

                                    COMPANY:


                                    NEXTEL INTERNATIONAL, INC.


                                    By: /s/ Robert B. Shanks
                                        ------------------------------
                                    Name: Robert B. Shanks
                                         -----------------------------
                                    Title: Vice President
                                         -----------------------------

                                    CREDITOR:

                                    MOTOROLA CREDIT CORPORATION


                                    By: /s/ Gary B. Tatje
                                       --------------------------------
                                    Name:  Gary B. Tatje
                                          -----------------------------
                                    Title: Vice President
                                          -----------------------------



                                      -8-

EX-10.4

   1
                                                                   Exhibit 10.4


                          SECOND AMENDED AND RESTATED
                      RIGHT OF FIRST OPPORTUNITY AGREEMENT

    SECOND AMENDED AND RESTATED RIGHT OF FIRST OPPORTUNITY AGREEMENT, dated as
of August 1, 2000 (the "Agreement"), between NEXTEL COMMUNICATIONS, INC., a
Delaware corporation ("Nextel Communications") and NEXTEL INTERNATIONAL, INC.,
a Washington corporation and a substantially wholly owned subsidiary of Nextel
Communications ("Nextel International").

                             W I T N E S S E T H :

    WHEREAS, Nextel International is offering (the "Offering") $650.0 million
aggregate principal amount of its 12.75% Senior Serial Notes due 2010 (the
"Notes");

    WHEREAS, Nextel Communications and Nextel International entered into that
certain Right of First Opportunity Agreement, dated as of March 6, 1997 (the
"Right of First Opportunity Agreement"), in connection with Nextel
International's offering of 951,463 Units, each unit consisting of one 13%
Senior Discount Note due 2007 (the "1997 Notes") and one warrant (the
"Warrants") to purchase (subject to adjustment as provided in the Warrants)
 .10616 shares of common stock, no par value, at an exercise price of $36.45 per
share, to provide for certain matters concerning Nextel Communications' and
Nextel International's respective involvement in the wireless
telecommunications industry;

    WHEREAS, Nextel Communications and Nextel International amended and
restated the Right of First Opportunity Agreement by entering into that certain
Amended and Restated Right of First Opportunity Agreement, dated as of March
12, 1998 (the "First Amendment and Restatement"), in connection with Nextel
International's offering of $730.0 million of its 12 1/8% Senior Discount Notes
due 2008 (the "1998 Notes"; and together with the 1997 Notes, the "Existing
Notes"); and

    WHEREAS, to facilitate the Offering, the parties hereto desire to amend and
restate the First Amendment and Restatement for the benefit of the holders of
the Notes.

    NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, receipt of which is acknowledged, the parties,
intending to be legally bound hereby, hereto agree as follows:

    SECTION 1. First Opportunity Procedures. Nextel Communications hereby
agrees that until the earliest to occur of (i) April 15, 2007 and (ii) the date
on which a Change of Control (as such term is defined in the respective
indentures pursuant to which the Existing Notes and the Notes were issued (the
"Indentures")) occurs, neither Nextel Communications nor any Affiliate that is
controlled by Nextel Communications (other than Nextel International or any
Restricted Group Member (as such term is defined in the Indentures;
collectively, the "Nextel International Group")) shall be a party to any Future
Wireless Opportunity (as such term is defined below) except in compliance with
the procedures set forth in this Section 1. A "Future

   2

Wireless Opportunity" shall mean any transaction in which Nextel Communications
or any Affiliate that is controlled by Nextel Communications would hold any
equity securities or similar instrument representing an ownership interest
("Equity Interest") in another Wireless Entity (as such term is defined below),
or would direct or otherwise participate in the management of another Wireless
Entity; provided that the term "Future Wireless Opportunity" shall not mean or
include any of the following: (i) holding any Equity Interest in any member of
the Nextel International Group or directing or participating in the management
of any member of the Nextel International Group, (ii) holding any securities in
or issued by any Wireless Entity which are not convertible into or exercisable
or exchangeable for any Equity Interest in a Wireless Entity, (iii) holding any
Equity Interest (or securities that are convertible into or exercisable or
exchangeable for any Equity Interest) in a Wireless Entity that represents, on
a fully-diluted basis, five percent (5%) or less of the total fully-diluted
Equity Interests in such Wireless Entity, (iv) continuing to hold any
investment in a wireless communications service business with operations
outside the United States of America (including its territories, possessions
and protectorates) that was made by Nextel Communications prior to March 6,
1997 with respect to the 1997 Notes and Warrants, prior to March 12, 1998 with
respect to the 1998 Notes and prior to the date hereof with respect to the
Notes and was not contributed to Nextel International prior to March 6, 1997
with respect to the 1997 Notes and Warrants, prior to March 12, 1998 with
respect to the 1998 Notes and prior to the date hereof with respect to the
Notes, as the case may be, or continuing to exercise rights to direct or
participate in the management of any such business or (v) any commercial
relationship with any Wireless Entity (including, without limitation, channel
or frequency sharing, roaming, the purchase, sale or exchange of goods and/or
services, licensing of intellectual property or other intangible rights or
Nextel International business related arrangement) that does not involve
directing or participating in the management of such Wireless Entity. A
"Wireless Entity" shall mean any corporation, partnership, trust, association
or other form of business organization ("Entity") whose principal business
activity involves the direct or indirect ownership or operation of two-way
terrestrial-based mobile wireless communications systems anywhere in the world
other than (A) the United States of America (including its territories,
possessions and protectorates) and (B) so long as Nextel Communications has any
direct or indirect Equity Interest (other than those held by or through a
member of the Nextel International Group) in Clearnet Communications, Inc.
(including any successor to such entity or to all of the specialized mobile
radio communications business activities conducted by such entity or its
subsidiaries; "Clearnet"), in any of the provinces and territories that, on
March 6, 1997, collectively constitute Canada (the areas described in the
foregoing clauses (A) and (B), the "Excluded Areas"), but shall not mean or
include any such Entity in which Nextel Communications or its controlled
Affiliates (other than any member of the Nextel International Group) first
acquired an Equity Interest or first became entitled to direct or participate
in the management of following compliance with the procedures set forth in the
next paragraph of this Section 1. Except at Nextel Communications' specific
request or with Nextel Communications' prior written consent, no member of the
Nextel International Group shall hold, acquire or direct or otherwise
participate in the management of any wireless communications service business
(other than Clearnet) having any operations in the Excluded Areas.

         If Nextel Communications or any of its controlled Affiliates becomes
aware of any Future Wireless Opportunity, it shall promptly notify the Chief
Executive Officer and the

                                       2

   3

Board of Directors of Nextel International of such Future Wireless Opportunity
and, to the extent known, of the terms, conditions and circumstances applicable
to such Future Wireless Opportunity (such notice is referred to herein as the
"Initial Notice"). If either (i) the Board of Directors of Nextel International
(or of the appropriate member of the Nextel International Group) thereafter
notify Nextel Communications that such member of the Nextel International Group
is not able or elects not to pursue such Future Wireless Opportunity or (ii)
the appropriate member of the Nextel International Group has not notified
Nextel Communications, within sixty (60) days after the date of the Initial
Notice, that such member intends to pursue the Future Wireless Opportunity
(provided that if such Future Wireless Opportunity involves any financial
commitment to be made by a Nextel International Group member, Nextel
Communications will not be deemed to have been notified that a Nextel
International Group member intends to pursue the Future Wireless Opportunity
unless the notification of such intent ("Notice of Intent") is either preceded
or accompanied by (A) a statement, in reasonable detail, of the sources of
financing reasonably available to such Nextel International Group member that
will be used to satisfy such financial commitment and that such financing is
permitted under the Indentures and the other loan documents, if any, to which
the applicable Nextel International Group members are parties or by which they
are bound (a "Financing Statement") or (B) a good faith written undertaking to
identify the source and nature of such financing in a writing to be delivered
to Nextel Communications within 30 days after the date on which the Notice of
Intent is delivered ("Proposed Financing Notice"), and to deliver a Financing
Statement consistent with the Proposed Financing Notice within 60 days after
the Notice of Intent is delivered; provided, that, a failure to timely deliver
a Proposed Financing Notice or the related Financing Statement will be treated
as an election by the Nextel International Group not to pursue such Future
Wireless Opportunity) or (iii) thereafter ceases to pursue such Future Wireless
Opportunity diligently and in good faith or fails to consummate such Future
Wireless Opportunity within nine months of the date of the Initial Notice
(extended as may be reasonably required to obtain any necessary governmental
approval or clearances) then, and in any such event, Nextel Communications or
any of its controlled Affiliates may pursue for itself and consummate, without
further obligation, condition or restriction under this Section 1, such Future
Wireless Opportunity on substantially the same terms and conditions as were set
forth in the Initial Notice (or, if applicable and at Nextel Communications'
election, on terms and conditions in the aggregate no more favorable to Nextel
Communications or its appropriate controlled Affiliates than those (if any)
advanced by any member of the Nextel International Group that previously
elected to pursue such Future Wireless Opportunity as acceptable to such
member). Nothing in this Section 1 shall obligate Nextel Communications or any
of its controlled Affiliates to provide any financing or any other assistance
to any member of the Nextel International Group in connection with such
member's consideration and/or pursuit of any such Future Wireless Opportunity.

    For purposes of this Section 1:

    "Affiliate" as applied to any Person, means any other Person directly or
  indirectly controlling, controlled by, or under direct or indirect common
  control with, such Person. For purposes of this definition, "control"
  (including, with correlative meanings, the terms "controlling," "controlled
  by" and "under common control with"), as applied to any Person, means the
  possession, directly or indirectly, of the power to direct or cause the

                                       3

   4

  direction of the management and policies of such Person, whether through the
  ownership of voting securities, by contract or otherwise.

    SECTION 2. Third Party Beneficiaries. The holders of the Existing Notes,
the Warrants and the Notes shall be third party beneficiaries of the agreements
made hereby between Nextel Communications, on the one hand, and Nextel
International on the other hand, and each holder of Existing Notes, Warrants
and Notes shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
or the rights of holders of Existing Notes, Warrants, and Notes thereunder,
provided, that such rights may only be exercised through the Trustee under the
applicable Indenture or the Warrant Agent under the Warrant Agreement, or
another reasonably acceptable representative authorized to act by holders of a
majority of the outstanding Existing Notes, Warrants or Notes as the case may
be, with the power to bind all holders of the Existing Notes, Warrants and
Notes.

    SECTION 3. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of the parties hereto shall be enforceable to the fullest extent permitted by
law.

    SECTION 4. Specific Performance. Without limiting the rights of each party
hereto to pursue any and all other legal and equitable rights available to such
party for the other parties' failure to perform their obligations under this
Agreement, the parties hereto acknowledge and agree that the remedy at law for
any failure to perform their obligations hereunder would be inadequate and that
each of them, respectively, shall be entitled to specific performance,
injunctive relief or other equitable remedies in the event of any such failure.

    SECTION 5. Amendments. Subject to the next succeeding sentence, this
Agreement may be amended at any time by Nextel International and Nextel
Communications. Nextel International and Nextel Communications agree, for the
benefit of the holders of Existing Notes, Warrants and Notes, not to amend this
Agreement in any respect material and adverse to the holders of Existing Notes,
Warrants and Notes and to give written notice of any proposed amendment to the
Trustees of the Existing Notes and the Notes and the Warrant Agent at least 30
days prior to the effectiveness thereof.

    SECTION 6.  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations of any party hereto may be assigned by such party
without the prior written consent of the other party.

    SECTION 7. Counterparts; Effectiveness. This Agreement may be executed in
one or more counterparts, all of which together shall constitute a single
agreement, and all of which shall constitute an original for all purposes. This
Agreement shall become effective without any further action on the part of
Nextel Communications or Nextel International on August 31, 2000, at which time
the First Amendment and Restatement shall be deemed

                                       4

   5

amended, restated and replaced by this Agreement.

    SECTION 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                           NEXTEL COMMUNICATIONS, INC.


                           By:      /s/ Thomas J. Sidman
                                ------------------------------------
                           Name:  Thomas J. Sidman
                           Title:   Senior Vice President

                           NEXTEL INTERNATIONAL, INC.


                           By:      /s/ Robert Shanks
                                ------------------------------------
                           Name: Robert B. Shanks
                           Title:  Vice President

                                       5

EX-10.5

   1
                                                                   EXHIBIT 10.5


                           NEXTEL INTERNATIONAL, INC.

                              INCENTIVE EQUITY PLAN

                                  MAY 25, 2000





   2

                           NEXTEL INTERNATIONAL, INC.
                              INCENTIVE EQUITY PLAN

         1.       Purpose.  The purpose of this Plan is to attract and retain
directors and officers and other key employees of and consultants to Nextel
International, Inc. (the "Corporation") and its Subsidiaries and to provide
such persons with incentives and rewards for superior performance.

         2.       Definitions.  (a) As used in this Plan,

         "Accelerated Vesting Period" means the period beginning on the
effective date of a Change of Control and ending on the first anniversary of
such effective date.

         "Accelerated Vesting Provision" means an Option Rights agreement
provision pursuant to Section 4(g)(ii) of this Plan, a Deferred Shares agreement
provision pursuant to Section 7(c)(ii) of this Plan or a Performance Shares or
Performance Units agreement provision pursuant to Section 8(b)(ii) of this Plan.

         "Appreciation Right" means a right granted pursuant to Section 5 of
this Plan, including a Free-Standing Appreciation Right and a Tandem
Appreciation Right.

         "Base Price" means the price to be used as the basis for determining
the Spread upon the exercise of a Free-Standing Appreciation Right.

         "Board" means the Board of Directors of the Corporation and, to the
extent of any delegation by the Board to a committee of the Board (or a
subcommittee thereof) pursuant to Section 17(a) of this Plan, such committee (or
subcommittee).

         "Cause" means (i) the conviction of a felony involving an intentional
act of fraud, embezzlement or theft in connection with one's duties or otherwise
in the course of one's employment with an Employer, (ii) the intentional and
wrongful damaging of property, contractual interests or business relationships
of an Employer, (iii) the intentional and wrongful disclosure of secret
processes or confidential information of an Employer in violation of an
agreement with or a policy of an Employer, or (iv) intentional conduct contrary
to an Employer's announced policies or practices where either:

         (A) the nature and/or severity of the conduct or its consequences
typically would have resulted in immediate termination based on the
Corporation's established employee termination or disciplinary practices in
place on the Reference Date; or

         (B) the employee has been provided with written notice detailing the
relevant policy or practice and the nature of the objectionable conduct or other
violation, and within 20 business days of the receipt of such notice the
employee has not remedied the violation or ceased to engage in the objectionable
conduct.

         "Change of Control" means the occurrence of any of the following
events:

   3


         (i) (1) while the Parent directly or indirectly holds a majority of the
combined voting power of the outstanding securities of the Corporation, the
Parent is merged or consolidated or reorganized into or with another corporation
or other legal entity and, as a result of such merger, consolidation or
reorganization, less than a majority of the combined voting power of the then
outstanding securities of such resulting corporation or other legal entity
immediately after such transaction is held directly or indirectly in the
aggregate by the holders of voting securities of the Parent immediately prior to
such transaction, including voting securities issuable upon the exercise or
conversion of options, warrants or other securities or rights, or (2) the
Corporation is merged or consolidated or reorganized into or with another
corporation or other legal entity and, as a result of such merger, consolidation
or reorganization, less than a majority of the combined voting power of the then
outstanding securities of such resulting corporation or other entity immediately
after such transaction is held directly or indirectly in the aggregate by the
Parent or the holders of voting securities of the Parent immediately prior to
such transaction, including voting securities issuable upon the exercise or
conversion of options, warrants or other securities or rights;

         (ii) (1) while the Parent directly or indirectly holds a majority of
the combined voting power of the outstanding securities of the Corporation, the
Parent sells or otherwise transfers all or substantially all of its assets to
another corporation or other legal entity and, as a result of such sale or other
transfer of assets, less than a majority of the combined voting power of the
then outstanding securities of such corporation or other entity immediately
after such sale or transfer is held directly or indirectly in the aggregate by
the holders of voting securities of the Parent immediately prior to such sale or
transfer, including voting securities issuable upon the exercise or conversion
of options, warrants or other securities or rights, or (2) the Corporation sells
or otherwise transfers all or substantially all of its assets to another
corporation or other legal entity and, as a result of such sale or other
transfer of assets, less than a majority of the combined voting power of the
then outstanding securities of such corporation or other entity immediately
after such sale or transfer is held directly or indirectly in the aggregate by
the Parent or the holders of voting securities of the Corporation immediately
prior to such sale or transfer, including voting securities issuable upon the
exercise or conversion of options, warrants or other securities or rights;

         (iii) (1) while the Parent directly or indirectly holds a majority of
the combined voting power of the outstanding securities of the Corporation, a
report is filed on Schedule 13D or Schedule TO (or any successor schedule, form
or report), each as promulgated pursuant to the Exchange Act, disclosing that
any "person" (as that term is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the "beneficial owner" (as that term is used in
Rule 13d-3 promulgated under the Exchange Act) of securities representing 50
percent or more of the voting securities of the Parent (or any successor thereto
by operation of law or by reason of the acquisition of all or substantially all
of the assets of the Parent), including voting securities issuable upon the
exercise or conversion of options, warrants or other securities or rights, or
(2) (a) prior to the Initial Public Offering, the Parent sells, assigns,
distributes or otherwise transfers to a person or persons (other than to a
person or persons that in the aggregate, hold directly or indirectly a majority
of the combined voting power of the outstanding voting securities of the Parent
immediately prior to such sale, assignment, distribution or other transfer) 50
percent or more of the voting securities of the Corporation, including voting
securities issuable upon the exercise or conversion of options, warrants or
other securities or rights, or (b) following the


                                       2

   4


Initial Public Offering, a report is filed on Schedule 13D or Schedule TO
(or any successor schedule, form or report) disclosing that any person (other
than Parent or any person or persons that, in the aggregate, hold directly or
indirectly a majority of the combined voting power of the outstanding voting
securities of the Parent immediately prior to the condition or event that is the
subject of such report) has become the beneficial owner of securities
representing 50 percent or more of the voting securities of the Corporation (or
any successor thereto by operation of law or by reason of the acquisition of all
or substantially all of the assets of the Corporation), including voting
securities issuable upon the exercise or conversion of options, warrants or
other securities or rights; or

         (iv) (1) while the Parent directly or indirectly holds a majority of
the combined voting power of the outstanding securities of the Corporation, the
Parent (or any successor thereto by operation of law or acquisition of all or
substantially all of the assets of the Parent) files a report or proxy statement
pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A
(or any successor schedule, form, report or item therein) that a change of
control of the Parent (or any such successor) has occurred, or (2) the
Corporation (or any successor thereto by operation of law or by acquisition of
all or substantially all of the assets of the Corporation) files a report or
proxy statement pursuant to the Exchange Act disclosing in response to Form 8-K
or Schedule 14A (or any successor schedule, form, report or item therein) that a
change in control of the Corporation (or such successor) has occurred (other
than any Change in Control of the Corporation that results from the Parent
selling, assigning, distributing or otherwise transferring the voting securities
that it owns in the Corporation to a person or persons that, in the aggregate,
hold directly or indirectly a majority of the combined voting power of the
outstanding voting securities of the Parent immediately prior to such sale,
assignment, distribution or other transfer);

provided, however, notwithstanding the provisions of clauses (iii) and (iv)
above, a "Change of Control" shall not be deemed to have occurred solely because
the Parent, or a corporation or other legal entity in which the Parent directly
or indirectly beneficially owns 50 percent or more of the voting securities, or
any Parent-sponsored or Corporation-sponsored employee stock ownership plan or
other employee benefit plan of the Corporation or the Parent, either files or
becomes obligated to file a report or proxy statement under or in response to
Schedule 13D, Schedule TO, Form 8-K or Schedule 14A (or any successor form,
report, schedule or item therein) under the Exchange Act, disclosing beneficial
ownership by it of voting securities of the Parent or the Corporation, whether
in excess of 50 percent or otherwise, or because the Parent or the Corporation,
as appropriate, reports that a change of control of the Parent or the
Corporation, as appropriate, has or may have occurred or will or may occur in
the future by reason of such beneficial ownership.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Shares" means (i) shares of the Common Stock, no par value, of
the Corporation and (ii) any security into which Common Shares may be converted
by reason of any transaction or event of the type referred to in Section 12 of
this Plan.


                                       3


   5


         "Date of Grant" means the date specified by the Board on which a grant
of Option Rights, Appreciation Rights or Performance Shares or Performance Units
or a grant or sale of Restricted Shares or Deferred Shares shall become
effective, which shall not be earlier than the date on which the Board takes
action with respect thereto.

         "Deferral Period" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.

         "Deferred Shares" means an award pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.

         "Designated Affiliate" means the Parent or any legal entity (other than
the Corporation or any Subsidiary) in which the Parent now or hereafter directly
or indirectly owns or otherwise controls more than 50 percent of the total
combined voting power represented by all classes of stock or other securities
issued by such legal entity or, in the case of a partnership or other legal
entity that does not have outstanding shares of stock or other securities, in
which the Parent now or hereafter has a direct or indirect ownership interest
(representing the right generally to make decisions for such partnership or
legal entity) of more than 50 percent.

         "Employer" means the Corporation, Subsidiary or a successor to any such
entity by merger or otherwise upon or following a Change of Control.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Executive" means any individual who has been designated by the Board
as an executive or officer of the Corporation or any Subsidiary for the purposes
of this Plan.

         "Good Reason" means that an Executive shall have made a good faith
determination that one or more of the following has occurred:

         (i)  any significant and adverse change in the Executive's duties,
responsibilities and authority, as compared in each case to the corresponding
circumstances in place on the Reference Date;

         (ii) a relocation of the Executive's principal work location as
established on the Reference Date to a location that is more than 30 miles away
from such location;

         (iii) a reduction in the Executive's salary or bonus potential that is
not in either case agreed to by the Executive, or any other significant adverse
financial consequences associated with the Executive's employment as compared to
the corresponding circumstances in place on the Reference Date; or

         (iv) a breach by any Employer of its obligations under any agreement to
which the Employer and the Executive are parties that is not cured within 20
business days following the Employer's receipt of a written notice from the
Executive specifying the particulars of such breach in reasonable detail.


                                       4

   6


         "Free-Standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right or similar right.

         "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e),
as promulgated and amended from time to time by the Commission under the
Exchange Act, or any successor rule to the same effect.

         "Incentive Stock Option" means an Option Right that is intended to
quality as an "incentive stock option" under Section 422 of the Code or any
successor provision thereto.

         "Initial Public Offering" means the initial underwritten offering of
the Common Shares to the general public pursuant to a registration statement
filed with, and declared effective by, the Commission pursuant to the Securities
Act.

         "Management Objectives" means the achievement or performance objectives
established pursuant to this Plan for Participants who have received grants of
Performance Shares or Performance Units or, when so determined by the Board,
Restricted Shares.

         "Market Value per Share" means the fair market value of the Common
Shares as determined by the Board from time to time.

         "Nonaffiliate Director" means a person who (i) is serving (or who has
been elected or appointed and has agreed to serve) as a member of the Board,
(ii) is not an officer or employee of the Corporation or any Subsidiary or a
beneficial owner of 10 percent or more of the outstanding Common Shares, or so
long as the Parent directly or indirectly holds a majority of the combined
voting power of the outstanding securities of the Corporation, a beneficial
owner of shares of capital stock of the Parent representing in the aggregate
voting of 10% or more of the total outstanding voting securities of the Parent,
or so long as the Parent directly or indirectly holds 10 percent or more of the
combined voting power of the outstanding securities of the Corporation, is not
an officer or employee of the Parent, and (iii) was not elected or appointed as
a member of the Board pursuant to or in connection with any contractual or other
commitment on the part of the Corporation or to the Parent to cause such person
to be elected or appointed, or to nominate or otherwise advance such person for
election or appointment, as a member of the Board.

         "Nonqualified Option" means an Option Right that is not intended to
qualify as a Tax-Qualified Option.

         "Optionee" means the person so designated in an agreement evidencing an
outstanding Option Right.

         "Option Price" means the purchase price payable upon the exercise of an
Option Right.

         "Option Right" means the right to purchase Common Shares from the
Corporation upon the exercise of a Nonqualified Option or a Tax-Qualified Option
granted pursuant to Section 4, or a Replacement Option Right granted pursuant to
Section 18(c), of this Plan.

         "Participant" means a person who is selected by the Board to receive
benefits under this Plan and (i) at the time award(s) are made to such person
under this Plan, (a) is a Nonaffiliate


                                       5


   7


Director or an officer (including but not limited to an officer who may
also be a member of the Board) or other key employee of or a consultant or
advisor to the Corporation or any Subsidiary or (b) has agreed to commence
serving in such capacity to the Corporation or any Subsidiary, or (ii) with
respect to any vested awards held by such person under this Plan, is a former
employee of the Corporation or any of its Subsidiaries, who, at the
Corporation's request, becomes employed by a Designated Affiliate. "Parent"
means Nextel Communications, Inc., a Delaware corporation.

         "Performance Period" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating thereto are to be achieved.

         "Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

         "Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

         "Reference Date" means the day before the effective date of any Change
of Control of the Corporation.

         "Replacement Option Right" means an Option Right granted pursuant to
Section 18(c) of this Plan in exchange for the surrender and cancellation of an
option to purchase shares of another corporation that is acquired by the
Corporation or a Subsidiary by merger or otherwise.

         "Restricted Shares" means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the restrictions on transfer referred to in Section 6 hereof has expired.

         "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Commission under the Exchange Act, or any successor rule to the same
effect.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Spread" means, in the case of a Free-Standing Appreciation Right, the
amount by which the Market Value per Share on the date when the Appreciation
Right is exercised exceeds the Base Price specified therein or, in the case of a
Tandem Appreciation Right, the amount by which the Market Value per Share on the
date when the Appreciation Right is exercised exceeds the Option Price specified
in the related Option Right.

         "Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest that represents, directly or
indirectly, more than 50 percent of the total combined voting power represented
by all classes of stock or other ownership or equity interest units issued by
such corporation, partnership, joint venture, unincorporated association or
other entity.


                                       6


   8

         "Tandem Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an Option
Right or any similar right granted under any other plan of the Corporation.

         "Tax-Qualified Option" means an Option Right that is intended to
qualify under particular provisions of the Code, including but not limited to an
Incentive Stock Option.

         As used in this Plan, the term "employment" shall be deemed to refer to
service as a member of the Board or as a consultant, as well as to a traditional
employment relationship, as the case may be.

         3. Shares and Performance Units Available under the Plan. (a)(i)
Subject to adjustment as provided in Section 12 of this Plan, the number of
Common Shares covered by outstanding awards, except Replacement Option Rights,
granted under this Plan and issued or transferred upon the exercise or payment
thereof shall not in the aggregate exceed 5,000,000 Common Shares, which may be
Common Shares of original issuance or Common Shares held in treasury or a
combination thereof; provided, however, that the number of Common Shares issued
or transferred as Restricted Shares shall not in the aggregate exceed 200,000
Common Shares, subject to adjustment as provided in Section 12 of this Plan.

         (ii) Subject to adjustment as provided in Section 12 of this Plan, the
number of Common Shares covered by Replacement Option Rights granted under this
Plan during any calendar year shall not in the aggregate exceed five percent of
the Common Shares outstanding on January 1 of that year.

         (iii)    For the purposes of this Section 3(a):

                  (1) Upon payment in cash of the benefit provided by any award
granted under this Plan, any Common Shares that were covered by that award shall
again be available for issuance or transfer hereunder.

                  (2) Common Shares covered by any award granted under this Plan
shall be deemed to have been issued or transferred, and shall cease to be
available for future issuance or transfer in respect of any other award granted
hereunder, at the earlier of the time when they are actually issued or
transferred or the time when dividends or dividend equivalents are paid thereon;
provided, however, that Restricted Shares shall be deemed to have been issued or
transferred at the earlier of the time when they cease to be subject to a
substantial risk of forfeiture or the time when dividends are paid thereon.

         (b) Subject to adjustment as provided in Section 12 of this Plan, the
number of Performance Units that may be granted under this Plan shall not in the
aggregate exceed 500,000 Performance Units that are granted under this Plan, but
are not earned by the Participant at the end of the Performance Period, shall be
available for future grants of Performance Units hereunder.

         (c) Notwithstanding anything in this Section 3, or elsewhere in this
Plan, to the contrary and subject to adjustment as provided in Section 12 of
this Plan, the aggregate number


                                       7

   9


of Common Shares actually issued or transferred by the Corporation upon the
exercise of Incentive Stock Options shall not exceed 5,000,000 Common Shares.

         4. Option Rights.  The Board may authorize grants to Participants of
options to purchase Common Shares upon such terms and conditions as the Board
may determine in accordance with the following provisions:

         (a) Each grant shall specify the number of Common Shares to which
it pertains.

         (b) Each grant shall specify an Option Price per Common Share, which
shall be equal to or greater than the Market Value per Share on the Date of
Grant; provided, however, that the Option Price per Common Share of a
Replacement Option Right may be less than the Market Value per Share on the Date
of Grant.

         (c) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Corporation, (ii) nonforfeitable,
nonrestricted Common Shares that have been held by a Participant for more than
six months and have a value at the time of exercise that is equal to the Option
Price, (iii) any other legal consideration that the Board may deem appropriate,
including but not limited to any form of consideration authorized under Section
4(d), on such basis as the Board may determine in accordance with this Plan and
(iv) any combination of the foregoing.

         (d) On or after the Date of Grant of any Nonqualified Option, the Board
may determine that payment of the Option Price may also be made in whole or in
part in the form of Restricted Shares or other Common Shares that in either case
have been held by a Participant for more than six months and that are subject to
risk of forfeiture or restrictions on transfer. Unless otherwise determined by
the Board on or after the Date of Grant, whenever any Option Price is paid in
whole or in part by means of any of the forms of consideration specified in this
Section 4(d), the Common Shares received by the Optionee upon the exercise of
the Nonqualified Option shall be subject to the same risks of forfeiture or
restrictions on transfer as those that applied to the consideration surrendered
by the Optionee; provided, however, that such risks of forfeiture and
restrictions on transfer shall apply only to the same number of Common Shares
received by the Optionee as applied to the forfeitable or restricted Common
Shares surrendered by the Optionee.

         (e) Any grant may provide for deferred payment of the Option Price from
the proceeds of sale through a broker on the date of exercise of some or all of
the Common Shares to which the exercise relates.

         (f) Successive grants may be made to the same Participant regardless of
whether any Option Rights previously granted to the Participant remain
unexercised.

         (g) Each grant (i), unless otherwise determined by the Board, shall
become exercisable with respect to fifty percent (50%) of the Common Shares
covered thereby on the second anniversary of the Date of Grant and with respect
to twenty-five percent (25%) of the Common Shares covered thereby on each of the
third and fourth anniversaries of the Date of Grant for so long as the Optionee
remains in the continuous employ of an Employer; provided,


                                       8

   10


however, in the event of an Initial Public Offering or Change in Control
prior to the first anniversary of the Date of Grant, twenty-five percent (25%)
of the Common Shares covered thereby shall become exercisable on each of the
first four anniversaries of the Date of Grant for so long as the Optionee
remains in the continuous employ of an Employer or in the event of an Initial
Public Offering or Change in Control on or after the first anniversary of the
Date of Grant but prior to the second anniversary of the Date of Grant,
twenty-five percent (25%) of the Common Shares covered thereby shall become
exercisable on the first to occur of the Initial Public Offering or Change in
Control and twenty-five percent (25%) of the Common Shares covered thereby shall
become exercisable on each of the second, third and fourth anniversaries of the
Date of Grant for so long as the Optionee remains in the continuous employ of an
Employer and (ii), unless otherwise expressly determined in a resolution duly
adopted by the Board on the Date of Grant or such later date on which the Board
may ratify such grant, shall provide that the Option Rights shall (1) if the
Optionee is a Nonaffiliate Director, immediately become fully exercisable upon
the occurrence of a Change of Control of the Corporation or (2) if the Optionee
is recognized by any Employer as a regular full time employee, immediately
become fully exercisable upon the termination of the Optionee's employment by an
Employer without Cause during the Accelerated Vesting Period and also, in the
case of an Optionee who is an Executive, upon the termination of the Optionee's
employment by the Optionee for Good Reason during the Accelerated Vesting
Period; provided, however, that any such Accelerated Vesting Provision or any
acceleration under Section 4(g)(i) shall be deemed void ab initio and shall be
of no force or effect, if it should be determined that any such provision would
prevent a proposed merger or other business combination that is intended by the
parties thereto (which may include either or both of the Parent and the
Corporation) to be accounted for as a pooling of interests from being so
accounted for.

         (h) Option Rights granted pursuant to this Section 4 may be
Nonqualified Options or Tax-Qualified Options or combinations thereof.

         (i) On or after the Date of Grant of any Nonqualified Option, the Board
may provide for the payment to the Optionee of dividend equivalents thereon in
cash or Common Shares on a current, deferred or contingent basis, or the Board
may provide that any dividend equivalents shall be credited against the Option
Price.

         (j) No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant.

         (k) Each grant shall be evidenced by an agreement that shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Optionee and shall contain such terms and provisions as the
Board may determine consistent with this Plan.

         5. Appreciation Rights. The Board may authorize grants to Participants
of Appreciation Rights. An Appreciation Right shall be a right of the
Participant to receive from the Corporation an amount that shall be determined
by the Board and shall be expressed as a percentage (not exceeding 100 percent)
of the Spread at the time of the exercise of the Appreciation Right. Any grant
of Appreciation Rights under this Plan shall be upon such terms and conditions
as the Board may determine in accordance with the following provisions:


                                       9

   11

         (a) Any grant may specify that the amount payable upon the exercise of
an Appreciation Right may be paid by the Corporation in cash, Common Shares or
any combination thereof and may (i) either grant to the Participant or reserve
to the Board the right to elect among those alternatives or (ii) preclude the
right of the Participant to receive and the Corporation to issue Common Shares
or other equity securities in lieu of cash; provided, however, that no form of
consideration or manner of payment that would cause Rule 16b-3 to cease to apply
to this Plan shall be permitted.

         (b) Any grant shall specify that no amount payable upon the exercise of
an Appreciation Right shall be required to be paid to the extent that such
payment would not be permitted under, or would constitute a breach or violation
of, any indenture, loan agreement or other instrument or agreement to which the
Corporation is a party or by which it is bound, and also may specify that the
amount payable upon the exercise of an Appreciation Right shall not exceed a
maximum specified by the Board on the Date of Grant.

         (c) Any grant may specify (i) a waiting period or periods before
Appreciation Rights shall become exercisable and (ii) permissible dates or
periods on or during which Appreciation Rights shall be exercisable.

         (d) Any grant may specify that an Appreciation Right may be exercised
only in the event of a Change of Control or other similar transaction or event.

         (e) On or after the Date of Grant of any Appreciation Rights, the Board
may provide for the payment to the Participant of dividend equivalents thereon
in cash or Common Shares on a current, deferred or contingent basis.

         (f) Each grant shall be evidenced by an agreement that shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as
the Board may determine consistent with this Plan.

         (g) Regarding Tandem Appreciation Rights only: Each grant shall
specifically identify the related Option Right (or similar right granted under
any other plan of the Corporation) and shall provide that the Tandem
Appreciation Right may be exercised only (i) at a time when the related Option
Right (or such similar right) is also exercisable and the Spread is positive and
(ii) by surrender of the related Option Right (or such similar right) for
cancellation.

         (h) Regarding Free-Standing Appreciation Rights only:

             (i) Each grant shall specify in respect of each Free-Standing
Appreciation Right a Base Price per Common Share, which shall be equal to or
greater than the Market Value per Share on the Date of Grant;

             (ii) Successive grants may be made to the same Participant
regardless of whether any Free-Standing Appreciation Rights previously granted
to the Participant remain unexercised;

             (iii) Each grant shall specify the period or periods of
continuous employment of the Participant by the Corporation or any Subsidiary
that are necessary before the Free-


                                       10

   12


Standing Appreciation Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of the
Free-Standing Appreciation Rights in the event of a Change of Control or other
similar transaction or event; and

             (iv) No Free-Standing Appreciation Right granted under this Plan
may be exercised more than 10 years from the Date of Grant.

         6. Restricted Shares.  The Board may authorize grants or sales to
Participants of Restricted Shares upon such terms and conditions as the Board
may determine in accordance with the following provisions:

         (a) Each grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such Participant to dividend, voting and
other ownership rights, subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.

         (b) Each grant or sale may be made without additional consideration
from the Participant or in consideration of a payment by the Participant that is
less than the Market Value per Share on the Date of Grant.

         (c) Each grant or sale shall provide that the Restricted Shares covered
thereby shall be subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code for a period to be determined by the Board on
the Date of Grant, and any grant or sale may provide for the earlier termination
of such period in the event of a Change of Control or other similar transaction
or event.

         (d) Each grant or sale shall provide that, during the period for which
such substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board on the Date of Grant. Such restrictions may
include without limitation rights of repurchase or first refusal in the
Corporation or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee.

         (e) Any grant or sale may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the same
restrictions as the underlying award or such other restrictions as the Board may
determine.

         (f) Each grant or sale shall be evidenced by an agreement that shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as
the Board may determine consistent with this Plan. Unless otherwise directed by
the Board, all certificates representing Restricted Shares, together with a
stock power that shall be endorsed in blank by the Participant with respect to
the Restricted Shares, shall be held in custody by the Corporation until all
restrictions thereon lapse.


                                       11


   13

         7. Deferred Shares.  The Board may authorize grants or sales of
Deferred Shares to Participants upon such terms and conditions as the Board
may determine in accordance with the following provisions:

         (a) Each grant or sale shall constitute the agreement by the
Corporation to issue or transfer Common Shares to the Participant in the future
in consideration of the performance of services, subject to the fulfillment
during the Deferral Period of such conditions as the Board may specify.

         (b) Each grant or sale may be made without additional consideration
from the Participant or in consideration of a payment by the Participant that is
less than the Market Value per Share on the Date of Grant.

         (c) Each grant or sale (i) shall provide that the Deferred Shares
covered thereby shall be subject to a Deferral Period, which shall be determined
by the Board on the Date of Grant, and (ii), unless otherwise expressly
determined in a resolution duly adopted by the Board on the Date of Grant or
such later date on which the Board may ratify such grant or sale, shall provide
for the earlier termination of the Deferral Period, and the immediate vesting of
the Participant's rights to all of the Deferred Shares subject to the grant or
sale, (1) if the Participant is a Nonaffiliate Director, upon the occurrence of
a Change of Control of the Corporation or (2) if the Participant is recognized
by any Employer as a regular full time employee, upon the termination of the
Participant's employment by an Employer without Cause during the Accelerated
Vesting Period and also, in the case of a Participant who is an Executive, upon
the termination of the Participant's employment by the Participant for Good
Reason during the Accelerated Vesting Period; provided, however, that any such
Accelerated Vesting Provision shall be deemed void ab initio and shall be of no
force or effect, if it should be determined that any such provision would
prevent a proposed merger or other business combination that is intended by the
parties thereto (which may include either or both of the Parent and the
Corporation) to be accounted for as a pooling of interests from being so
accounted for.

         (d) During the Deferral Period, the Participant shall not have any
rights of ownership in the Deferred Shares, shall not have any right to vote the
Deferred Shares and, except as provided in Section 11(c), shall not have any
right to transfer any rights under the subject award, but the Board may on or
after the Date of Grant authorize the payment of dividend equivalents on the
Deferred Shares in cash or additional Common Shares on a current, deferred or
contingent basis.

         (e) Each grant or sale shall be evidenced by an agreement that shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as
the Board may determine consistent with this Plan.

         8. Performance Shares and Performance Units. The Board may authorize
grants of Performance Shares and Performance Units, which shall become payable
to the Participant upon the achievement of specified Management Objectives, upon
such terms and conditions as the Board may determine in accordance with the
following provisions:


                                       12

   14


         (a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which may be subject to adjustment to
reflect changes in compensation or other factors.

         (b) The Performance Period with respect to each Performance Share or
Performance Unit (i) shall be determined by the Board on the Date of Grant and
(ii), unless otherwise expressly determined in a resolution duly adopted by the
Board on the Date of Grant or such later date on which the Board may ratify such
grant, shall provide for the earlier termination of the Performance Period, and
the immediate vesting of the Participant's rights to all of the Performance
Shares or Performance Units subject to the grant, (1) if the Participant is a
Nonaffiliate Director, upon the occurrence of a Change of Control of the
Corporation or (2) if the Participant is recognized by any Employer as a regular
full time employee, upon the termination of the Participant's employment by an
Employer without Cause during the Accelerated Vesting Period and also, in the
case of a Participant who is an Executive, upon the termination of the
Participant's employment by the Participant for Good Reason during the
Accelerated Vesting Period; provided, however, that any such Accelerated Vesting
Provision shall be deemed void ab initio and shall be of no force or effect, if
it should be determined that any such provision would prevent a proposed merger
or other business combination that is intended by the parties thereto (which may
include either or both of the Parent and the Corporation) to be accounted for as
a pooling of interests from being so accounted for.

         (c) Each grant shall specify the Management Objectives that are to be
achieved by the Participant, which may be described in terms of Corporation-wide
objectives or objectives that are related to the performance of the individual
Participant or the Subsidiary, division, department or function within the
Corporation or Subsidiary in which the Participant is employed or with respect
to which the Participant provides consulting services.

         (d) Each grant shall specify in respect of the specified Management
Objectives a minimum acceptable level of achievement below which no payment will
be made and shall set forth a formula for determining the amount of any payment
to be made if performance is at or above the minimum acceptable level but falls
short of full achievement of the specified Management Objectives.

         (e) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and any
grant may specify that any such amount may be paid by the Corporation in cash,
Common Shares or any combination thereof and may either grant to the Participant
or reserve to the Board the right to elect among those alternatives; provided,
however, that no form of consideration or manner of payment that would cause
Rule 16b-3 to cease to apply to this Plan shall be permitted.

         (f) Any grant of Performance Shares shall specify that no amount
payable with respect thereto shall be required to be paid to the extent that
such payment would not be permitted under, or would constitute a breach or
violation of, any indenture, loan agreement or other instrument or agreement to
which the Corporation is a party, or by which it is bound, and also may specify
that the amount payable with respect thereto may not exceed a maximum specified
by the Board on the Date of Grant. Any grant of Performance Units shall specify
that no amount payable with respect thereto shall be required to be paid to the
extent that such


                                       13

   15

payment would not be permitted under, or would constitute a breach or
violation or, any indenture, loan agreement or other instrument or agreement to
which the Corporation is a party or by which it is bound, and also may specify
that the amount payable, or the number of Common Shares issuable, with respect
thereto may not exceed a maximum specified by the Board on the Date of Grant

         (g) On or after the Date of Grant of Performance Shares, the Board may
provide for the payment to the Participant of dividend equivalents thereon in
cash or additional Common Shares on a current, deferred or contingent basis.

         (h) The Board may adjust Management Objectives and the related minimum
acceptable level of achievement if, in the sole judgment of the Board, events or
transactions have occurred after the Date of Grant that are unrelated to the
performance of the Participant and result in distortion of the Management
Objectives or the related minimum acceptable level of achievement.

         (i) Each grant shall be evidenced by an agreement that shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as
the Board may determine consistent with this Plan.

         9. Corporation's Repurchase Right. Upon cessation of a Participant's
employment with the Corporation, Subsidiary or Designated Affiliate prior to the
Initial Public Offering, regardless of the circumstances thereof, and including
without limitation upon death, disability, retirement, discharge or resignation
for any reason or no reason, and whether voluntary or involuntarily, the
Corporation, or an assignee of the Corporation, shall have the right to
repurchase from the Participant (or, (i) if the Participant is then deceased,
from the Participant's estate or (ii) if the Participant has transferred shares
pursuant to Section 11(d), from the Participant's transferee (a "Permitted
Transfer")) any and all Common Shares that are to be, or have been, issued or
transferred by the Corporation upon the exercise of Option Rights or
Appreciation Rights, upon the termination of the Deferral Period applicable to
Deferred Shares or upon payment under any grant of Performance Shares or
Performance Units, or are to be no longer subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 6 of this Plan
then held by the Participant (or his or her estate or his or her Permitted
Transferee) at a repurchase price per Common Share equal to the Market Value per
Share on the date of repurchase; provided, however, that this repurchase right
initially applies only to Common Shares that have been held by a Participant for
more than six months as of the date of cessation of the Participant's employment
and, with respect to Common Shares that have not been held for more than six
months, shall be extended to the date six months after the date upon which such
shares are acquired. The Corporation may exercise its repurchase right by paying
to the Participant (or his or her estate or his or her Permitted Transferee) the
aggregate amount of such repurchase price in cash within 30 days following the
date of such cessation of the Participant's employment (or following the date
upon which the Common Shares have been held for six months, if later), and the
Participant (or his or her estate or his or her Permitted Transferee) shall
endorse and deliver to the Corporation the certificate(s) representing the
Common Shares so repurchased. Until the consummation of an Initial Public
Offering, certificates representing all such Common Shares issued to
Participants under the Plan,


                                       14


   16

together with a stock power that shall be endorsed in blank by the
Participant, shall be held in custody by the Corporation.

         10. First Refusal Rights; Market Stand-Off. (a) Prior to the Initial
Public Offering, the Corporation shall have the right of first refusal with
respect to any proposed sale or other disposition by the holder of any Common
Shares that are to be, or have been, issued or transferred by the Corporation
upon the exercise of Option Rights or Appreciation Rights, upon the termination
of the Deferral Period applicable to Deferred Shares or upon payment under any
grant of Performance Shares or Performance Units, or are to be no longer subject
to the substantial risk of forfeiture and restrictions on transfer referred to
in Section 6 of this Plan. Such right of first refusal shall be exercisable in
accordance with the terms and conditions set forth in the agreement evidencing
such award; provided, however, that this right of first refusal applies only to
Common Shares that have been held by a Participant for more than six months.

         (b) In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Initial Public Offering,
a person shall not sell, or make any short sale of, loan, hypothecate, pledge,
grant any option for the purchase of, or otherwise dispose or transfer for value
or otherwise agree to engage in any of the foregoing transactions with respect
to, any Common Shares that are to be, or have been, issued or transferred by the
Corporation upon the exercise of Option Rights or Appreciation Rights, upon the
termination of the Deferral Period applicable to Deferred Shares or upon payment
under any grant of Performance Shares or Performance Units, or are to be no
longer subject to the substantial risk of forfeiture and restrictions on
transfer referred to in Section 6 of this Plan without the prior written consent
of the Corporation or its underwriters.

         11. Transferability. (a) Except as otherwise determined by the Board,
no Option Right, Appreciation Right or other derivative security granted under
this Plan shall be transferable by a Participant other than by will or the laws
of descent and distribution and, except as otherwise determined by the Board,
Option Rights and Appreciation Rights shall be exercisable during a
Participant's lifetime only by the Participant or his or her guardian or legal
representative.

         (b) Prior to the Initial Public Offering, no holder of any Common
Shares that have been issued or transferred by the Corporation upon the exercise
of Option Rights or Appreciation Rights, upon the termination of the Deferral
Period applicable to Deferred Shares, upon payment under any grant of
Performance Shares or Performance Units, or are no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall sell or transfer such Common Shares during a
period of six months following their issue or transfer by the Corporation in
order to permit the Corporation to exercise the right of first refusal described
in Section 10(a) of this Plan.

         (c) The Board also may specify at the Date of Grant that all or any
part of the Common Shares that are to be issued or transferred by the
Corporation upon the exercise of Option Rights or Appreciation Rights, upon the
termination of the Deferral Period applicable to Deferred Shares or upon payment
under any grant of Performance Shares or Performance Units,


                                       15

   17


or are to be no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Section 6 of this Plan, shall be subject
to further restrictions on transfer.

         (d) Notwithstanding the provisions of Section 11(a), Option Rights
(other than Incentive Stock Options), Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares and Performance Units shall be transferable
by a Participant, without payment of consideration therefor by the transferee,
to any one or more members of the Participant's Immediate Family (or to one or
more trusts established solely for the benefit of one or more members of the
Participant's Immediate Family or to one or more partnerships in which the only
partners are members of the Participant's Immediate Family); provided, however,
that (i) no such transfer shall be effective unless reasonable prior notice
thereof is delivered to the Corporation and such transfer is thereafter effected
in accordance with any terms and conditions that shall have been made applicable
thereto by the Corporation or the Board and (ii) any such transferee shall be
subject to the same terms and conditions hereunder as the Participant.

         12. Adjustments. The Board may make or provide for such adjustments in
the number of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares and Performance Shares granted hereunder, the Option
Prices per Common Share or Base Prices per Common Share applicable to any such
Option Rights and Appreciation Rights, and the kind of shares (including shares
of another issuer) covered thereby, as the Board may in good faith determine to
be equitably required in order to prevent dilution or expansion of the rights of
Participants that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Corporation or (b) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of warrants or other rights to
purchase securities or any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Board may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all awards so replaced. On or after the Date of Grant of any award
under this Plan, the Board may provide in the agreement evidencing the award
that the holder of the award may elect to receive an equivalent award in respect
of securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect, or the Board may provide that the
holder will automatically be entitled to receive such an equivalent award. The
Board may also make or provide for such adjustments in the numbers of Common
Shares specified in Sections 3(a)(i), 3(a)(ii), 3(b), and 3(c) of this Plan as
the Board may in good faith determine to be appropriate in order to reflect any
transaction or event described in this Section 12.

         13. Fractional Shares.  The Corporation shall not be required to issue
any fractional Common Shares pursuant to this Plan. The Board may provide for
the elimination of fractions or for the settlement thereof in cash.

         14. Withholding Taxes. To the extent that the Corporation is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Corporation for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or the


                                       16

   18

realization of any such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of any
taxes required to be withheld. At the discretion of the Board (to the extent
permitted under any agreements, including without limitation indentures or other
financing agreements, to which the Corporation may be a party), any such
arrangements may include relinquishment of a portion of any such payment or
benefit. In no event, however, shall the Corporation accept Common Shares for
payment of taxes in excess of required tax withholding rates, except that, in
the discretion of the Board (to the extent permitted under any agreements,
including without limitation indentures or other financing agreements, to which
the Corporation may be a party), a Participant may surrender Common Shares held
for more than six months to satisfy any tax obligation resulting from any such
transaction.

         15. Certain Terminations of Employment, Hardship and Approved Leaves of
Absence. Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Corporation, termination of
employment to enter public service with the consent of the Corporation or leave
of absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right that is not immediately and fully exercisable, any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, any Deferred Shares as to which the
Deferral Period is not complete, any Performance Shares or Performance Units
that have not been fully earned, or any Common Shares that are subject to any
transfer restriction pursuant to Section 11(c) of this Plan, the Board may take
any action that it deems to be equitable under the circumstances or in the best
interests of the Corporation, including but not limited to waiving or modifying
any limitation or requirement with respect to any award under this Plan.

         16. Foreign Participants. In order to facilitate the making of any
award or combination of awards under this Plan, the Board may provide for such
special terms for awards to Participants who are foreign nationals, or who are
employed by or engaged as consultants to the Corporation, any Subsidiary or any
Designated Affiliate outside of the United States of America, as the Board may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. In addition, the Board may approve such supplements to, or
amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose; provided, however,
that no such supplements, amendments, restatements or alternative versions shall
include any provisions that are inconsistent with the terms of this Plan, as
then in effect, unless this Plan could have been amended to eliminate the
inconsistency without further approval by the stockholders of the Corporation.

         17. Administration of the Plan. (a) This Plan shall be administered by
the Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board consisting of two or more members of
the Board, or a subcommittee of a committee of the Board consisting exclusively
of two or more "Non-Employee Directors" (as defined in Rule 16b-3), appointed by
the Board. A majority of the committee (or subcommittee) shall constitute a
quorum, and the action of the members of the committee (or subcommittee) present
at any meeting at which a quorum is present, or acts unanimously approved in
writing,


                                       17

   19

shall be the acts of the committee (or subcommittee). To the extent of any
such delegation, references in this Plan to the Board shall be deemed to be
references to any such committee or subcommittee.

         (b) The Board may from time to time reserve a specified number of
Common Shares, subject to adjustment as provided in Section 12 of this Plan, for
grants of Nonqualified Options to Participants who have agreed to commence
employment with the Corporation or any Subsidiary and may delegate to one or
more officers of the Corporation the authority to determine the Participants to
whom such Nonqualified Options shall be granted, and to determine the number of
such Common Shares to which any such Nonqualified Option shall pertain, subject
to the terms and conditions of this Plan and the terms and conditions of an
agreement evidencing any such Nonqualified Option and approved by resolution of
the Board at the time of such delegation. For the purposes of Section 4(b) of
this Plan, as it relates to any Nonqualified Option that shall be granted
pursuant to this Section 17(b), (i) the Date of Grant shall be the date on which
the Participant agrees to accept employment with the Corporation or any
Subsidiary, which may precede the date on which the Participant's employment
actually commences (or, if such date is not specified in the Participant's
employment offer and acceptance materials, the Date of Grant will be the
commencement date of such Participant's employment with the Corporation or any
Subsidiary), and (ii) the Market Value per Share on the Date of Grant shall be
the closing price of the Common Shares on the Nasdaq Stock Market on the last
trading day immediately preceding the Date of Grant.

         (c) The interpretation and construction by the Board of any provision
of this Plan or any agreement, notification or document evidencing the grant of
Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares or Performance Units, and any determination by the Board
pursuant to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive. No member of the Board shall be liable
for any such action taken or determination made in good faith.

         18. Amendments and Other Matters. (a) The Board may at any time and
from time to time amend this Plan in whole or in part; provided, however, that
(1) any amendment that must be approved by the stockholders of the Corporation
in order to comply with applicable law or the rules of any national securities
exchange or automated quotation system upon which the Common Shares are traded
or quoted shall not be effective unless and until such approval has been
obtained and (2) the provisions of Sections 4(g), 7(c) and 8(b), including but
not limited to clause (ii) of each of these Sections, may not be amended
following a Change of Control in any way that would adversely affect the rights
of holders of awards granted under Sections 4, 7 and 8 hereof.

         (b) With the concurrence of the affected Participant, the Board may
cancel any agreement evidencing Option Rights or any other award granted under
this Plan. In the event of any such cancellation, the Board may authorize the
granting of new Option Rights or other awards hereunder, which may or may not
cover the same number of Common Shares as had been covered by the canceled
Option Rights or other award, at such Option Price, in such manner and subject
to such other terms, conditions and discretion as would have been permitted
under this Plan had the canceled Option Rights or other award not been granted.


                                       18

   20


         (c) The Board may grant under this Plan any award or combination of
awards authorized under this Plan, including but not limited to Replacement
Option Rights, in exchange for the surrender and cancellation of an award that
was not granted under this Plan (including but not limited to an award that was
granted by the Corporation or a Subsidiary, or by another corporation that is
acquired by the Corporation or a Subsidiary by merger or otherwise, prior to the
adoption of this Plan by the Board), and any such award or combination of awards
so granted under this Plan may or may not cover the same number of Common Shares
as had been covered by the canceled award and shall be subject to such other
terms, conditions and discretion as would have been permitted under this Plan
had the canceled award not been granted.

         (d) This Plan shall not confer upon any Participant any right with
respect to continuance of employment or other service with the Corporation, any
Subsidiary or Designated Affiliate and shall not interfere in any way with any
right that the Corporation, any Subsidiary or Designated Affiliate would
otherwise have to terminate any Participant's employment or other service at any
time.

         (e) To the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as a Tax-Qualified Option from so
qualifying, any such provision shall be null and void with respect to any such
Option Right; provided, however, that any such provision shall remain in effect
with respect to other Option Rights, and there shall be no further effect on any
provision of this Plan.

         (f) The Board may also permit Participants to elect to defer the
issuance of Common Shares or the settlement of awards in cash under this Plan
pursuant to such procedures, programs or rules as the Board may establish for
the purposes of this Plan. The Board may also provide that deferred issuances
and settlements include the payment or crediting of dividend equivalents or
interest on the deferral amounts.

         (g) The Board may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation
otherwise payable by the Corporation or a Subsidiary to the Participant.

         (h) All grants, exercises and sales of securities of the Corporation
made pursuant to this Plan must be made in compliance with (and may be modified
without the consent of the grantee to assure compliance with) all applicable
foreign, federal and state laws.


                                       19

EX-10.6

   1
                                                                    EXHIBIT 10.6



                                                               EXECUTION VERSION



                              AMENDED AND RESTATED

                          EQUIPMENT FINANCING AGREEMENT


                                   dated as of


                                 April 28, 2000


                                 by and between


                       MCCAW INTERNATIONAL (BRAZIL), LTD.


                                       and


                           MOTOROLA CREDIT CORPORATION
   2





                                                                                                  
SECTION 1. DEFINITIONS...................................................................................2
     Section 1.01. Defined Terms.........................................................................2
     Section 1.02. Interpretation.......................................................................22
     Section 1.03. Accounting Principles and Terms......................................................22

SECTION 2. ADVANCES.....................................................................................23
     Section 2.01. The Remaining Commitment.............................................................23
     Section 2.02. Procedure for Borrowing Final Advance................................................23
     Section 2.03. Financing Note.......................................................................24
     Section 2.04. Repayment of Principal of Advances...................................................24
     Section 2.05. Prepayments..........................................................................25
     Section 2.06. Interest.............................................................................26
     Section 2.07. Payments.............................................................................27
     Section 2.08. Use of Proceeds......................................................................28
     Section 2.09. Change in Law........................................................................28
     Section 2.10. Illegality...........................................................................28

SECTION 3. FUNDING AND PROTECTION.......................................................................29
     Section 3.01. Taxes, Duties, Fees and Charges......................................................29
     Section 3.02. Change in Circumstances..............................................................29

SECTION 4. EXPENSES; INDEMNIFICATION; FEES..............................................................30
     Section 4.01. Expenses.............................................................................30
     Section 4.02. Indemnification......................................................................31

SECTION 5. STOCKHOLDER GUARANTIES AND FOREIGN AFFILIATE GUARANTIES......................................32
     Section 5.01. Stockholder Guaranties...............................................................32
     Section 5.02. Foreign Affiliate Guaranties.........................................................32

SECTION 6. SECURITY.....................................................................................32
     Section 6.01. Security.............................................................................32

SECTION 7. REPRESENTATIONS AND WARRANTIES...............................................................36
     Section 7.01. Organization.........................................................................36
     Section 7.02. Power; Authority.....................................................................37
     Section 7.03. Governmental Approvals; Licenses.....................................................37
     Section 7.04. Execution, Enforceability, Violation of Law and Agreements...........................39


                                      -1-
   3


                                                                                                  
     Section 7.05. Financial Statements; Business Plan..................................................40
     Section 7.06. Taxes................................................................................41
     Section 7.07. Properties...........................................................................41
     Section 7.08. Compliance with Laws.................................................................41
     Section 7.09. Intellectual Property................................................................42
     Section 7.10. Burdensome Documents; Agreements with Affiliates; Other Agreements...................42
     Section 7.11. Security Documents...................................................................43
     Section 7.12. Judgments, Actions, Proceedings......................................................43
     Section 7.13. No Defaults..........................................................................44
     Section 7.14. Strikes..............................................................................44
     Section 7.15. Sufficiency of System Documents......................................................44
     Section 7.16. Delivery of System Documents and Licenses............................................44
     Section 7.17. Accuracy of Information..............................................................44
     Section 7.18. Business.............................................................................45
     Section 7.19. Survival of Representations and Warranties...........................................45
     Section 7.20. ERISA................................................................................45
     Section 7.21. Regulation...........................................................................46
     Section 7.22. Use of Proceeds......................................................................46
     Section 7.23. Investment Company...................................................................46
     Section 7.24. Capital Contributions................................................................46
     Section 7.25. Bank Accounts........................................................................46
     Section 7.26. Inactive Foreign Affiliates..........................................................46
     Section 7.27. Construction of the System...........................................................46

SECTION 8. AFFIRMATIVE COVENANTS........................................................................46
     Section 8.01. Performance of Obligations...........................................................47
     Section 8.02. Annual Financial Statements..........................................................47
     Section 8.03. Quarterly Financial Statements.......................................................48
     Section 8.04. Other Information....................................................................49
     Section 8.05. Access to Books; Inspections.........................................................51
     Section 8.06. Governmental Approvals...............................................................51
     Section 8.07. Insurance............................................................................51
     Section 8.08. Continuance of Business..............................................................52


                                      -2-
   4



                                                                                                  
     Section 8.09. [Reserved]...........................................................................52
     Section 8.10. Maintenance and Repairs..............................................................52
     Section 8.11. Compliance with Law..................................................................52
     Section 8.12. Notices..............................................................................54
     Section 8.13. Further Assurances...................................................................56
     Section 8.14. [Reserved]...........................................................................58
     Section 8.15. Restricted Assets; Option Companies..................................................58
     Section 8.16. Maintenance of Licenses..............................................................58
     Section 8.17. Financial Covenants..................................................................58
     Section 8.18. [Reserved]...........................................................................61
     Section 8.19. Failure to Perform of Stockholder Guarantor..........................................61
     Section 8.20. Adult Content........................................................................61
     Section 8.21. Translation and Registration.........................................................61
     Section 8.22. Foreign Resident Account.............................................................61
     Section 8.23. Update of Security Documents.........................................................61

SECTION 9. NEGATIVE COVENANTS...........................................................................62
     Section 9.01. Indebtedness.........................................................................62
     Section 9.02. Guaranties...........................................................................62
     Section 9.03. Transfer.............................................................................63
     Section 9.04. Liens................................................................................63
     Section 9.05. Mergers; Acquisitions................................................................63
     Section 9.06. Distributions; Redemptions...........................................................64
     Section 9.07. Stock Issuance.......................................................................64
     Section 9.08. Amendment of Documents and Organization..............................................65
     Section 9.09. Loans; Advances......................................................................65
     Section 9.10. Use of Funds.........................................................................66
     Section 9.11. Transactions with Affiliates.........................................................66
     Section 9.12. Changes in Business..................................................................66
     Section 9.13. Prepayments..........................................................................67
     Section 9.14. Additional System Documents..........................................................67
     Section 9.15. ERISA Obligations....................................................................67
     Section 9.16. Sale and Leaseback Transactions......................................................67
     Section 9.17. New Subsidiaries.....................................................................67


                                      -3-
   5



                                                                                                  
     Section 9.18. Restricted Assets and Option Companies...............................................67
     Section 9.19. Bank Accounts........................................................................67
     Section 9.20. Bankruptcy...........................................................................68

SECTION 10. CONDITIONS PRECEDENT........................................................................68
     Section 10.01. Conditions to Final Advance.........................................................68
     Section 10.02. Representation and Warranty as to Previous Advance Conditions.......................74
     Section 10.03. Conditions to Final Advance.........................................................74

SECTION 11. EVENTS OF DEFAULT...........................................................................78
     Section 11.01. Events of Default...................................................................78
     Section 11.02. Remedies............................................................................83
     Section 11.03. Cumulative Rights...................................................................85
     Section 11.04. Waiver of Demand....................................................................85
     Section 11.05. Waiver of Notice....................................................................86

SECTION 12. MISCELLANEOUS...............................................................................86
     Section 12.01. Waiver of Sovereign Immunity........................................................86
     Section 12.02. Venue for Suit......................................................................86
     Section 12.03. Governing Law.......................................................................87
     Section 12.04. Severability of Provisions..........................................................87
     Section 12.05. Binding Effect; Assignment..........................................................87
     Section 12.06. Entire Agreement; Amendments........................................................88
     Section 12.07. Notices.............................................................................88
     Section 12.08. Right of Set-Off....................................................................89
     Section 12.09. Counterparts........................................................................89
     Section 12.10. Proposed Consolidation..............................................................89
     Section 12.11. [Reserved]..........................................................................89
     Section 12.12. Confidentiality.....................................................................89
     Section 12.13. Term of Agreement...................................................................90


                                      -4-
   6
a. Schedules to EFA
     Schedule 1.01(a) -- MSO Site
     Schedule 1.01(b) -- Foreign Affiliates
     Schedule 1.01(c) -- Paid-In Capital
     Schedule 1.01(d) -- Target Subscribers
     Schedule 1.02 -- Restricted Assets
     Schedule 7.01(a) -- Credit Party Structure; Ownership; Subsidiaries
     Schedule 7.01(b) -- Qualification Jurisdictions
     Schedule 7.03(a) -- Governmental Approvals
     Schedule 7.03(b) -- Licenses
     Schedule 7.04 -- Violation of Law
     Schedule 7.05 -- Contingent Liabilities
     Schedule 7.09 -- Intellectual Property
     Schedule 7.10 -- Management Agreements; Affiliate Transactions
     Schedule 7.12 -- Litigation
     Schedule 7.25 -- Bank Accounts
     Schedule 8.07(a) -- General Insurance Requirement
     Schedule 8.07(b) -- Political Risk Insurance

b. Exhibits to EFA
     A:   Approved Business Plan
     B:   Form of Request for Financing
     C:   Form of Financing Note
     D-1: Form of Nextel International Guaranty
     D-2: Form of Motorola do Brasil Guaranty
     E:   Invested Capital
     F:   Form of Company Security Deposit Agreement
     G:   Form of Nextel Ltda. Security Deposit Agreement
     H-1: Form of Legal Opinion of Brazilian counsel to Company
     H-2: Form of Legal Opinion to U.S. counsel to Company

                                      -1-
   7
     This AMENDED AND RESTATED EQUIPMENT FINANCING AGREEMENT, dated as of April
28, 2000 (as the same may be further amended, modified or supplemented from time
to time, this "Agreement"), by and between MCCAW INTERNATIONAL (BRAZIL), LTD., a
corporation organized under the laws of the State of Virginia, with its
principal office at 2001 Edmund Halley Drive, Reston, Virginia, 20191 U.S.A.
(the "Company") and MOTOROLA CREDIT CORPORATION, a corporation duly organized
under the laws of the State of Delaware, U.S.A., with its principal office at
1303 East Algonquin Road, Schaumburg, Illinois 60196-1065, U.S.A. (the
"Creditor").


                                   WITNESSETH:

     WHEREAS, (i) with respect to Sao Paulo, Brazil, the Company is party to an
Integrated Digital Enhanced Network Equipment Purchase Agreement dated as of
March 21, 1997, as amended, by and between Motorola, Inc., a Delaware
corporation (the "Vendor") and the Company (as the same may be further amended,
modified and supplemented from time to time, the "Sao Paulo iDEN Equipment
Agreement"), along with the Integrated Digital Enhanced Network Installation and
Optimization Agreement dated as of March 21, 1997, as amended, by and between
the Vendor and the Company (the "Sao Paulo Installation and Optimization
Agreement"), and (ii) with respect to Rio de Janiero, Brazil, the Company is
party to an Integrated Digital Enhanced Network Equipment Purchase Agreement
dated as of May 9, 1997, as amended, by and between Vendor and the Company (as
the same may be further amended, modified and supplemented from time to time,
the "Rio iDEN Equipment Agreement"), along with the Integrated Digital Enhanced
Network Installation and Optimization Agreement dated as of May 9, 1997, as
amended, by and between the Vendor and the Company (together with the Sao Paulo
iDEN Equipment Agreement, the Sao Paulo Installation and Optimization Agreement
and the Rio iDEN Equipment Agreement, as the same may be further amended,
modified and supplemented from time to time, and together with any other similar
agreements entered into between the Company and the Vendor for the purchases of
iDEN equipment and services for use in Brazil, collectively, the "iDEN Equipment
and Services Agreements");

     WHEREAS, the Company has entered into (i) a Conditional Sale Agreement
dated as of October 31, 1997, by and between the Company and Nextel S.A., a
corporation organized under the laws of Brazil formerly named AirLink S.A.
("Nextel S.A."), pursuant to which the Company has agreed to extend credit to
Nextel S.A. for the purchase of certain iDEN and non-iDEN equipment in an
aggregate amount not exceeding $31,250,000 (as amended, modified and
supplemented, the "Conditional Sale Agreement"), and (ii) a Conditional Sale
Agreement, dated as of October 31, 1997, by and between the Company and Nextel
S.A. pursuant to which the Company has agreed to extend credit to Nextel S.A.
for the purchase of certain iDEN and non-iDEN equipment in an aggregate amount
not exceeding $125,000,000 (as amended, modified and supplemented from time to
time, the "Conditional Sale Agreement No. 2");

     WHEREAS, Nextel S.A. is a Subsidiary of the Company;

     WHEREAS, the Company has heretofore entered into an Equipment Financing
Agreement, dated as of October 31, 1997 with the Creditor (as heretofore
amended, modified or supplemented, the "Original EFA") pursuant to which the
Company requested that the Creditor

                                      -1-
   8
provide Advances (as defined in the Original EFA) in the principal amount not
exceeding the least of (i) $125,000,000, (ii) the aggregate purchase price
(excluding import taxes and/or duties) for all equipment and services purchased
pursuant to the iDEN Equipment and Service Agreements, (iii) the Maximum Total
Advance Cap and (iv) the Maximum Total Foreign Advance Cap (as such terms are
defined in the Original EFA) (such lesser amount being defined under the
Original EFA as the "Commitment" and defined herein as the "Original
Commitment") to finance the Company's purchase of iDEN (as hereinafter defined)
equipment and services pursuant to the iDEN Equipment and Service Agreements;

     WHEREAS, as of the date hereof, an aggregate principal amount of
$103,757,097.31 of Advances (as defined in the Original EFA) have been made and
remain outstanding under the Original EFA;

     WHEREAS, the Company and the Creditor are parties to that certain Bridge
Line of Credit dated as of March 26, 1998 (as heretofore or hereafter amended,
modified or supplemented, the "Bridge Line") pursuant to which the Creditor has
agreed, subject to the terms and conditions provided in the Bridge Line, to make
advances (all such advances heretofore or hereafter made, "Bridge Line
Advances") prior to June 30, 2000 (the "Bridge Line Termination Date") to the
Company solely to finance the Company's purchase of iDEN equipment and services
pursuant to the iDEN Equipment and Service Agreements;

     WHEREAS, the Creditor is willing, subject to the terms and subject to the
conditions hereinafter set forth, to make a Final Advance (as hereinafter
defined) to the Company on the Drawdown Date (as hereinafter defined) in an
aggregate principal amount not to exceed the aggregate unpaid principal amount,
plus accrued and unpaid interest in respect thereof, of all outstanding Bridge
Line Advances as of such date; and

     WHEREAS, the Creditor and the Company have agreed to amend and restate in
its entirety the Original EFA as hereinafter set forth in order to accomplish
the foregoing.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Creditor to make the Final Advance and to induce the Creditor to enter into the
agreements referred to herein, the parties agree to amend and restate the
Original EFA in its entirety as follows:


SECTION 1. DEFINITIONS

     Section 1.01. Defined Terms. In addition to the terms defined above, when
used in this Agreement, the following terms shall have the
following meanings:

     "Acceptable Guarantor" means a guarantor who is a shareholder of Nextel
S.A. and whose creditworthiness is equivalent to, or better than, the
creditworthiness of Nextel International as determined on the Original Closing
Date or on the date of the proposed assignment of the applicable Stockholder
Guaranty (whichever is better) in the Creditor's sole determination; it being
understood that in no event may Nextel International make any assignment of its
rights and obligations that would result in it guaranteeing less than 70% of the
Obligations.

                                      -2-
   9
     "Additional System Documents" means all contracts and agreements related to
the construction, maintenance, repair or operation of the System or the
Telecommunications Business entered into by the Company, Nextel International or
any Foreign Affiliate subsequent to the Original Closing Date (i) in replacement
of an existing System Document or (ii) which, if terminated, could reasonably be
expected to have a Material Adverse Effect or (iii) having an aggregate net
present value or cost in excess of $10,000,000.

     "Adjusted Consolidated Fixed Charges" means, as to any Person and for any
period, without duplication, the difference of (a) the sum of the following: (i)
the total interest expense for such Person and its Subsidiaries on a
consolidated basis for such period (including, without limitation, all interest
expense on Capital Lease Obligations), (ii) the scheduled principal amount of
all amortization payments on all Indebtedness for borrowed money of such Person
and its Subsidiaries on a consolidated basis for such period, other than
payments in respect of Permitted Indebtedness of the type described in clause
(b) of the definition thereof for such period which arise from handset purchases
and which are owed to a Motorola Entity, (iii) all payments made under
capitalized leases (except for any such payments covered by clause (i) of this
definition), and (iv) all payments made under Hedge Agreements, minus (b) all
payments received under Hedge Agreements.

     "Adjusted Paid-in Capital" means, as of any date, (a) the paid-in capital
of the Company (including for this purpose the principal amount of any
outstanding Permitted Indebtedness incurred by the Company of the type described
under clause (l) of the definition thereof) reflected on the most recent
financial statements delivered pursuant to Section 8.2 or 8.3 (whichever is
later) plus (b) any increases in paid-in capital (including for this purpose the
principal amount of any outstanding Permitted Indebtedness incurred by the
Company and of the type described under clause (l) of the definition thereof)
since the end of the reporting period relating to such financial statements
minus (c) any decreases in paid-in capital (including any repayments, whether or
not permitted hereunder, of any principal or interest with respect to Permitted
Indebtedness of the type described under clause (l) of the definition thereof)
since the end of the reporting period relating to such financial statements.

     "Advance" has the meaning ascribed to such term in subsection 2.01(a)
hereof.

     "Affiliate" means with respect to any Person, any other Person (i) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such first Person, (ii) which
beneficially owns or holds 5% or more of any class of the Voting Stock of such
first Person, or (iii) whereby 5% or more of the Voting Stock (or in the case of
a Person which is not a corporation, 5% 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. 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.

     "Agreement" means this Amended and Restated Equipment Financing Agreement.

                                      -3-
   10
     "AIG" means American International Group.

     "AIG Policy" means the Contract of Lender's Insurance Against
Inconvertibility, Expropriation and Political Violence between National Union
Fire Insurance of Pittsburgh, PA, the Company and the Creditor.

     "AirFone Holdings" means AirFone Holdings, Inc.

     "Applicable Margin" means (i) with respect to any LIBOR Advance 4.63% per
annum, and (ii) with respect to any Prime Advance 2.5% per annum.

     "Approved Business Plan" means the quarterly business plan of the Company
for a nationwide iDEN system in Brazil dated December 15, 1999 (and delivered to
the Creditor prior to the date of this Agreement) as the same may be modified
pursuant to Section 8.04 hereof. The current Approved Business Plan as of the
date hereof is attached hereto as Exhibit A.

     "Arm's-Length Affiliate" has the meaning ascribed to such term in Section
9.11 hereof.

     "Authorized Officer" means (a) with respect to any Person that is a
corporation, the President, Vice President or Treasurer of such Person, (b) with
respect to any Person that is a partnership, the President, Vice President or
Treasurer 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 Brazilian limited liability
companies, the delegate manager or managing quotaholder.

     "Bridge Line" has the meaning ascribed to such term in the sixth preamble
hereof.

     "Bridge Line Advances" has the meaning ascribed to such term in the sixth
preamble hereof.

     "Bridge Line Termination Date" has the meaning ascribed to such term in the
sixth preamble hereof.

     "Business Day" means (i) any day other than Saturday, Sunday or any other
day on which commercial banks in New York City or Sao Paulo are authorized or
required under the laws of the State of New York or Brazil, respectively, or
pursuant to other government action to close, and (ii) 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 (i) above and which is also a day for trading by and between banks for
U.S. dollar deposits in the London interbank market.

     "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.

                                      -4-
   11
     "Class B Redemption" has the meaning ascribed to such term in subsection
9.06(b) hereof.

     "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 real and personal property, whether owned or leased
(including, without limitation, the System Documents (excluding the Excluded
Leases), the Licenses and Governmental Approvals) which are subject to the
security interests or Lien granted by any of the Security Documents in each case
except to the extent they are Restricted Assets or Immaterial Assets.

     "Commitment Termination Date" means June 30, 2000.

     "Company" means McCaw International (Brazil), Ltd., a corporation organized
under the laws of the Commonwealth of Virginia.

     "Company Promise to Pledge Quotas" has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof.

     "Company Quota Pledge Agreement" has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof.

     "Company Quota Voting Agreement" has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof.

     "Company Security Agreement" has the meaning ascribed to such term in
subsection 6.01(a)(i)(A) hereof.

     "Company Security Deposit Agreement" has the meaning ascribed to such term
in subsection 6.01(a)(i)(A) hereof.

     "Company Share Pledge Agreements" has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof.

     "Company Share Voting Agreement" has the meaning ascribed to such term in
subsection 6.01(a)(i)(B) hereof.

     "Conditional Sale Agreement No. 1" has the meaning ascribed to such term in
the second preamble hereof.

     "Conditional Sale Agreement No. 2" has the meaning ascribed to such term in
the second preamble hereof.

     "Conditional Sale Agreements" means collectively the Conditional Sale
Agreement No. 1 and the Conditional Sale Agreement No. 2.

                                      -5-
   12
     "Conditional Sale Notes" means collectively (i) (a) the iDEN promissory
note dated the Initial Funding Date issued by Nextel S.A. in favor of the
Company in connection with the Conditional Sale Agreement No. 1 in the principal
amount of $25,000,000 and (b) the non-iDEN promissory note dated the Initial
Funding Date issued by Nextel S.A. in favor of the Company in connection with
the Conditional Sale Agreement No. 1 in the principal amount of $6,125,000 and
(ii) (a) the iDEN promissory note dated the Initial Funding Date issued by
Nextel S.A. in favor of the Company in connection with the Conditional Sale
Agreement No. 2 in the principal amount of $100,000,000 and (b) the non-iDEN
promissory note dated the Initial Funding Date issued by Nextel S.A. in favor of
the Company in connection with the Conditional Sale Agreement No. 2 in the
principal amount of $25,000,000.

     "Consents to Assignments" means a collective reference to each consent
executed and delivered by a System Party (other than an Option Company) in
connection with each System Document other than the Excluded Leases.

     "Consolidated Entity" means the Foreign Affiliate holding all of the
Licenses after the consummation of the Proposed Consolidation (x) which entity
has no creditors except to the extent permitted by the definition of Permitted
Indebtedness, and (y) of which entity the Company shall directly own (on a fully
diluted basis) more than 50% of the Voting Stock and more than 50% of the
economic interests and which entity the Company shall otherwise Control.

     "Consolidated Fixed Charges" means, as to any Person and for any period,
without duplication, the difference of (a) the sum of the following: (i) the
total interest expense for such Person and its Subsidiaries on a consolidated
basis for such period (including, without limitation, all interest expense on
Capital Lease Obligations), (ii) the scheduled principal amount of all
amortization payments on all Indebtedness for borrowed money of such Person and
its Subsidiaries on a consolidated basis for such period, (iii) all payments
made under capitalized leases (except for any such payments covered by clause
(i) of this definition), and (iv) all payments made under Hedge Agreements,
minus (b) all payments received under Hedge Agreements.

     "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 would be determined by a prudent
Person, familiar with the general substance at issue, in like circumstances with
the Person making the decision.

                                      -6-
   13
     "Credit Documents" means, individually and collectively, this Agreement,
the Financing Note, the Security Documents, the Foreign Affiliate Guaranties and
the Stockholder Guaranties and each other document entered into pursuant
thereto.

     "Creditor" means Motorola Credit Corporation, a corporation organized under
the laws of the State of Delaware, United States of America.

     "Credit Party" means the Company, any Foreign Affiliate, any Stockholder
Guarantor (other than MIDC or Motorola do Brasil) and Telcom.

     "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.

     "Depositary" has the meaning ascribed to such term in the Company Security
Deposit Agreement.

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

     "Drawdown Date" means the date that is the earlier of (a) June 30, 2000,
and (b) thirty (30) days after the date that the principal amount of the
advances and accrued and unpaid interest thereon under the Bridge Line exceeds
the Maximum Advance Amount.

     "EBITDA" means, as to any Person and for any period, the net income of such
Person and its Subsidiaries as measured in accordance with GAAP on a
consolidated basis for such period, plus interest expense, minus interest
income, plus (or minus, in the case of income tax benefits) provision for taxes,
minus (or plus, in the case of a loss) extraordinary gains or losses, to the
extent not covered by GAAP, minus (or plus, in the case of a loss) financial
gains or losses, or gains or losses from sales of assets (other than sales of
inventory in the ordinary course of their respective businesses), plus
amortization and depreciation charges plus (or minus, in the case of losses)
minority interest in the net income or losses of consolidated Subsidiaries,
minus (or plus, in the case of a loss) income or losses from equity method
investments, minus (or plus, in the case of a loss) any inflationary
adjustments, to the extent not covered by GAAP, including (i) monetary
correction gain or loss, (ii) foreign exchange gain or loss, and (iii)
inflationary income statement adjustments to revenues or expenses.

     "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,

                                      -7-
   14
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
7.08(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 Abandonment" means the abandonment of the System or the
Telecommunications Business or cessation of the operation of the System or the
Telecommunications Business which reasonably indicates to the Creditor that the
Company intends to abandon the System or the Telecommunications Business.

     "Event of Default" means any of the events specified in Section 11.01
hereof.

     "Excess Cash Flow" means, for any period, an amount equal to (i) EBITDA of
the Company for such period, minus (ii) capital expenditures of the Company for
such period, plus (iii) the decrease in the value added tax credit account of
the Company during such quarter, minus (iv) the increase in the value added tax
credit account of the Company during such quarter, minus (v) the sum of the
aggregate Consolidated Fixed Charges, taxes accrued and voluntary prepayments
made hereunder, during such period.

     "Excluded Leases" means those leases entered into prior to October 31,
1997, and any other Leases which Nextel International, the Company or any
Foreign Affiliate shall not be permitted to assign to the Creditor,
notwithstanding their exercise of good faith and commercially reasonable efforts
in accordance with the provisions of Section 8.13 hereof.

     "Final Advance" has the meaning ascribed to such term in subsection 2.01(a)
hereof.

     "Financing Note" has the meaning ascribed to such term in Section 2.03
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 for such quarter, plus (ii) the Quarterly Paid-in Capital Contribution
for such quarter, plus (iii) the decrease in the value added tax credit account
of the Company during such quarter, minus (iv) the increase in the value added
tax credit account of the Company during such quarter to (b) Adjusted
Consolidated Fixed Charges for such quarter.

     "Foreign Affiliate" means, with respect to the Company, those Affiliates
listed on Schedule 1.01(b) hereto, each entity created or acquired pursuant to
Section 9.05 or 9.12 hereof, and any other Affiliate of the Company that
executes a Credit Document.

     "Foreign Affiliate Assignment of Rights and Obligations" has the meaning
ascribed to such term in subsection 6.01(d)(i) hereof.

                                      -8-
   15
     "Foreign Affiliate Guaranties" has the meaning ascribed to such term in
Section 5.02 hereof.

     "Foreign Affiliate Pledge Agreements" has the meaning ascribed to such term
in subsection 6.01(f)(i) hereof.

     "Foreign Affiliate Security Agreements" has the meaning ascribed to such
term in subsection 6.01(d)(i) hereof.

     "Foreign Affiliate Trademark Assignment Agreement" has the meaning ascribed
to such term in subsection 6.01(d)(i) hereof.

     "Foreign Affiliate Voting Agreement" has the meaning ascribed to such term
in subsection 6.01(f)(i) hereof.

     "Foreign Projects" means the iDEN systems operated by Nextel International
or its Affiliates outside the United States.

     "Foreign Resident Account" means the non-resident account according to the
Brazilian Central Bank Circular 2677, April 10, 1996, established for the
benefit of the Creditor under Section 8.22 of the Original EFA.

     "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,
franchise, concession, lease, ruling, permit, certification, exemption, filing
or registration by or with any Governmental Authority or legal or administrative
body reasonably desirable, or necessary, for the design, location, construction,
completion, ownership, operation, repair or maintenance of the System or the
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.

     "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,

                                      -9-
   16
commodities future contracts, currency future or option contracts, as the same
shall be modified and supplemented and in effect from time to time.

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

     "iDEN Equipment Agreements" has the meaning ascribed to such term in the
first preamble hereof.

     "iDEN Equipment and Service Agreements" has the meaning ascribed to such
term in the first preamble hereof.

     "iDEN Service Agreements" has the meaning ascribed to such term in the
first preamble hereof.

     "Immaterial Assets" means motor vehicles and immaterial assets, in each
case (i) having a fair market value of not more than $50,000 and an aggregate
value at any time of not more than 1% of the fair market value of all assets
owned by the Company and the Foreign Affiliates, and (ii) that are not essential
for the operation of the Company or any Foreign Affiliate or the operation of
the System or the Telecommunications Business.

     "Indebtedness" means, with respect to any Person, (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 less than three
(3) months 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 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), (g) and (h) below) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn 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 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, all obligations in respect of
Hedge Agreements.

                                      -10-
   17
     "Information" has the meaning ascribed to such term in Section 12.12
hereof.

     "Initial Funding Date" means December 1, 1997.

     "Intellectual Property" has the meaning ascribed to such term in Section
7.09 hereof.

     "Interest Payment Dates" means (i) semi-annually on the Semi Annual Dates,
and (ii) at any time, in the case of any Advance, upon the payment or prepayment
thereof or the conversion thereof into an Advance of another type pursuant to
subsections 2.02(a) and 2.06(b) hereof (but only on the principal so prepaid,
paid or converted).

     "Interest Period" means with respect to each LIBOR Advance, each period
commencing in the date such LIBOR Advance is made or converted from a Prime
Advance pursuant to subsection 2.02(a) hereof or the last day of the preceding
Interest Period with respect to such LIBOR Advance, and ending, except as
otherwise provided in Section 2.02 hereof, on the same day in the sixth calendar
month thereafter. Notwithstanding the foregoing, (i) the final Interest Period
shall end on the Maturity Date and (ii) each Interest Period that would
otherwise end on a day that is not a Business Day shall end on the next
succeeding Business Day.

     "Invoice" has the meaning ascribed to such term in subsection 2.02(a)
hereof.

     "IRS" means the Internal Revenue Service of the United States.

     "knowledge" means (a) as it applies to the Company or Nextel International,
the actual knowledge of a Vice President or more senior officer of the Company
or Nextel International, respectively, or any other officer of the Company or
Nextel International, respectively, having responsibility for the transactions
contemplated by the Operative Documents, and (b) as it applies to Nextel S.A.,
the actual knowledge of a director or other representative having management
authority; provided, that each of the Company, Nextel International and Nextel
S.A. shall be deemed to have "knowledge" of any matter as to which it has
received written notice from any Governmental Authority, any party to any System
Document or any other Credit Party.

     "Lease Assignment Agreements" means each Lease Assignment Agreement
executed and delivered by a Credit Party in the form of Exhibit M-2 to the
Original EFA (incorporated herein by reference).

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

     "LIBOR Advance" means any of the Advances 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 Reuters Monitor Money Rates Services, or any successor thereto as of 11:00
a.m., London, England time two (2)

                                      -11-
   18
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
outstanding during such Interest period. If quotes for the foregoing rates are
not available on the Reuters 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 Creditor 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 (2)
Business Days prior to the first day of such Interest Period, in the approximate
amount equal to the principal amount of the LIBOR Advance to be made by the
Creditor for such Interest Period and for a period equal to such Interest
Period.

     "LIBOR Rate" means for any Interest Period therefor, the LIBOR Base Rate
for such Advance for such Interest Period divided by 1 minus the Reserve
Requirement for such Advance for such Interest Period.

     "Licenses" means collectively all those licenses and concessions permitting
the Company and the Foreign 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 communications, and personal
communication services together with any amendments or changes to each such
license that expand the authority of the Company and the Foreign Affiliates
thereunder.

     "Lien" means, with respect to any Person, any security interest, lien,
pledge, mortgage, deed of this charge or encumbrance (including 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 each of the following cities in Brazil: Sao
Paulo, Rio de Janeiro and other market areas in Brazil in which the Company
intends to build out its System and Telecommunications Business.

     "Majority-Owned Foreign Affiliate" means each and any of Nextel S.A.,
Nextel Ltda., AirFone Holdings, and any other Foreign Affiliate in which Nextel
International or the Company directly or indirectly through one or more
intermediaries beneficially owns more than 50.0% of the voting stock or equity
interest, as the case may be.

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

     "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 the
construction, completion and operation of the System in the case of the
Company), (ii) such Person's ability to perform its obligations under the

                                      -12-
   19
Operative Documents to which such Person is a party, (iii) the security
interests granted by such Person under the Security Documents, (iv) the System
or (v) such Person's Licenses or Governmental Approvals.

          (a) With respect to any of the Company, Nextel International and any
     of the Foreign Affiliates, Material Adverse Effect shall mean a material
     adverse effect set forth in clauses (i) through (v) above. When the term
     Material Adverse Effect is applied to the Company and the Foreign
     Affiliates, it shall be deemed to apply to the Company and the Foreign
     Affiliates taken as a whole (or, after consummation of the Proposed
     Consolidation in accordance with this Agreement, the Consolidated Entity,
     the Company and any surviving Foreign Affiliates taken as a whole).

          (b) With respect to any Stockholder Guarantor other than Nextel
     International, Material Adverse Effect shall mean a material adverse effect
     set forth in clauses (i), (ii) and (iii) above, unless, with respect to
     clause (ii) above in respect of a failure to perform under its Stockholder
     Guaranty (the "Defaulting Stockholder Guarantor"), (x) within five (5)
     Business Days after notice of such Material Adverse Effect, Nextel
     International or any other Stockholder Guarantor shall have assumed the
     liability of such Defaulting Stockholder Guarantor under its Stockholder
     Guaranty, and (y) there shall be no adverse effect on the stock or quotas
     pledged by such Defaulting Stockholder Guarantor.

     "Materials of Environmental Concern" means chemicals, pollutants,
polychlorinated biphenyls, contaminated wastes, toxic or hazardous substances,
asbestos, petroleum and petroleum products.

     "Maturity Date" means December 31, 2003; provided that if such date is not
a Business Day, then the Maturity Date shall be the next succeeding Business
Day.

     "Maximum Advance Amount" means an amount equal to (x) the Original
Commitment minus (y) the aggregate principal amount of all Advances made to the
date of determination, including without limitation Advances that have been
prepaid.

     "MEFA" means the Master Equipment Financing Agreement, dated as of February
4, 1999, by and between Nextel International, the lenders party thereto, and
Motorola Credit Corporation, as administrative agent and collateral agent, as
heretofore or hereafter amended, supplemented or otherwise modified.

     "MIDC" means Motorola International Development Corporation, a Delaware
corporation.

     "Ministry of Communications" means the Brazilian Ministry of Communications
and its successors.

                                      -13-
   20
     "Motorola do Brasil" means Motorola do Brasil Ltda., a Brazilian limited
liability company.

     "Motorola do Brasil Guaranty" has the meaning ascribed to such term in
Section 5.01 hereof.

     "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 Subsidiaries and their successors and assigns.

     "MSO Site" means the site described on Schedule 1.01(a) hereof, formerly
leased at the time of the Original Closing and now owned by the Company.

     "Net Worth" means, with respect to any Person, the net worth of such Person
as determined in accordance with GAAP.

     "Nextel" means Nextel Communications, Inc., a Delaware corporation.

     "Nextel International" means Nextel International, Inc., a Washington
corporation.

     "Nextel International Guaranty" has the meaning ascribed to such term in
Section 5.01 hereof.

     "Nextel Ltda." means Nextel Telecomunicacoes Ltda., a Brazilian limited
liability company (formerly known as Air Fone Comercio e Servicos de Radiofonia
Movel Ltda.) and the survivor of mergers in July 1999 with (i) Via Radio
Administracao e Participacoes Ltda., a Brazilian limited liability company, (ii)
Via Radio-1 Telecomunicacoes Ltda., a Brazilian limited liability company, (iii)
MCS Radio Telefonia Ltda., a Brazilian limited liability company, (iv) SOW
Comercio e Servicos de Telefonia Movel Ltda., a Brazilian limited liability
company, (v) Radio Telecomunicacoes do Brasil Ltda., a Brazilian limited
liability company, and (vi) ATG Telecomunicacoes e Comercio Ltda., a Brazilian
limited liability company.

     "Nextel Ltda. Receipt Account" has the meaning ascribed to such term in the
Nextel Ltda. Security Deposit Agreement.

     "Nextel Ltda. Security Deposit Agreement" has the meaning ascribed to such
term in subsection 6.01(f) hereof.

     "Nextel S.A." has the meaning ascribed to such term in the second preamble
hereof.

     "Nextel S.A. Intercompany Services Agreement" has the meaning ascribed to
such term in Section 7.10(d) hereof.

     "Nextel S.A. Promise to Pledge Quotas" has the meaning ascribed to such
term in subsection 6.01(g) hereof.

                                      -14-
   21
     "Nextel S.A. Shareholders Agreement" means the AirLink S.A. Shareholders
Agreement, dated as of September 26, 1997, by and among the Company, Motorola do
Brasil and Nextel S.A.

     "Obligations" means collectively, all of the Indebtedness, liabilities and
obligations of the Company to the Creditor, whether now existing or hereafter
arising, whether or not currently contemplated, including without limitation
those arising under the Credit Documents.

     "Operations and Maintenance Costs" means, for any period, the sum of the
following expenses incurred during such period (without duplication), calculated
in accordance with GAAP: (a) ordinary costs incurred in connection with the
ongoing operation and maintenance of the System in accordance with the Approved
Business Plan, (b) reasonable expenses of administering and operating the System
and of maintaining it in good repair and operating condition, (c) insurance
costs, (d) reasonable costs and fees incurred in connection with obtaining and
maintaining in effect the Governmental Approvals and Licenses, (e) legal,
accounting, marketing and other professional fees incurred in connection with
any of the foregoing items, and (f) scheduled major maintenance; provided that
such expenses do not include depreciation or any items properly chargeable by
GAAP to fixed capital accounts or any taxes.

     "Operative Documents" means, collectively, the Credit Documents and the
System Documents.

     "OPIC" means Overseas Private Investment Corporation, an agency of the
United States government.

     "OPIC Policy" means the OPIC Contract of Insurance No. E926.

     "Option Agreements" mean collectively those Option Agreements referred to
on Schedule 7.10 hereto.

     "Option Companies" means Telecomunicacoes Brastel S/C Ltda., Telemobile
Telecomunicacoes Ltda. and Promobile Telecomunicacoes Ltda., each of which is a
limited liability company organized under the laws of Brazil.

     "Options" means the options granted to Nextel Ltda. in respect of the
quotas of each of the Option Companies pursuant to the Option Agreements.

     "Original Closing Date" means October 31, 1997.

     "Original Commitment" has the meaning set forth in the fourth preamble.

     "Original EFA" has the meaning ascribed to such term in the fourth preamble
hereof.

     "Payment Date" means each Semi Annual Date in each year commencing with the
June 30, 2000 Semi Annual Date.

                                      -15-
   22
     "PBGC" means the Pension Benefit Guaranty Corporation or its successor.

     "Permitted Indebtedness" means, collectively, (a) the Obligations, (b)
trade accounts payable and other similar Indebtedness of the Company and the
Foreign Affiliates incurred in the ordinary course of business (including,
without limitation, handsets or mobile units purchased in the ordinary course of
business) which are not due 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 Motorola
Entity); provided that in addition to the foregoing, there shall be permitted to
be outstanding at any one time trade accounts payable and other similar
Indebtedness of the Company and the Foreign Affiliates incurred in the ordinary
course of business which are due later than 120 days after invoice but no later
than 180 days after invoice (not to exceed the difference between $10,000,000
and the amount of "Permitted Indebtedness" under and as defined in the MEFA
above $10,000,000 that has been utilized under clause (b) of the definition
thereof), (c) obligations under long-term real property leases of the Company
and the Foreign Affiliates in respect of the cell sites, switch sites, retail
space and office space incurred in the ordinary course of business, (d)
short-term lease obligations of the Company and the Foreign Affiliates in an
amount per annum not exceeding $250,000 in the aggregate, (e) Indebtedness of
the Company and the Foreign Affiliates to be used for working capital purposes
and not exceeding $7,000,000 in the aggregate which may be secured by the
Collateral on a pari passu basis on terms and conditions reasonably satisfactory
to the Creditor, (f) Indebtedness of the Company and the Foreign Affiliates not
exceeding $50,000,000 in the aggregate which may be secured by the Collateral on
a pari passu basis on terms and conditions reasonably satisfactory to the
Creditor, (g) Indebtedness of Nextel S.A. to Motorola do Brasil relating to
loans made by Motorola do Brasil as the minority shareholder in Nextel S.A.
pursuant to subsection 5.2(e) of the Nextel S.A. Shareholders Agreement, (h)
Indebtedness of the Company to Nextel International incurred in order to fund
prepayment obligations as described in subsection 2.05(e) hereof, (i)
Indebtedness of the Company to Motorola Credit Corporation, a Delaware
corporation, under the Bridge Line, (j) handset purchase financing from a
financial institution in an amount not to exceed $60,000,000 in the aggregate,
(k) Indebtedness under Hedge Agreements; provided that such Hedge Agreements (I)
are designed solely to protect the Company 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 (l) unsecured
subordinated indebtedness of the Company owing to Nextel International, having
no principal payments, cash interest payments or fee payments permitted or
scheduled prior to the repayment in full of the Obligations and in amounts and
on other terms (including, without limitation, payment and remedies
subordination terms) acceptable to the Creditor.

     "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 Standard & Poor's Corporation (or an equivalent rating by another
     recognized

                                      -16-
   23
     credit rating agency of similar standing if such corporation 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 A-1 or better by Standard & Poor's
     Corporation (or an equivalent rating by another recognized credit rating
     agency of similar standing if such corporation 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 Standard & Poor's
     Corporation (or an equivalent rating by another recognized credit rating
     agency of similar standing if such corporation 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 or
     Brazil banks having total assets in excess of $1,000,000,000 (or such
     amount of local currency as is equivalent in $1,000,000,000 at all times
     using the rate of exchange in effect from time to time on legal and
     customarily used foreign exchange markets in Brazil).

     "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 8.01 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) 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 Creditor 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 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

                                      -17-
   24
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
October 31, 1997, and the cost of which, individually or in the aggregate, does
not exceed $100,000) by the Company or any Foreign 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), and (g) with respect to Collateral located in the United States,
rights reserved to or vested in any Governmental Authority as of October 31,
1997, to condemn, appropriate, control or regulate the System or any portion
thereof. 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 the Creditor.

     "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: (i)
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 (ii) 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.

     "Political Risk Insurance" means insurance insuring against the non-payment
of the Obligations and arising out of the events or circumstances set forth in
the OPIC Policy and the AIG Policy.

     "Post-Default Rate" means (i) 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: (x) 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 (y)
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 Advances 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 (ii) in respect of other
amounts payable by the Company 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

                                      -18-
   25
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.

     "Prime Advances" means any of the 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 to take effect on the beginning of the day of such
change in the Prime Rate.

     "Proposed Consolidation" means the consolidation of the Foreign Affiliates
with the Consolidated Entity surviving such consolidation.

     "Quarterly Paid-in Capital Contribution" shall mean, for any quarter, the
net increase in cumulative Adjusted Paid-in Capital from the beginning of such
quarter to the end of such quarter, as determined in accordance with the
calculation of "Ending Cumulative Paid In Capital -- Actual" as set forth on
Schedule 1.01(c) hereto.

     "Recurring Revenues" means total gross revenues earned by the Company and
the Foreign Affiliates 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 Company and the Foreign Affiliates).
Recurring Revenues shall not include equipment sales or leases of iDEN or other
subscriber units.

     "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
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.

     "Remaining Commitment" means the aggregate unpaid principal amount, plus
accrued and unpaid interest in respect thereof, of all outstanding Bridge Line
Advances as of the Drawdown Date; provided in no event shall the Remaining
Commitment exceed the Maximum Advance Amount.

     "Request for Financing" means a request described in subsection 2.02(a)
hereof substantially in the form of Exhibit B hereto, duly completed and
executed by the Company.

                                      -19-
   26
     "Reserve Requirement" means for any LIBOR Advances for any semi annual
period (or, as the case may be, shorter period) as to which interest is payable
hereunder, the average rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
period by the Creditor or its assignees against "Eurocurrency liabilities" (as
such term in used in Regulation D).

     "Restricted Assets" means those assets listed on Schedule 1.02 hereto.

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

     "Security Documents" means individually and collectively the Company
Security Agreement, the Company Security Deposit Agreement, the Company Quota
Pledge Agreement, the Company Share Pledge Agreements, the Company Promise to
Pledge Quotas (and power of attorney related thereto), the Company Quota Voting
Agreement, the Company Share Voting Agreement, the Foreign Affiliate Security
Agreements, the Nextel S.A. Promise to Pledge Quotas, the Nextel Ltda. Security
Deposit Agreement, the Lease Assignment Agreements, the Foreign Affiliate Pledge
Agreements, the Foreign Affiliate Assignment of Rights and Obligations, the
Foreign Affiliate Trademark Assignment Agreements, Foreign Affiliate Voting
Agreements, the Stockholder Guarantor Pledge Agreements, the Telcom Pledge
Agreement, the Consents to Assignment and any financing statements,
registrations or similar documents filed or recorded in connection with the
foregoing.

     "Semi Annual Dates" means June 30 and December 31.

     "Shareholders Agreement" means the Shareholders Agreement dated as of
January 29, 1997, by and among the Company, Nextel International and the Telcom
Entities.

     "Stockholder Guarantor Pledge Agreement(s)" has the meaning ascribed to
such term in subsection 6.01(b)(i) hereof.

     "Stockholder Guarantors" means Nextel International, MIDC (on behalf of
Motorola do Brasil) and each other Acceptable Guarantor executing and delivering
a Stockholder Guaranty.

     "Stockholder Guaranty(ies)" has the meaning ascribed to such term in
Section 5.01 hereof.

     "Subscriber" means, as at any date, the aggregate number of units employing
iDEN based digital enhanced specialized mobile radio technology, subscribing to,
and paying for, communications services provided by the Company or the Foreign
Affiliates in connection with the System, excluding any such unit to the extent
the accounts receivable generated by operation of such unit are more than ninety
(90) days past due as of such date.

     "Subsidiary" means (a) a company of which for the time being (i) any Person
controls the composition of the Board of Directors or the appointment of the
delegate managers or is the

                                      -20-
   27
managing quotaholder; or (ii) such Person holds more than 50% in par value of
the issued and outstanding capital stock or quotas, or (b) a company which is a
subsidiary of any company which is a subsidiary of such Person.

     "System" means the wireless communications system to be constructed and
operated in Brazil by Nextel International or its Affiliates utilizing the iDEN
based digital enhanced specialized mobile radio technology.

     "System Documents" means the (i) iDEN Equipment and Services Agreements,
(ii) the Management Agreements, (iii) the Leases, (iv) the Conditional Sale
Agreements, (v) the Option Agreements, and (vi) any Additional System Document.

     "System Party" means the Company, the Foreign Affiliates and each other
party to any System Document.

     "System Revenues" means all income and receipts derived from the ownership
or operation of the System and the Telecommunications Business, including
without limitation proceeds of any business interruption insurance, income
derived from the operation of the System and the Telecommunications Business,
all as determined in conformity with cash accounting principles and the
investment income on the U.S. Accounts and the Nextel Ltda. Receipt Account.

     "Target Subscribers" means, as of any quarter end date, the "Target
Subscribers" set forth opposite such quarter end date on Schedule 1.01(d)
hereto.

     "Taxes" means, with respect to the Creditor, 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 Brazil 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, but
excluding taxes on the overall net income of the Creditor (other than taxes on
interest payments or all other payments to be made in pursuance to the Credit
Documents).

     "Telcom" means Telcom Ventures, L.L.C.

     "Telcom Entities" mean collectively (i) South Beach Ventures, Inc., (ii)
Rajendra Singh, (iii) Neera Singh, (iv) The Hersh Raj Singh Education Trust, (v)
The Samir Raj Singh Education Trust, (vi) Ramesh Mehta, and (vii) Vandana
Tandon.

     "Telcom Pledge Agreement" has the meaning ascribed to such term in
subsection 6.01(c)(i) hereof.

     "Telecommunications Business" means the operation of analog SMR, radio
paging, mobile communications, personal communications services and related
wireless services, including data access and transmission, internet access and
services, and long-distance backhaul, which (i) materially utilize as a
necessary and central component thereof the iDEN based digital

                                      -21-
   28
enhanced specialized mobile radio technology in Brazil in which the Company or
any Foreign Affiliate is engaged and (ii) comprise an enhancement to such iDEN
based digital enhanced specialized mobile radio technology.

     "Trademark License Agreement" means the Trademark License Agreement, dated
October 31, 1997, between Motorola, Inc. and Nextel S.A. (formerly known as
AirLink S.A.).

     "U.S. Accounts" means the U.S. Receipt Account and the U.S. Debt Service
Account.

     "U.S. Debt Service Account" has the meaning ascribed to such term in the
Company Security Deposit Agreement.

     "U.S. Receipt Account" has the meaning ascribed to such term in the Company
Security Deposit Agreement.

     "Vendor" has the meaning ascribed to such term in the first preamble
hereof.

     "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote in the
election of the corporate directors (or Persons performing-similar functions).

     "Wireless" means the Company as in existence prior to January 29, 1997.


     Section 1.02. 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 1.03. 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 generally accepted accounting
principles in effect in the United States (including 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.

                                      -22-
   29
SECTION 2. ADVANCES

     Section 2.01. The Remaining Commitment.

     (a) The Creditor agrees, upon the terms and subject to the conditions
hereinafter set forth, to make credit available in Dollars to the Company on the
Drawdown Date in an aggregate principal equal to the Remaining Commitment (such
advance being referred to as the "Final Advance" and, together with any other
advances heretofore made by the Creditor to the Company under the Original EFA
(any such advance being referred to as an "Advance"), the "Advances"). The
Creditor represents, warrants and covenants that no part of the funds to be used
by it to make the Final Advance or hold the Advances 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) The Company shall avail itself of the Remaining Commitment in one
drawdown on the Drawdown Date.

     (c) The Final Advance shall be either a Prime Advance or a LIBOR Advance
(each being a "type" of Advance as the Company shall specify in the applicable
Request for Financing).


     Section 2.02. Procedure for Borrowing Final Advance.

     (a) The Company shall deliver to the Creditor at the address listed in
Section 12.07 hereof, at least three (3) Business Days prior to the Final
Advance, a Request for Financing for each Advance which shall specify (i) the
type of the Final Advance (LIBOR Advance or Prime Advance and in the case of a
Prime Advance whether such Prime Advance will be converted to a LIBOR Advance on
the next Semi Annual Date), and (ii) the recipient of such Advance. The
foregoing Request for Financing, once delivered to the Creditor, shall be
irrevocable and shall commit the Company to receive the amount to be advanced by
the Creditor pursuant to the immediately preceding sentence on the date
specified therein.

     (b) Not later than 2:00 p.m., New York City time on the Drawdown Date, but
subject to the terms and conditions hereof and to the fulfillment of all
applicable conditions set forth in subsection 2.02(a), Section 2.03 and Section
10 hereof, the Creditor shall make the Final Advance, and the proceeds thereof
shall be used by the Company to satisfy the aggregate unpaid principal amount,
plus accrued and unpaid interest in respect thereof, of all outstanding Bridge
Line Advances. The Company authorizes and directs the Creditor to, without any
further action or instruction (other than as set forth in the Request for
Financing), disburse the proceeds of such Advance directly to the Creditor as
specified in the Request for Financing. The Company acknowledges that
disbursement of funds to a Person other than the Company in accordance with the
Request for Financing pursuant to the immediately preceding sentence shall be
deemed receipt by the Company of the proceeds of the Final Advance made
hereunder.

     Section 2.03. Financing Note. The Advances made by the Creditor hereunder
shall be evidenced by and be payable by the Company in accordance with the terms
of a single financing note of the Company substantially in the form of Exhibit C
hereto (the "Financing Note"), dated the Initial Funding Date, and be payable to
the order of the Creditor in a principal amount equal to the $125,000,000;
subject, however, to the provisions of the Financing Note to the effect that

                                      -23-
   30
the principal amount payable thereunder at any time shall not exceed the then
unpaid principal amount of the Advances. The Company hereby irrevocably
authorizes the Creditor to make or cause to be made, at or after the time of
each Advance, an appropriate notation on the records of the Creditor, including
the Financing Note, reflecting the principal amount of such Advance, and the
Creditor shall make or cause to be made, at or after the time of receipt of
payment of any principal of any Advance, an appropriate notation on its records
and such Financing Note reflecting such payment and the Creditor will, prior to
any transfer of the Financing Note, endorse on the reverse side thereof the
outstanding principal amount of the Advances evidenced thereby. Failure to make
any such notation shall not affect the Company's obligations in respect of such
Advances.


     Section 2.04. Repayment of Principal of Advances.

     (a) The Company shall pay to the Creditor the principal of the Advances
made by the Creditor outstanding at the close of business on the Commitment
Termination Date 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 principal amount of such Advances), with the
amount of the installment paid on each Payment Date to be equal to the
respective percentages of the principal of such Advances outstanding at the
close of business on the Commitment Termination Date as set forth below:



                                                  Percentage of Original
                                                       Principal of
                   Payment Date           Advance Payable on such Payment Date
                   ------------           ------------------------------------
                                       
                  June 30, 2000                           10%
                December 31, 2000                         10%
                  June 30, 2001                           10%
                December 31, 2001                         10%
                  June 30, 2002                           15%
                December 31, 2002                         15%
                  June 30, 2003                           15%
                December 31, 2003                         15%



     (b) The Advances shall be repaid as and when necessary to cause the
aggregate principal amount of the Advances outstanding not to exceed the Maximum
Advance Amount and as required by subsection 2.05(a) hereof.


     Section 2.05. Prepayments.

     (a) Mandatory Prepayment. The Company shall prepay Advances on the dates
and in the principal amounts described below together with all accrued interest
on such principal prepaid to date of prepayment:

          (i) not later than the date 120 days (or 150 days, in the event that
     (x) the Foreign Resident Account of the Company is no longer permitted
     under applicable law or (y) the use of such Foreign Resident Account would
     result in a

                                      -24-
   31
     significant cost to the Company and in each case the Brazilian Central Bank
     approval for such prepayment is pending, so long as the Company is using
     reasonable efforts to obtain such approval), after the end of each fiscal
     year of the Company (commencing with the fiscal year ending on December 31,
     1998), the Company shall prepay Advances in an aggregate amount equal to
     50% of Excess Cash Flow for such fiscal year from amounts contained in the
     U.S. Receipt Account; and

          (ii) on the dates and the amounts specified in subsection 2.06(b) and
     Sections 2.09 or 2.10 hereof if the Company shall be required to prepay the
     Advances pursuant to such Sections.

     (b) Optional Prepayment. The Company may prepay Advances, in whole or in
part, in integral multiples of $100,000 upon not less than thirty (30) days
prior written notice to the Creditor of the principal amount to be prepaid and
the date of such prepayment. On the date specified for prepayment the Company
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 2.05(c) hereof shall be simultaneously
satisfied, LIBOR Advances may be only repaid on the last day of the Interest
Period for such LIBOR Advance. A notice of prepayment once received shall be
irrevocable and binding on the Company.

     (c) Broken Funding Indemnification. The Company shall pay to the Creditor
such amount or amounts as shall compensate the Creditor for any loss, cost or
expense incurred by the Creditor (as reasonably determined and documented by the
Creditor) as a result of:

          (i) any 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 Company to borrow a LIBOR Advance on the
     Drawdown Date specified in the relevant Request for Financing under Section
     2.02 hereof, such compensation to include, without limitation, an amount
     equal to: (x) any loss or expense suffered by the Creditor during the
     period from such failure to borrow to the last day of such Interest Period
     if the rate of interest obtainable by the Creditor 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 or
     (y) any loss or expense suffered by the Creditor in liquidating LIBOR
     deposits to maturity.

     The Company shall pay any amount due hereunder no later than seven (7) days
after receipt of an invoice therefor from the Creditor.

     (d) Effect of Prepayment. All Advances prepaid, whether by mandatory or
optional prepayment, may not be reborrowed.

     (e) Certain Reimbursements In Respect of Prepayments. Without affecting the
obligations of the Company set forth above, the Creditor acknowledges that (i)
the primary source of funds for the prepayments described above will be revenue
generated in Brazil by the

                                      -25-
   32
operations of the Foreign Affiliates and that the Company expects to make any
required prepayments from corresponding prepayment amounts which Nextel S.A. is
obligated to make to the Company under the Conditional Sale Agreements, and (ii)
the transferring of the amounts for such prepayments under the Conditional Sale
Agreements will be subject to the approval of the Central Bank in Brazil. In the
event that (i) (x) the Company is prohibited by applicable law from maintaining
a Foreign Resident Account or (y) the use of such Foreign Resident Account would
result in a significant cost to the Company, and (ii) the approval of the
Central Bank is not obtained within the applicable periods provided for above
(notwithstanding the reasonable efforts of the Company and Nextel S.A. to obtain
such approval), Nextel International may make an intercompany loan to the
Company in the amount of such prepayment no later than 151 days after the end of
such fiscal year. Simultaneously with the receipt of such intercompany loan, the
Company shall use the proceeds thereof to make the prepayment required pursuant
to this Section 2.05. After making such prepayment and so long as no Default
shall have occurred and is continuing under this Agreement, then such
intercompany loan may be repaid directly or indirectly to Nextel International
by the Company or Nextel S.A. pursuant to the terms of the Company Security
Deposit Agreement and the Nextel Ltda. Security Deposit Agreement.


     Section 2.06. Interest.

     (a) The Company shall pay to the Creditor interest on the outstanding
principal amount of each of the Advances made by the Creditor, for the period
commencing on the date of such Advance 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 of the Advances 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
Creditor.

     (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, the Creditor 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 1.01 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 the Creditor of making or maintaining such
     LIBOR Advance for such period,

                                      -26-
   33
then the Creditor shall give the Company prompt notice thereof (and shall
thereafter give the Company prompt notice of the cessation, if any, of such
condition), and so long as such condition remains in effect, the Creditor shall
be under no obligation to make LIBOR Advances or to convert Prime Advances into
LIBOR Advances pursuant to subsection 2.02(a) hereof and the Company 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 Section 2.05
hereof or convert such LIBOR Advances in Prime Advances.

     (c) Without prejudice to the provisions of Section 11.02 hereof, in the
event of default by the Company in payment of any principal amount of the
Advances or interest thereon when due (whether at the stated maturity, by
acceleration or otherwise), the Company shall pay to the Creditor 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. In addition, the Company shall indemnify the Creditor against any loss or
expense which it may sustain or incur as a direct consequence of the default by
the Company in payment of any principal amount of the Advances or interest
thereon. Each determination of any loss or expense by the Creditor under this
paragraph (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 360 days and actual days elapsed
(including the first day but excluding the last) occurring in the period for
which payable.


     Section 2.07. Payments.

     (a) Except as otherwise provided herein, all payments whatsoever by the
Company to the Creditor hereunder or under the Financing Note shall be made in
Dollars in same-day funds to the order of Motorola, Inc. at Harris Bank,
Chicago, Illinois, USA, ABA# 071-000-288, for the account of Motorola Credit
Corporation, Account # 350-9551 (or such other place as the Creditor shall have
designated in writing to the Company at least five (5) Business Days prior to
the scheduled payment date), not later than 2:00 p.m. New York time, on the day
on which such payment shall become due. Any amounts received after such time on
any date may, in the discretion of the Creditor, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon.

     (b) If any payment hereunder or under the 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 2.08. Use of Proceeds. The Company agrees that the proceeds of the
Final Advance shall be used by the Company solely to satisfy the aggregate
unpaid principal amount, plus accrued and unpaid interest in respect thereof, of
all outstanding Bridge Line Advances as of the Drawdown Date. The Company
represents and warrants that the proceeds of all other Advances were used by the
Company solely to finance the purchase of equipment and services

                                      -27-
   34
acquired pursuant to the iDEN Equipment and Service Agreements (including down
payments, milestone payments and other payments due under the iDEN Equipment and
Service Agreements) to be used in connection with the System excluding import
taxes and/or duties related thereto, to purchase equipment and services promptly
sold to Nextel S.A. pursuant to the Conditional Sale Agreements solely for use
in Brazil, or to repay Indebtedness owing under the Bridge Line. The proceeds of
the Final Advance shall be paid by the Creditor directly to Motorola Credit
Corporation.

     Section 2.09. Change in Law. If any change in applicable law or regulation
or in the interpretation thereof by any Governmental Authority charged with the
administration thereof has made (or has made it apparent that it is) unlawful
for any Credit Party to perform any of obligations under any of the Credit
Documents and such change could reasonably be expected to have a Material
Adverse Effect then (i) the Creditor shall be discharged from all obligation to
make, renew or maintain the Advances, and (ii) the Company shall on demand pay
to the Creditor without premium or penalty the outstanding principal amount of
the Advances together with accrued interest thereon and all other moneys due to
the Creditor hereunder; provided that for so long as the Company is 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 Creditor shall
not be so discharged and the Company shall not be required to so pay upon
demand.

     Section 2.10. Illegality. If any change in applicable law or regulation or
in the interpretation thereof by any Governmental Authority charged with the
administration thereof has made (or has made it apparent that it is) unlawful
for the Creditor to perform its obligations hereunder, then (i) the Creditor
shall be discharged from all obligations to make, renew or maintain the Advances
and (ii) Company agrees to pay on demand to the Creditor without premium or
penalty the outstanding principal amount of the Advances together with accrued
interest thereon and all other moneys due to the Creditor hereunder.
Notwithstanding the foregoing, the Creditor will use reasonable endeavors to
assist in any restructuring necessitated by this Section 2.10; provided,
however, that the Creditor shall be under no obligation to take any act on the
effect or likely effect of which, in the opinion of the Creditor could
reasonably be expected to have an adverse effect upon the Creditor; provided,
further, that the Company shall reimburse the Creditor on demand for all
expenses (including attorneys' fees) incurred by the Creditor in assisting in
any such restructuring.


SECTION 3. FUNDING AND PROTECTION

     Section 3.01. Taxes, Duties, Fees and Charges.

     (a) All payments due to the Creditor under any of the Credit Documents,
whether of principal, interest, penalties, fees or otherwise, including payments
made under this subsection 3.01(a), shall be made without set-off, withholding
or counterclaim, and free and clear and without any deduction or withholding on
account of any Taxes, all of which shall be for the account of the Company and
paid by it directly to the relevant taxing or other authority when due. If the
Company shall be required by law to make any deduction or withholding in respect
of Taxes from any payment hereunder, including payments made under this
subsection 3.01(a), the sum payable shall be increased to such sum as will
result in the receipt by the Creditor after

                                      -28-
   35
such deduction or withholding, of the amount that would have been received if
such deduction or withholding had not been required.

     (b) The Company agrees to pay any Taxes imposed on or with regard to the
execution, formalization, registration, recordation or perfection of any of the
Operative Documents or any other documentation contemplated hereunder or
delivered pursuant hereto.

     (c) The Company shall deliver to the Creditor within thirty days after the
payment thereof copies of the receipts evidencing payment of any withholding
taxes to any Governmental Authority.


     Section 3.02. 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 of maintaining
any reserves or special deposits against the Remaining Commitment or the LIBOR
Advances or (ii) any other cost of complying with any law, regulation or
condition with respect to the Remaining Commitment or the LIBOR Advances, and
the result of any of the foregoing is or will be to increase the cost to the
Creditor of making or maintaining the Remaining Commitment or the LIBOR Advances
or to reduce the amount of any payment (whether of principal, interest or
otherwise) receivable by the Creditor hereunder, then upon receipt of a request
from the Creditor the Company shall pay or reimburse to the Creditor such amount
as will compensate the Creditor for such additional cost or reduction of
payment; provided that the Company shall only be liable for such costs
applicable to LIBOR Advances then outstanding. Amounts payable hereunder shall
be due seven (7) days after invoice therefor.

     (b) The protection of subsection 3.02(a) hereof shall apply to voluntary
compliance by the Creditor with restraints, guidelines or policies not having
the force of law and shall apply if the Creditor shall comply with any law,
regulation or condition irrespective of any possible contention of invalidity or
non-applicability thereof.

     (c) The Creditor will promptly (but in no event later than twenty (20) days
after actual knowledge of the occurrence of the event described in subsection
3.02(a) hereof) inform the Company by facsimile of its intention to claim
indemnification under this Section 3.02. The facsimile statement of the Creditor
as to the amount sufficient to indemnify the Creditor against any increased
cost, reduction or payment incurred, suffered or made by the Creditor, supported
by the computations made by the Creditor in arriving at such figure, shall, in
the absence of manifest error, be conclusive as to the amount thereof and
binding on Company.

     A claim made under this Section 3.02 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;
provided, that the Company shall in no event be liable for any payment under
this Section 3.02 with respect to more than one Interest Period for each claim
made under this Section 3.02. An increased cost shall be an increased cost for
the purpose of subsection 3.02(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.

                                      -29-
   36
     (d) In the event of any such change or request as is contemplated by
subsection 3.02(a) hereof the Creditor will use reasonable endeavors to mitigate
the effect or likely effect of such change or request by transferring the LIBOR
Advances to another jurisdiction or otherwise; provided, however, that the
Creditor 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 Creditor, such
transfer or other action could reasonably be expected to have an adverse effect
upon the Creditor, whether as a result of taxes, credit policies, political
considerations or otherwise; provided, further, that the Company shall reimburse
the Creditor on demand for all expenses (including attorney's fees) incurred by
the Creditor in effecting such transfer (if such transfer is requested by the
Company) and the Creditor shall have no obligation to effect any such transfer
unless the Creditor 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 Company. If the Creditor is entitled to reimbursement under this
subsection 3.02(d) for any cost, the Creditor shall deliver to the Company a
statement of the nature and amount of such cost which statement shall constitute
prima facie evidence as to the amount due to the Creditor under this subsection
3.02(d).

     (e) If the Company elects (which election shall be irrevocable) by giving
at least two (2) Business Days prior written notice to the Creditor, the Company
may, without penalty or premium, prepay to the Creditor any outstanding Advances
on any Interest Payment Date applicable to such Advances with respect to which
the Company has received a claim under this Section 3.02 together with accrued
interest thereon and all other sums due to the Creditor (including amounts
accrued or due under this Section 3.02).


SECTION 4. EXPENSES; INDEMNIFICATION; FEES

     Section 4.01. Expenses. The Company agrees to pay, whether or not the Final
Advance is made hereunder, on demand: (a) all reasonable out-of-pocket costs and
expenses of the Creditor 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 of the
System Documents 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 Creditor's expert
consultants; (c) the reasonable fees and disbursements of McDermott, Will &
Emery, United States counsel to the Creditor and of Mattos Filho, Veiga Filho,
Marrey Jr., Moherdaui e Quiroga Advogados, Brazilian counsel to the Creditor,
incurred in connection with such negotiation, preparation, execution and
delivery of the Credit Documents and the review of the System Documents and any
of the other 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 Creditor (including the 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 Operative Documents and not solely requested by the
Creditor; (e) all costs and expenses (including legal fees and disbursements of
counsel) incident to the enforcement, protection or preservation of any right or
claim of the Creditor under any of the Operative Documents; and (f) all
transfer, stamp, documentary or other similar taxes, assessments or charges, if
any, upon any of the System

                                      -30-
   37
Documents and the Credit Documents. Fees shall be deemed reasonable to the
extent they are reviewed and approved by the Creditor.


     Section 4.02. Indemnification.

     (a) Without in any way limiting the applicability of subsection 4.02(b)
hereof, and without regard to whether the Company or any other Person has
disclosed any fact to the Creditor, the Company hereby indemnifies and holds
harmless the Creditor and each of its respective officers, directors, employees,
consultants, advisors and agents (collectively, the "Indemnities") from and
against any and all actions, suits, claims, damages, demands, judgments, losses,
liabilities, costs or expenses whatsoever, including reasonable attorneys' fees,
which any Indemnitee may sustain or incur (or which may be claimed against the
Creditor by any Person or entity whatsoever) to the extent arising by reason of
or in connection with the construction, ownership or operation of the System or
the Telecommunications Business 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 Creditor of any legal remedy in connection with an Event of
Default or arising out of or in connection with the Creditor's entering into
this Agreement or the Security Documents, or enforcing their remedies hereunder
or thereunder; provided that, the Company shall not be required to indemnify the
Creditor for any actions, suits, claims, damages, demands, judgments, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by
the Creditor's willful misconduct or gross negligence, or to the extent caused
by the acts or omissions of the Creditor after taking possession and control of
the System or the Telecommunications Business upon foreclosure. Fees shall be
deemed reasonable to the extent they are reviewed and approved by the Creditor.

     (b) Notwithstanding anything in subsection 4.02(a) hereof to the contrary,
and without regard to whether the Company or any other Person has disclosed any
fact to the Creditor, the Company agrees to indemnify, defend and hold the
Indemnities 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 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 System,
Telecommunications Business, Collateral or 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 4.02 shall in any way diminish any of
the Company's rights or the Vendor's obligations under the iDEN Equipment and
Service Agreements.

                                      -31-
   38
SECTION 5. STOCKHOLDER GUARANTIES AND FOREIGN AFFILIATE GUARANTIES

     Section 5.01. Stockholder Guaranties. The due payment and performance of
the Obligations shall continue to be guaranteed to the Creditor by (i) Nextel
International, severally, for 93.9% of the aggregate Obligations, by the
execution and delivery to the Creditor, simultaneously with the execution and
delivery of this Agreement, by Nextel International of an amended and restated
guaranty in the form of Exhibit D-1 hereto (the "Nextel International
Guaranty"), and (ii) MIDC (on behalf of Motorola do Brasil), severally, for 6.1%
of the aggregate Obligations (as such percentile may be adjusted in accordance
with terms of the Motorola do Brasil Guaranty), by the execution and delivery to
the Creditor by MIDC of an amended and restated Guaranty in the form of Exhibit
D-2 hereto (the "Motorola do Brasil Guaranty" and together with the Nextel
International Guaranty and any other guaranty executed by a Stockholder
Guarantor in favor of the Creditor, hereinafter referred to individually as a
"Stockholder Guaranty"; and collectively, the "Stockholder Guaranties"). Any
Stockholder Guarantor may assign a portion of its obligations under its
Stockholder Guaranty to an Acceptable Guarantor subject to the terms and
conditions of its respective Stockholder Guaranty; provided that in no event may
any such assignment result in Nextel International guaranteeing less than 93.9%
of the Obligations.

     Section 5.02. Foreign Affiliate Guaranties. The due payment and performance
of the Obligations shall continue to be guaranteed to the Creditor by each
Majority-Owned Foreign Affiliate, by the execution and delivery to the Creditor,
prior to or simultaneously with the execution and delivery of this Agreement, by
each Majority-Owned Foreign Affiliate of a guaranty in the form of Exhibit J to
the Original EFA (incorporated herein by reference) (the "Foreign Affiliate
Guaranty"; and collectively the "Foreign Affiliate Guaranties").


SECTION 6. SECURITY

     Section 6.01. Security.

     (a) In order to secure the due payment and performance by the Company of
the 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) The Company shall have:

               (A) Granted to the Creditor a Lien on all of the Company's
          personal properties and assets (excluding Restricted Assets), whether
          now owned or hereafter acquired, tangible and intangible by the
          execution and delivery to the Creditor of a Security Agreement in the
          form of Exhibit K to the Original EFA (incorporated herein by
          reference) (the "Company Security Agreement"), a Security Deposit
          Agreement in the form of Exhibit F hereto (the "Company Security
          Deposit Agreement"), and endorsed the Conditional Sale Notes in favor
          of the Creditor;

                                      -32-
   39
               (B) Granted to the Creditor a Lien on and pledge with the
          Creditor, all of the issued and outstanding quotas or shares, as the
          case may be, of its Subsidiaries (including, without limitation,
          Nextel S.A. and the other Foreign Affiliates) owned by it, by the
          execution and delivery to the Creditor of a Quota Pledge Agreement in
          the form of Exhibit N-1 to the Original EFA (incorporated herein by
          reference) (the "Company Quota Pledge Agreement") and a Voting
          Agreement in the form of Exhibit X-1(a) to the Original EFA
          (incorporated herein by reference) (the "Company Quota Voting
          Agreement") and a Share Pledge Agreement in the form of Exhibit N-2(a)
          and Exhibit N-2(b) to the Original EFA (incorporated herein by
          reference) (the "Company Share Pledge Agreements") and a Voting
          Agreement in the form of Exhibit X-1(b) to the Original EFA
          (incorporated herein by reference) (the "Company Share Voting
          Agreement") and a Company Promise to Pledge Quotas in the form of
          Exhibit N-3 to the Original EFA (incorporated herein by reference)
          (the "Company Promise to Pledge Quotas") and power of attorney related
          thereto and execution and delivery of all related documents necessary
          to give effect thereto; and

               (C) Executed and delivered or cause to be executed and delivered
          such other agreements, instruments and documents as the Creditor may
          reasonably require in order to effect the purposes of the Company
          Security Agreement, the Company Quota Pledge Agreement, the Company
          Promise to Pledge Quotas, the Company Share Pledge Agreements, the
          Company Quota Voting Agreement, the Company Share Voting Agreement,
          the Company Security Deposit Agreement, this subsection 6.01(a) and
          this Agreement including, but not limited to, the Consents to
          Assignment.

     (b) In order to secure the due payment and performance by each Stockholder
Guarantor of all of the Indebtedness, liabilities and obligations of such
Stockholder Guarantor and the Company to the Creditor, whether now existing or
hereafter arising, whether or not currently contemplated, including, without
limitation, those arising under its Stockholder Guaranty and this Agreement,
prior to or simultaneously with the execution and delivery of this Agreement and
as a condition precedent to the effectiveness of this Agreement by the Creditor,
each Stockholder Guarantor (excluding MIDC but including Motorola do Brasil for
the purposes of Section 6.01(b)(i)) shall have:

          (i) Granted to the Creditor a Lien on and pledge with the Creditor,
     all of the issued and outstanding shares of the capital stock of the
     Company and each of the Foreign Affiliates owned by it, by the execution
     and delivery to the Creditor of a Pledge Agreement in the form of Exhibit O
     to the Original EFA (incorporated herein by reference) and the execution
     and delivery of all related documents necessary to give effect thereto
     (each a "Stockholder Guarantor Pledge Agreement"); and

                                      -33-
   40
          (ii) Executed and delivered, or cause to be executed and delivered,
     such other agreements, instruments and documents as the Creditor may
     reasonably require in order to effect the purposes of the Stockholder
     Guaranties, the Stockholder Guarantor Pledge Agreement, this subsection
     6.01(b) and this Agreement.

     (c) In order to secure the due payment and performance of all of the
Indebtedness, liabilities and obligations of the Company to the Creditor,
whether now existing or hereafter arising, whether or not currently
contemplated, including, without limitation, those arising under this Agreement,
prior to or simultaneously with the execution and delivery of this Agreement and
as a condition precedent to the effectiveness of this Agreement, each of Telcom
and the Telcom Entities shall have:

          (i) Granted to the Creditor a Lien on and pledge with the Creditor,
     all of the issued and outstanding shares of the capital stock of the
     Company owned by it, by the execution and delivery to the Creditor of a
     Pledge Agreement in the form of Exhibit P to the Original EFA (incorporated
     herein by reference) and the execution and delivery of all related
     documents necessary to give effect thereto (the "Telcom Pledge Agreement");
     and

          (ii) Executed and delivered, or cause to be executed and delivered,
     such other agreements, instruments and documents as the Creditor may
     reasonably require in order to effect the purposes of the Telcom Pledge
     Agreement, this subsection 6.01(c) and this Agreement.

     (d) In order to secure the due payment and performance by each of Nextel
S.A. and Nextel Ltda. of all of the Indebtedness, liabilities and obligations of
such Foreign Affiliate and the Company to the Creditor, whether now existing or
hereafter arising, whether or not currently contemplated, including, without
limitation, those arising under its Foreign Affiliate Guaranty (if any) and this
Equipment Financing Agreement, prior to or simultaneously with the execution and
delivery of this Agreement and as a condition precedent to the effectiveness of
this Agreement, each such Foreign Affiliate shall have:

          (i) Granted to the Creditor a Lien on all of such Foreign Affiliate's
     personal properties and assets (excluding Restricted Assets and Immaterial
     Assets), whether now owned or hereinafter acquired, tangible and
     intangible, by the execution and delivery to the Creditor of a Pledge
     Agreement in the form of Exhibit Q-1 to the Original EFA (incorporated
     herein by reference) (each a "Foreign Affiliate Security Agreement"); and

          (ii) Executed and delivered or caused to be executed and delivered
     such other agreements, instruments and documents as the Creditor may
     reasonably require in order to effect the purposes of the Foreign Affiliate
     Security Agreement, this subsection 6.01(d) and this Agreement including,
     but not limited to, the Consents to Assignment (except in respect of Option
     Companies).

                                      -34-
   41
     (e) In order to secure due payment and performance by each of Nextel S.A.,
Nextel Ltda., and Telemobile Telecomunicacoes Ltda. of all of the Indebtedness,
liabilities and obligations of such Foreign Affiliate and the Company to the
Creditor, whether now existing or hereafter arising, whether or not currently
contemplated, including, without limitation, those arising under its Foreign
Affiliate Guaranty (if any) and the Equipment Financing Agreement, prior to or
simultaneously with the execution and delivery of this Agreement and as a
condition precedent to the effectiveness of this Agreement, each such Foreign
Affiliate shall have:

          (i) Granted to the Creditor a Trademark Assignment Agreement in the
     form of Exhibit R to the Original EFA (incorporated herein by reference)
     (each a "Foreign Affiliate Trademark Assignment Agreement"); and

          (ii) Executed and delivered or caused to be executed and
     delivered such other agreements, instruments and documents as the Creditor
     may reasonably require in order to effect the purposes of the Foreign
     Affiliate Trademark Assignment Agreement, this subsection 6.01(e) and this
     Agreement.

     (f) In order to secure the due payment and performance by Nextel Ltda. and
Nextel S.A. of all of the Indebtedness, liabilities and obligations of such
Foreign Affiliate and the Company to the Creditor, whether now existing or
hereafter arising whether or not currently contemplated, including, without
limitation, those arising under its Foreign Affiliate Guaranty and this
Equipment Financing Agreement, prior to or simultaneously with the execution and
delivery of this Agreement and as a condition precedent to the effectiveness of
this Agreement, each of Nextel Ltda. and Nextel S.A. shall have in addition to
clauses (d) and (e) hereof (as applicable), shall have:

          (i) Granted to the Creditor a Lien on and pledge with the Creditor,
     all of the issued and outstanding quotas of the Foreign Affiliates owned by
     it; by the execution and delivery to the Creditor of a Foreign Affiliate
     Quota Pledge Agreement in the form of Exhibit S-1 to the Original EFA
     (incorporated herein by reference) and the execution and delivery of all
     related documents necessary to give effect thereto (each a "Foreign
     Affiliate Pledge Agreement") and a Voting Agreement in the form of Exhibit
     X-2 to the Original EFA (incorporated herein by reference) (the "Foreign
     Affiliate Voting Agreement") in respect of Nextel Ltda. and Nextel S.A.;
     and

          (ii) Executed and delivered, or cause to be executed and delivered,
     such other agreements, instruments and documents as the Creditor may
     reasonably require in order to effect the purposes of the Foreign Affiliate
     Pledge Agreements, the Foreign Affiliate Voting Agreements, the Butler
     Gorge Promise to Pledge Quotas, this subsection 6.01(f) and this Agreement.

     (g) In order to secure the due payment and performance by Nextel S.A. of
all of the Indebtedness and obligations of Nextel S.A. and the Company to the
Creditor, whether now existing or hereafter arising, whether or not currently
contemplated, including without limitation, those arising under its Foreign
Affiliate Guaranty and this Equipment Financing Agreement, prior to or
simultaneously with the execution and delivery of this Agreement and as a
condition

                                      -35-
   42
precedent to the effectiveness of this Agreement, Nextel S.A. shall have, in
addition to delivering the documents described in clauses (d) and (f) above:

          (i) executed and delivered to the Creditor a Security Deposit
     Agreement in the form of Exhibit G hereto (the "Nextel Ltda. Security
     Deposit Agreement") and an Assignment Agreement of Rights and Obligations
     in respect of the Management Agreement in the form of Exhibit Y-1 to the
     Original EFA (incorporated herein by reference) and an Assignment of Rights
     and Obligations in respect of the Conditional Sale Agreements in the form
     of Exhibit Y-2 to the Original EFA (incorporated herein by reference)
     (collectively, the "Foreign Affiliate Assignment of Rights and
     Obligations") and a Promise to Pledge Quotas in the form of Exhibit S-4 to
     the Original EFA (incorporated herein by reference) (the "Nextel S.A.
     Promise to Pledge Quotas"); and

          (ii) [intentionally deleted]; and

          (iii) executed and delivered, or cause to be executed and delivered,
     such other agreements, instruments and documents as the Creditor may
     reasonably require in order to effect the purpose of the Nextel Ltda.
     Security Deposit Agreement, the Foreign Affiliate Assignment of Rights and
     Obligations, this subsection 6.01(g) and this Agreement.


     SECTION 7. REPRESENTATIONS AND WARRANTIES

     Each of the Company and Nextel International makes the representations
and warranties attributed to it, as a Credit Party, in this Section 7 and each
of the Company and Nextel International makes, on behalf of the Foreign
Affiliates, the representations and warranties attributable to such Foreign
Affiliate, as a Credit Party, 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, Nextel International and each Foreign
Affiliate as to the Company, Nextel International and each Foreign Affiliate
respectively.


     Section 7.01. Organization.

     (a) Each Credit Party is duly organized and validly existing under the laws
of its state or jurisdiction of organization. Schedule 7.01(a) hereto accurately
and completely lists, as to such Credit Party: (i) the state of incorporation or
organization of each such entity, and the type of legal entity that each of them
is, (ii) as to each of them 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, (iii) as to each of them
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, and (iv) the business in which
each of such entities is engaged. All of the foregoing shares or other equity
interests 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 7.01(a) hereto, free and clear of any Lien except those stock options
in favor of the Company referred to on Schedule 7.01(a) hereto, Permitted Liens
and as otherwise provided for herein. Except as set

                                      -36-
   43
forth on Schedule 7.01(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 such
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 7.01(a) hereto, such Credit
Party has no Subsidiaries. The Company has no Subsidiaries other than those
listed on Schedule 1.01(b) hereof and after the Original 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 7.01(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 such Credit Party as now conducted or as proposed to be conducted
requires or will require such 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 7.02. 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.

     (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.


     Section 7.03. Governmental Approvals; Licenses.

     (a) All Governmental Approvals that are necessary under all applicable
Governmental Rules in connection with (a) the due execution, delivery and
performance by each Credit Party of its obligations, and the exercise of its
rights, under the Operative Documents, (b) the construction, completion,
ownership, operation and maintenance of the System 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 on the ability of the Company and the Foreign Affiliates taken as
a whole to achieve the Approved Business Plan with respect to any such Major
Market Area), (c) the Telecommunications Business currently engaged in, and (d)
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 Creditor of its rights and
remedies thereunder are identified on Schedule 7.03(a) hereto (which Schedule
sets 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

                                      -37-
   44
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. All Governmental Approvals identified on Part I of
each of Sections A and B of Schedule 7.03(a) hereto have been duly obtained on
or before the Original 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 7.03(a) are expected to be obtained in due course. There is no
proceeding pending or (to the Company's 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 7.03(a)
hereto, and no such disclosed matter could reasonably be expected to have a
Material Adverse Effect. None of Nextel International, the Company and Nextel
S.A., 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 not accurate or complete in all respects as of the date
submitted and as of the Original Closing Date and true and complete copies of
such Governmental Approvals have been delivered to the Creditor. Except for
those Governmental Approvals set forth on Schedule 7.03(a) hereto and the
Licenses set forth on Schedule 7.03(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
Company of the System 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 on the ability of the Company and the Foreign Affiliates
taken as a whole to achieve the Approved Business Plan with respect to any such
Major Market Area), (ii) the Telecommunications Business currently engaged in,
or (iii) as to such Credit Party and, to the Company's knowledge after due
inquiry, as to Persons affiliated with any Credit Party, with the execution,
delivery, performance, validity or enforceability of this Agreement or any other
Operative Document. Section C of Schedule 7.03(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 Creditor of its rights and remedies all of which will be obtained by the
registration or filing of the Security Documents in the locations indicated on
Schedule 7.03 hereto.

     (b) Schedule 7.03(b) sets forth all Licenses that are necessary for (i) the
ownership, operation or maintenance of the System in the Major Market Areas
(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 on the Company and the Foreign Affiliates taken as a whole to achieve the
Approved Business Plan in the Major Market Areas) as is contemplated by the
Approved Business Plan, and (ii) the Telecommunications Business currently
engaged in. Except to the extent expressly set forth in Schedule 7.03(b) hereof,
each such License is in full force and effect. Those Licenses set forth in Part
II of Schedule 7.03(b) hereof are expected to be obtained in due course. 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

                                      -38-
   45
other action of any local, state or federal authority is required to enable the
Company or any Foreign 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
on the Company and the Foreign Affiliates taken as a whole to achieve the
Approved Business Plan in the Major Market Areas) other than those filings made
and referred to on Schedule 7.03(b) hereto. There is no proceeding pending, or
to the knowledge of the Company 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 Nextel International, the Company and Nextel
S.A., respectively, have any knowledge that the information set forth in each
application submitted by the Company and any Foreign Affiliate in connection
with each such approval, filing, registration or consent is not accurate or
complete in any material respect.


     Section 7.04. 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 as (w) the enforceability of a pledge of
more than 49% of the ownership interest of an entity holding a License may
require the approval of the Ministry of Communications and the Company and
Nextel International have no reason to believe such approval will not be granted
in due course, (x) the enforceability thereof 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 laws 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 (iii) equitable orders of the Bankruptcy Court. 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 7.04 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 set forth violation or contravention thereof individually and in
the aggregate could not reasonably be expected to have a Material Adverse
Effect; (ii) will not, except as is set forth on Schedule 7.04 hereto,
contravene any governmental guideline or policy statement applicable to such
Credit Party but not having the force of law, which set forth violation or
contravention thereof individually and in the aggregate could not 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; (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; (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, and (vi) except for the approvals, consents and registrations
described in subsection 10.01(j) hereof (all those described in clause (i)
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 is needed with
respect thereto) do not require any governmental

                                      -39-
   46
consent, registration or approval. To the extent the representations and
warranties contained in this Section 7.04 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
second sentence of subsection 2.01(a).


     Section 7.05. Financial Statements; Business Plan.


     (a) The consolidated audited balance sheets of Nextel International and its
Subsidiaries and consolidated statements of operations, changes in stockholders'
equity and cash flows of Nextel International and its Subsidiaries each as of
December 31, 1998, and all other information and data heretofore furnished by
the Company, Nextel International or any agent of the Company or Nextel
International on behalf of Nextel International to the Creditor, including the
quarterly (each as at June 30, 1999 and September 30, 1999) consolidated balance
sheets and consolidated statements of operations, changes in stockholders'
equity and cash flows are complete and correct have been prepared in accordance
with GAAP and fairly represent the condition and results of operations of Nextel
International and its Subsidiaries as of such dates or for such periods. Since
December 31, 1998, no event that could reasonably be expected to have a Material
Adverse Effect has occurred. None of Nextel International or any of its
Subsidiaries has contingent obligations, liabilities for taxes or other
outstanding financial obligations which are material either individually or in
the aggregate.

     (b) The consolidated audited balance sheets of the Company and its
Subsidiaries and consolidated statements of operations, stockholders' equity and
cash flows of the Company and the Subsidiaries, each as at December 31, 1998,
and all other information and data heretofore furnished by the Company or any
agent of the Company on behalf of the Company to the Creditor, including the
quarterly (each as at June 30, 1999 and September 30, 1999) consolidated balance
sheets and statements of operations, stockholders' equity and cash flows of the
Company and its Subsidiaries are complete and correct, have been prepared in
accordance with GAAP and fairly represent the condition and results of
operations of the Company and its Subsidiaries as of such dates or for such
periods. Since December 31, 1998, no event that could reasonably be expected to
have a Material Adverse Effect has occurred. None of the Company or any of its
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 7.05 hereto.

     (c) The financial and business projections for the System contained in the
Approved Business Plan submitted to the Creditor were prepared in good faith and
represent the Company's best estimate (as of the date of such Approved Business
Plan) of performance for the forecast period.

     Section 7.06. 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

                                      -40-
   47
with GAAP on the books of such Credit Party or (y) the aggregate amount of such
taxes, duties, fees and assessments is less than $1,000,000 and the non-payment
of which could not reasonably be expected to have a Material Adverse Effect
under such circumstances. There are no tax liens against such Credit Parties or
any of their respective properties. Such Credit Party is not 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 such Credit Party or any of its respective properties.


     Section 7.07. 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 System or the
Telecommunications Business 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
Collateral, the Immaterial Assets and the Restricted Assets 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 Collateral, the Immaterial Assets
or the Restricted Assets is on file in any recording office other than in
connection with the Liens granted under the Security Documents. Each Credit
Party has been granted (or reasonably expects to be granted) and has good
leasehold right or title (or reasonably expects to have a good leasehold right
or title) to all easements, rights-of-way, licenses and other real property
rights reasonably required for access to, and construction or operation of, the
System and the Telecommunications Business, free and clear of any Lien other
than Permitted Liens.


     Section 7.08. Compliance with Laws.

     (a) Each Credit Party complies and has complied in all material respects
with all applicable Governmental Rules, and any 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 second sentence of subsection 2.01(a). Except as
previously disclosed to the Creditor in writing, no such Credit Party has
received any communication of which the Company has not made the Creditor 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 Company's 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, and any non-compliances
cannot, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect. Such Credit Party is not liable for any arrears in
wages, compensation, benefits, premiums, taxes or penalties for failure to
comply with any of the

                                      -41-
   48
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
$1,000,000. To the extent the representations and warranties contained in this
Section 7.08(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 assuming
the truth of the representation, warranty and covenant contained in the second
sentence of subsection 2.01(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 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.

     (e) No Materials of Environmental Concern are presently stored or otherwise
located on, in or under real estate owned or leased by such Credit Party except
in compliance in all material respects with the Environmental Laws, and, no part
of such real estate or adjacent parcels of real estate, including the
groundwater located thereon, is to the knowledge of the Company after due
inquiry, presently contaminated by any Materials of Environmental Concern in any
material respect.

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


     Section 7.09. 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 such Credit Party, together with
any pending applications therefor is listed on Schedule 7.09 hereto.


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

     (a) Except as set forth on Schedule 7.10 hereto, no Credit Party is a party
to or bound by, nor are any of the properties or assets owned by such Credit
Party used in the conduct of its businesses (with respect to Nextel
International only, its Brazilian 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) Such Credit Party is not 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 the

                                      -42-
   49
Management Agreements, Option Agreements and agreements made in the ordinary
course of business and on arm's length, on commercially reasonable or more
advantageous terms; provided, further, that the foregoing representation does
not apply to any transaction entered into by Nextel International with any
Affiliate which is an Arm's-Length Affiliate so long as such transaction could
not reasonably be expected to have a Material Adverse Effect.

     (c) Such Credit Party is not 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, or could reasonably be expected to have a Material Adverse Effect.

     (d) No material purchase or other commitment (other than pursuant to the
Operative Documents, the Management Agreements, the Intercompany Services
Agreement, dated February 1, 1997 (the "Nextel S.A. Intercompany Services
Agreement"), between Nextel S.A. and Nextel International and the Intercompany
Services Agreement, intended to be executed between Nextel S.A. and Nextel
Argentina S.A. in substantially the form of the Nextel S.A. Intercompany
Services Agreement) of such 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.


     Section 7.11. Security Documents. The Security Documents create in favor of
the Creditor 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 first security interests in the real and personal property of the
Credit Parties other than (i) the Restricted Assets, and (ii) the Immaterial
Assets. 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 other than the Restricted Assets and
Immaterial Assets, prior and superior to all other Liens (except for Permitted
Liens) has been created in favor of the Creditor.


     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 Operative Documents or the transactions contemplated thereby
nor is there any reasonable basis for the institution of any such action or
proceeding. There is no proceeding pending, or to the best of the Company's or
Nextel International's knowledge after due inquiry, threatened, which could
rescind, terminate, modify or suspend any License in a Major Market Area which
could reasonably be expected to have a material adverse effect on the ability of
the Company and the Foreign Affiliates to achieve the Approved Business Plan for
such Major Market Area.


     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 (i) the
iDEN Equipment and Service Agreements or any other System Document or (ii) any
other agreement, lease or

                                      -43-
   50
instrument to which any Credit Party is a party or by which it or its properties
or assets may be bound which in the case of clause (h) 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
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


     Section 7.15. Sufficiency of System Documents. The services to be
performed, the materials to be supplied and the property interests, easements
(if any) and other rights granted to the Credit Parties pursuant to the System
Documents or otherwise anticipated to be obtained by the Credit Parties in the
ordinary course of business:

          (i) will comprise all of the property interests necessary to secure
     any such right that is material to the construction, operation and
     maintenance of the System in the Major Market Areas in accordance with all
     Governmental Rules, the Licenses and as contemplated by the Operative
     Documents; and

          (ii) will provide adequate ingress and egress to the real estate
     necessary in connection with the construction and operation of the System
     in the Major Market Areas.

     There are no services, materials or rights required for the construction,
ownership and operation of the System in the Major Market Areas by the Company
and the Foreign Affiliates in accordance with the Operative Documents other than
(A) those granted by, or to be provided to the Credit Parties pursuant to, the
Operative Documents or (B) those that can be reasonably expected to be
commercially available.


     Section 7.16. Delivery of System Documents and Licenses. There has been
delivered to the Creditor by Nextel International a true and complete copy of
each System Document (including all exhibits, schedules and documents referred
to therein or delivered pursuant thereto, if any), each Governmental Approval
granted in favor of the Company and each Foreign Affiliate and each License.
Except as identified in the definition applicable to such System Document, none
of the System Documents have been amended, modified or terminated, and all of
the System Documents are in full force and effect.


     Section 7.17. Accuracy of Information. Each of the foregoing
representations and warranties attributed to the Company, Nextel International
and each Foreign Affiliate and all information heretofore furnished by the
Company, Nextel International and each Foreign Affiliate to the Creditor for
purposes of or in connection with this Agreement or any transaction contemplated
hereby is, and all such information hereafter furnished by the Company, Nextel
International and each Foreign Affiliate to the Creditor will be, true and
accurate in all 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, Nextel International and the Company represent
only that such information was prepared in good faith and based upon assumptions
believed to be reasonable at the time. Each of Nextel International, the Company

                                      -44-
   51
and each Foreign Affiliate has disclosed to the Creditor in writing any and all
facts which have or could reasonably be expected to have a Material Adverse
Effect.

     No representation or warranty of Company or Nextel International herein,
and no certification, document or statement furnished or to be furnished to
Creditor 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 7.18. Business. None of the Company or any Foreign Affiliate has
(i) on and after February 1, 1997, conducted any business other than relating to
the development, financing, construction, ownership and maintenance of the
System or the Telecommunications Business, or (ii) prior to February 1, 1997,
(to the Company's or any Majority-Owned Foreign Affiliate's knowledge or Nextel
S.A.'s knowledge with respect to the Option Companies) conducted any business
which could reasonably be expected to have a Material Adverse Effect on the
Collateral.


     Section 7.19. Survival of Representations and Warranties. Each of the
representations and warranties set forth in Section 7 hereof (subject, in the
case of Nextel International, to the provisions of Section 12.11 hereof) shall
be deemed repeated on (a) the date of each Advance, (b) the first day of each
Interest Period, and (c) each date upon which the audited or unaudited (as
applicable) financial statements of the Company and Nextel International are
delivered to the Creditor pursuant to Section 8.02 or 8.03 (as applicable) (or,
if earlier, such date upon which such statements are required to be delivered
under which sections), as fully as if made on each such date with respect to the
circumstances of the relevant Credit Party existing at such time; provided that
the representations and warranties set forth in subsections 7.05(a), (b) and (c)
hereof as to the financial statements of the Company and Nextel International
shall be deemed a reference to the audited and unaudited financial statements of
the Company and Nextel International most recently delivered to the Creditor
pursuant to Sections 8.02 and 8.03 hereof.


     Section 7.20. ERISA.

     (a) 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.

     (b) Subject to the first paragraph of Section 7, all references to a Credit
Party in this Section 7.20 or in any other Section of this Agreement relating to
ERISA (other than references relating to the knowledge or awareness of the
Company, Nextel International and Nextel S.A.) 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 7.21. Regulation. As a result of the Creditor's participation in
the transaction contemplated by this Agreement and the other Credit Documents
(but without consideration of any of the Creditor's other activities, including,
without limitation, the Creditor's execution and delivery of, and performance of
its obligations under, the Credit Documents and enforcement of its rights and
remedies thereunder:

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   52
          (a) The Creditor will not be subject to regulation under any
     Governmental Authority in Brazil.

          (b) The Creditor will not be subject to regulation as a "bank" by any
     Governmental Authority in the United States of America.


     Section 7.22. 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 2.08 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 7.23. Investment Company. Neither the Company nor Nextel
International is an "Investment Company" within the meaning of the Investment
Company Act of 1935.


     Section 7.24. Capital Contributions. Nextel International has made capital
contributions in an amount equal to $576,852,536 during the period commencing
January 1, 1997 through and including March 20, 2000, as indicated on Exhibit E
hereto.


     Section 7.25. Bank Accounts. Schedule 7.25 hereto is a complete and
accurate list of all bank accounts maintained by the Company and each of the
Foreign Affiliates with any bank or financial institution.


     Section 7.26. Inactive Foreign Affiliates. None of the Majority-Owned
Foreign Affiliates own assets having a value in excess of $25,000, other than
Nextel S.A. and Nextel Ltda. For purposes of this Section 7.26, value shall be
determined by using the lesser of (x) book value and (y) fair market value.


     Section 7.27. Construction of the System. The Company has constructed the
System in Rio de Janeiro and Sao Paulo as required and permitted pursuant to the
Licenses.


     SECTION 8. AFFIRMATIVE COVENANTS

     Until termination of the Remaining Commitment 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 Creditor shall otherwise consent in writing, it shall comply in
all respects with each of the following covenants and agreements attributed to
it.

     In addition, each of Nextel International and the Company agrees to cause
each Foreign Affiliate to comply in all respects with each covenant and
agreement set forth below and attributed to such Foreign Affiliate.


     Section 8.01. Performance of Obligations.

     (a) Each of the Company, Nextel International and the Foreign Affiliates
shall punctually pay all amounts due by it under each of the Credit Documents at
the times, on the dates and in

                                      -46-
   53
the places specified therein, and shall timely perform all of its other
obligations, undertakings and covenants under each of the Credit Documents.

     (b) Each of Nextel International, the Company and the Foreign Affiliates
shall punctually pay all its respective Indebtedness and shall perform all its
respective contractual obligations (except those being diligently contested in
good faith by appropriate proceedings) promptly 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 Nextel International, the Company and the Foreign Affiliates
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 $100,000
and the nonpayment of which could not reasonably be expected to have a Material
Adverse Effect under the circumstances. Each of Nextel International, the
Company and the Foreign Affiliates 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 withholdings from
amounts paid hereunder, the Company or Nextel International shall promptly
forward to the Creditor official receipts or other evidence acceptable to the
Creditor establishing payment of such amounts.


     Section 8.02. Annual Financial Statements.

     (a) As soon as available, but not later than 120 days after the end of its
fiscal year the Company shall deliver to the Creditor a copy of the consolidated
annual financial statements of the Company 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, audited and certified by Deloitte & Touche
LLP or other internationally recognized independent certified public accountants
of recognized standing selected by the Company, without material exception or
qualification and prepared in accordance with GAAP. In addition, the principal
financial officer of the Company shall deliver a certificate stating that at the
date of such certificate (i) in respect of Nextel International, the Company and
the Foreign Affiliates, 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 litigation,
initiated or filed by or against Nextel International, the Company or the
Foreign Affiliates, 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 litigation or Lien, a description thereof and the actions 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 the calculations required to establish that the financial covenants set
forth in Section 8.17 hereof have been complied with. In addition, the chief
financial officer of Nextel International shall deliver an updated Invested

                                      -47-
   54
Capital Schedule in the form of Exhibit E hereto reflecting updated figures for
acquisition costs, capital expenditures and working capital advances made by
Nextel International or any equity investor on behalf of the Company or any
Majority-Owned Foreign Affiliates and working capital advances made by Nextel
International to the Company or Nextel S.A. to the extent permitted hereunder.

     (b) As soon as available, but not later than 120 days after the end of
Nextel International's fiscal year, the Company shall deliver to the Creditor a
copy of the consolidated annual financial statements of Nextel International,
the Company and its Subsidiaries including, at least, Nextel International's,
the Company's and its Subsidiaries' consolidated balance sheet, consolidated
statement of income, statement of changes in stockholders' equity and statement
of cash flows and retained earnings for the fiscal year then ended of Nextel
International 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, audited and certified by Deloitte & Touche LLP
or other internationally recognized independent certified public accountants of
recognized standing selected by Nextel International, without material exception
or qualification and prepared in accordance with GAAP. The foregoing financial
statements shall be accompanied by a certificate of the Company's or Nextel
International's principal financial officer setting forth in reasonable detail
each of the calculations required to establish compliance with the financial
covenants set forth in Section 8.17 hereto, which certificate shall include a
representation that each such calculation (including, without limitation, any
such calculations made pursuant to any Schedule to this Agreement) (i) has been
made in accordance with GAAP, (ii) is consistent with all relevant definitions
set forth in this Agreement, and (iii) is consistent with the Company's
preparation of the Approved Business Plan.


     Section 8.03. Quarterly Financial Statements.

     (a) 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), the Company shall deliver to the Creditor a copy of 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 as having been
prepared in accordance with GAAP by the principal financial officer of the
Company. In addition, the chief financial officer of the Company shall deliver a
certificate stating that at the date of such certificate (i) in respect of
Nextel International, the Company and any Foreign Affiliate, 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 litigation initiated or filed by or against Nextel
International, the Company or any Foreign Affiliate, 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 litigation or Lien, a description
thereof and the actions 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 the calculations required to establish that
the financial covenants set forth in Section 8.17 hereof have been satisfied. In
addition, the chief financial officer of Nextel International shall deliver an
updated Invested Capital Schedule in the form of Exhibit E hereto reflecting
updated figures for acquisition costs, capital expenditures and

                                      -48-
   55
working capital advances made by Nextel International or any equity investor on
behalf of the Company or any Majority-Owned Foreign Affiliates and working
capital advances made by Nextel International to the Company, Nextel S.A. or
Nextel Ltda. to the extent permitted hereunder.


     (b) 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), the Company shall deliver to the Creditor a copy of consolidated
unaudited financial statements of Nextel International and the Subsidiaries for
such quarterly period (including, without limitation, its consolidated balance
sheet, consolidated statement of income, statement of changes in stockholders'
equity and statement of cash flows and related earnings, for such quarter) which
shall be certified as having been prepared in accordance with GAAP by the
principal financial officer of Nextel International. The foregoing financial
statements shall be accompanied by a certificate of the Company's or Nextel
International's principal financial officer setting forth in reasonable detail
each of the calculations required to establish compliance with the financial
covenants set forth in Section 8.17 hereto, which certificate shall include a
representation that each such calculation (including, without limitation, any
such calculations made pursuant to any Schedule to this Agreement) (i) has been
made in accordance with GAAP, (ii) is consistent with all relevant definitions
set forth in this Agreement, and (iii) is consistent with the Company's
preparation of the Approved Business Plan.


     Section 8.04. Other Information.


     (a) Promptly upon their becoming available, the Company and Nextel
International shall deliver to the Creditor, copies of all material notices or
material documents given or received by any Credit Party pursuant to any of the
System Documents.


     (b) From time to time, the Company and Nextel International shall deliver
to the Creditor, such other information regarding the business of the Company,
Nextel International, the Foreign Affiliates, the System or the
Telecommunications Business as the Creditor may reasonably request.


     (c) As soon as available, but, in any event, within sixty (60) days after
the end of each fiscal quarter of the Company, a copy of a management report,
which shall contain to the extent pertinent for such period (i) statistical
information regarding Subscriber load and number of Subscribers lost (including,
without limitation, average Subscriber load for each applicable quarter and
Subscriber load as of the end of such quarter), (ii) revenue per Subscriber and
usage (including, without limitation, dispatch, interconnect and other minutes
billed, and basic charges), (iii) management and marketing fees billed, (iv) the
network installation progress including, without limitation, cities in Brazil
served by the iDEN network, and a list specifying each License, the channels
which such License controls (and in which cities), any modification to any
License, and the expiration date of such License and the renewal dates as
provided by applicable telecommunications law), and (v) the iDEN network
operation benchmarks (as prepared by the management of the Company), such
management report to be certified by an Authorized Officer of the Company.

                                      -49-
   56
     (d) The Company shall, no less than ten (10) days in advance of the
beginning of each fiscal year of the Company, adopt and deliver to the Creditor
and the Depositary an Approved Business Plan setting forth in detail an annual
budget for the ensuing year. If for any reason the Company shall not have
adopted an Approved Business Plan for the ensuing year before the beginning of
the fiscal year or fails to deliver such new Approved Business Plan at least ten
(10) days in advance of the beginning of such fiscal year, the Approved Business
Plan for the preceding year shall, until ten (10) days after delivery of such
Approved Business Plan for the ensuing year to the Creditor and the Depositary,
be deemed to be in full force and effect as the Approved Business Plan.
Thereafter (but not more frequently than quarterly in any calendar year), if
there is a breach by the Company of any of the financial covenants set forth in
Section 8.17 of this Agreement or at the request of the Creditor when an Event
of Default has occurred and is continuing, the Company shall promptly adopt and
deliver to the Creditor an amended Approved Business Plan. Each such Approved
Business Plan shall identify the quarterly expenditures and investments for the
following major matters: ongoing development, operations, maintenance,
financing, acquisition and expansion of System and the Telecommunications
Business. Each Approved Business Plan shall be accompanied by a statement of the
chief financial officer of the Company to the effect that the items set forth
therein are reasonable estimates for the period covered thereby.


     (e) Promptly upon the execution and delivery thereof, copies of all
interconnect agreements with local exchange carriers and long distance carriers
of each city in Brazil in which any Credit Party currently provides, or in the
future will provide, services.


     (f) The Company shall provide, or shall cause to be provided to, the
Creditor a monthly report summarizing the balance in the Foreign Resident
Account and each of the accounts referred to in the Company Security Deposit
Agreement and the Nextel Ltda. Security Deposit Agreement, including a
description of all deposits and disbursements therefrom. The Company shall
provide, or shall cause to be provided to, the Creditor a quarterly report
summarizing the balance of each of the Foreign Affiliates' respective bank
accounts including a description of all deposits and disbursements therefrom.


     (g) From time to time, the Company and Nextel International shall deliver
to OPIC, such information regarding the Conditional Sale Agreements and the
transactions contemplated thereby and such other information regarding the
business of the Company, the Foreign Affiliates, the System or the
Telecommunications Business as OPIC may reasonably request.


     Section 8.05. Access to Books; Inspections.


     (a) Each of the Company and Nextel International (with respect to its
Brazilian operations) shall permit the Creditor and OPIC and their respective
representatives, at all reasonable times, but prior to an Event of Default at
the Creditor's or OPIC's (as appropriate) own expense and with prior written
notice to the Company and the relevant other Credit Parties, and after an Event
of Default at the expense of the Company and Nextel International and each
Foreign Affiliate, to inspect the facilities, activities, books of account and
records of 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 the Creditor

                                      -50-
   57
or OPIC. The Company shall promptly supply to the Creditor or OPIC (as
appropriate) copies of any reports on its or Nextel International's (with
respect to its Brazilian operations) or any Foreign Affiliate's business and
activities which are publicly distributed, and will give notice of and make
available to the Creditor or OPIC (as appropriate) copies of any other reports
on its or Nextel International's (with respect to its Brazilian operations) or
any Foreign Affiliate activities and reports made to the government, or any
governmental agency or council as the Creditor or OPIC may from time to time
reasonably request. Each of the Company and Nextel International shall also make
available such further information concerning its, Nextel International's or any
other Foreign Affiliate's business and affairs in Brazil as the Creditor or OPIC
may from time to time reasonably request.


     (b) Each Credit Party shall maintain an adequate accounting system,
including 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 8.06. Governmental Approvals. Each of Nextel International, the
Company and the Foreign Affiliates shall promptly from time to time obtain or
cause to be obtained all Governmental Approvals as shall now or hereafter be
necessary (i) to import the equipment pursuant to the Conditional Sale
Agreements including, without limitation, the registration of the Conditional
Sale Agreements with the Brazilian Central Bank and any other registration
required by the Brazilian Central Bank, (ii) for the construction, ownership,
completion, operation and maintenance of the System and the Telecommunications
Business and as contemplated by the System Documents (except where failure to
obtain could not reasonably be expected to have a Material Adverse Effect), and
(iii) 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 Creditor of its rights and remedies
thereunder. Such Person shall promptly furnish to the Creditor copies of all
such Governmental Approvals.


     Section 8.07. Insurance.


     (a) Business Insurance. The Company 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 Original 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 reasonably acceptable to the Creditor)
such insurance on such of its properties, in such amounts and against such risks
and with such deductibles and other terms as is set forth on Schedule 8.07(a)
hereto, (ii) file with the Creditor 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 8.07, and (iii) obtain such additional insurance, to the extent
available on commercially reasonable terms, as the Creditor may reasonably
request to cover risks not foreseen prior to the Original 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 Creditor with evidence of such insurance relating to the
System and the Telecommunications Business.

                                      -51-
   58
     (b) Political Risk Insurance. The Company shall maintain or cause to be
maintained with OPIC and AIG (or any other responsible insurance carrier
reasonably acceptable to the Creditor) Political Risk Insurance in the amounts
set forth on Schedule 8.07(b) hereto. The Company shall pay all costs and
premiums in connection with the Political Risk Insurance.


     Section 8.08. Continuance of Business. Each of Nextel International, the
Company and the Foreign Affiliates 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 9.05 hereof, the present character of its respective business. Each of
the Company and the Foreign Affiliates shall conduct its respective business
substantially within the scope provided in the Licenses (or as otherwise
contemplated in the Approved Business Plan) and in material compliance with
applicable laws and regulations binding on it or its operations or assets except
those laws and regulations that are being contested in good faith by appropriate
proceedings and as to which such noncompliance could not reasonably be expected
to have a Material Adverse Effect.


     Section 8.09. [Reserved]


     Section 8.10. Maintenance and Repairs. Each of the Company and the Foreign
Affiliates 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 8.11. Compliance with Law.


     (a) Each of Nextel International, the Company and the Foreign Affiliates
shall comply with the requirements of all applicable Governmental Rules 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
System and the Telecommunications Business shall be conducted in full compliance
under the United States Foreign Corrupt Practices Act and any other applicable
law dealing with improper or illegal payments, gifts or gratuities. Promptly
upon request, but no later than 15 days after such request, each of the Company
and Nextel International shall provide the Creditor with certification to the
effect that neither it nor any of its Subsidiaries has made any payments,
directly or indirectly, in violation of the foregoing agreement. Notwithstanding
the foregoing, the covenants contained in this Section 8.11 shall not be deemed
to have been violated to the extent any failure to comply with any Governmental
Rules or any other requirement of this Section 8.11 is attributable to a breach
of the representation, warranty or covenant contained in the second sentence of
Section 2.01(a) hereto. Each Credit Party warrants and represents that since the
merger with Wireless it has not taken any action, or failed to take any action,
with respect to the System or the Telecommunications Business if that act or
failure to act would have violated this Section 8.11. Nextel International and
the Company warrant and represent that prior to the merger with Wireless, Nextel
International and the Company conducted reasonable

                                      -52-
   59
due diligence of Wireless and its Subsidiaries and in connection therewith
nothing came to their attention or led them to believe that the activities of
Wireless or any officers, directors or agents thereof could be construed as
violations of the United States Foreign Corrupt Practices Act of Wireless and
its Subsidiaries if they had been wholly owned Subsidiaries of Nextel
International at the time of such activities. To the extent the warranties and
representations contained in this Section 8.11(a) relate to any Governmental
Rule, including, but not limited to, the United States Foreign Corrupt Practices
Act, 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 warranties and representations are made assuming the truth of the
representation, warranty and covenant contained in the second sentence of
Section 2.01(a).


     (b) Notwithstanding anything in the foregoing paragraph (a) or in this
Agreement to the contrary, the Company and Nextel International shall keep the
System and the assets of the Telecommunications Business 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) nonpayment of which could not reasonably be expected to
result in liability in excess of $100,000 and could 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 the System and the assets of the
Telecommunications Business or on any real property owned or leased by the
Company or any Foreign Affiliate or any real property which is subject to any
mortgage securing directly or indirectly all or any part of the Advances, and
the cost of delineation, removal, treatment and disposal of any such Materials
of Environmental Concern. If the Company or Nextel International fails to do any
of the foregoing, then (i) after the occurrence of an Event of Default related
thereto which is continuing under this Agreement or (ii) in the event the
Creditor sustains any liability, loss, cost, damage or expense (including
reasonable attorneys' fees and expenses) arising out of the presence of
Materials of Environmental Concern in, on or about, or resulting from, the
System, the assets of the Telecommunications Business or the Collateral, the
Creditor may cause the System, the assets of the 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 reasonable
attorneys, consultants' and laboratories' fees and expenses) shall be added to
the Obligations of the Company pursuant to this Agreement and secured by the
Security Documents. Nextel International, the Company and each Foreign Affiliate
will give to the Creditor and its agents and employees reasonable access to the
System, the assets of the Telecommunications Business 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 Company, to ensure compliance with this Section 8.11.


     (c) None of the Company and the Foreign Affiliates shall use the System,
the 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 Company and the Foreign Affiliates will notify the Creditor
promptly upon its receipt of any notice or advice from any Governmental
Authority or in writing from any

                                      -53-
   60
other source with respect to Materials of Environmental Concern on, from or
affecting the System or the Telecommunications Business. Each such Person will
also make available for inspection by the Creditor 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 Company and
any Foreign Affiliate or, to the knowledge of and to the extent obtained by, the
Company or Nextel International, any Governmental Authority or other Person in
respect of Materials of Environmental Concern on or affecting the System or the
Telecommunications Business.


     (e) Neither the Company, Nextel S.A. nor Nextel Ltda. shall take any action
to prevent its employees from lawfully exercising their right of free
association and their right to organize and bargain collectively. The Company,
Nextel S.A. and Nextel Ltda. further agree to observe applicable laws relating
to a minimum age for employment of children, acceptable conditions of work with
respect to minimum wages, hours of work and occupational health and safety, and
not to use forced labor. Additionally, the Company, Nextel S.A. and Nextel Ltda.
agree to take action to assure that employees shall be permitted to remove
themselves from dangerous work situations without jeopardy to their continued
employment, and that no children under the age of fifteen (15) years of age will
be employed for the System or the Telecommunications Business. The Company,
Nextel S.A. and Nextel Ltda. are not responsible under this Section 8.11 for the
actions of a Governmental Authority.


     Section 8.12. Notices. Each of the Company and Nextel International (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 Creditor of the occurrence of any of the following:

          (a) a Default or an Event of Default;

          (b) a default by Nextel International, the Company or any Foreign
     Affiliate under any System Document, together with a statement of action
     proposed to be taken by such Credit Party to cure such default;

          (c) any (i) written claim, litigation, investigation or proceeding
     which arises at any time involving the Licenses in the Major Market Areas;
     (ii) written claim, litigation, investigation or proceeding which arises at
     any time involving any Credit Party which could reasonably be expected to
     have a Material Adverse Effect; (iii) the issuance by any court or
     governmental agency or 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; or (iv) any written
     challenge to the Licenses by any third party in the Major Market Areas;

                                      -54-
   61
          (d) any development in the business or affairs of any of Nextel
     International, the Company or any Foreign Affiliate which has resulted in
     or could reasonably be expected to result in a Material Adverse Effect;

          (e) thirty (30) days prior written notice thereof, after delivery from
     a Motorola Entity, the movement of any of the iDEN equipment outside of
     Brazil;

          (f) thirty (30) days prior written notice thereof, the movement of the
     Company's, or any Foreign Affiliate's principal place of business to any
     location other than as set forth in the Company Security Agreement and any
     Foreign Affiliate Security Agreement;

          (g) thirty (30) days written notice thereof, any notice received by
     any of Nextel International, the Company or any Foreign Affiliate from any
     other Governmental Authority regarding events if determined adversely which
     could reasonably be expected to have a Material Adverse Effect, including,
     without limitation, the rejection, termination or revocation or any License
     or Governmental Approval;

          (h) 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 (as defined under Article 1058, first
     paragraph of Brazilian Code) which could reasonably be expected to have a
     Material Adverse Effect; and

          (i) promptly, upon their becoming available (and the Company and
     Nextel International 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 8.13. Further Assurances.

     (a) Each of Nextel International, the Company and the Foreign Affiliates
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, and, in each such case, in such manner and form as

                                      -55-
   62
the Creditor 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 Creditor may reasonably request,
in order to create, perfect, preserve, validate or satisfy the Liens granted to
the Creditor pursuant to the Security Documents and shall pay (except to the
extent resulting solely from an act or omission of the Creditor) 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; provided, that the foregoing obligations in this
clause (a) shall not apply with respect to Liens on Immaterial Assets.

     (b) To the extent and at such times as real estate is acquired by any of
Nextel International, the Company or any Foreign Affiliate, such Person shall
promptly cause such real estate to be subjected to a Lien in favor of the
Creditor and such Person will execute, deliver and register the necessary
mortgages.

     (c) To the extent and at such times as additional easements and
rights-of-way are obtained by any of Nextel International, the Company or any
Foreign Affiliate, such Person shall promptly use good faith and commercially
reasonable efforts to cause such easements and rights-of-way to be subjected to
the Lien of the Security Documents, and such Person will cause the necessary
amendments to be made in respect thereto.

     (d) Each of Nextel International, the Company and the Foreign Affiliates
shall at all times and at such Person's cost, warrant and defend its title in
and to the Collateral attributed to it.

     (e) To the extent and at such times as Leases are entered into from and
after the Original Closing Date by any of Nextel International, the Company or
any Foreign Affiliate, such Person shall, to the extent that such Lease may be
assigned (provided that Nextel International, the Company or such Foreign
Affiliate shall have used good faith and commercially reasonable efforts to
allow such Lease to be assigned) execute and deliver a Lease Assignment
Agreement in the form of Exhibit M-2 to the Original EFA (incorporated herein by
reference) in respect of such Lease in favor of the Creditor and register such
Lease and the Lease Assignment Agreement. No Lease shall contain a provision
that would result in a termination of such Lease or a modification of any
material right or obligation thereunder upon a change in control of the lessee
(including without limitation a change of control effectuated through any of the
Security Documents). Each Credit Party agrees to give the Creditor notice of any
non-compliance or default under any Lease within 10 Business Days of any such
non-compliance or default and each Credit Party acknowledges its obligations to
comply with all Leases as set forth in Section 8.01(b).

     Notwithstanding the foregoing, with respect to all Leases constituting
Additional System Documents (each Credit Party acknowledges and agrees that any
MSO Lease shall constitute an Additional System Document), either (x) (i) the
language set forth on Exhibit G to the Original EFA (incorporated herein by
reference) must be included in all such Leases, and (ii) a Lease Assignment
Agreement in the form of Exhibit M-2 to the Original EFA (incorporated herein by
reference) in respect of such Lease must be executed by the parties to such
Lease in favor of the Creditor and such Lease Assignment Agreement must be
properly registered (it being understood

                                      -56-
   63
that, notwithstanding Section 9.14, no Consent to Assignments shall be required
with respect to such Leases), or (y) (i) the Lease shall include a purchase
option entitling the lessee to purchase all of the property subject to the Lease
within one (1) year from the date such Lease was first entered into, (ii) the
lessee shall exercise such purchase option as soon as such option is
exercisable, (iii) the property subject to such Lease shall be purchased by the
lessee no later than one (1) year from the date such Lease was first entered
into, and mortgaged to the Creditor as required under Section 8.13(b), and (iv)
at the time such Lease is entered into, the applicable Credit Party shall use
good faith and commercially reasonable efforts to satisfy clause (x) above.

     (f) To the extent and at such times Intellectual Property is acquired by
the Company or any Foreign Affiliate, such Person shall execute and deliver to
the Creditor a trademark assignment agreement in the form of Exhibit R to the
Original EFA (incorporated herein by reference) and register such agreement.

     (g) To the extent any Foreign Affiliate owns assets in excess of $10,000 or
conducts any business operation, such Foreign Affiliate shall execute and
deliver a Foreign Affiliate Security Agreement and take all actions required to
create and perfect a first priority lien on the assets of such Foreign
Affiliate, to the extent such Foreign Affiliate had not previously delivered a
Foreign Affiliate Security Agreement.

     (h) To the extent permitted by applicable law and at such times the Company
or any Foreign Affiliate acquires or leases any phone lines after October 31,
1997 which interconnect with the land lines operated by Telebras, any other
Governmental Authority or other phone company which phone lines are essential to
the phone/interconnect operation of the System, the Company or such Foreign
Affiliate shall cause such phone lines to be subjected to the Lien of the
Security Documents and assign its interest in such interconnect agreement and
such Person will cause the necessary amendments to be made in respect thereto.
Section 8.15 hereof shall apply to all other phone lines owned or leased by the
Company and the Foreign Affiliates.

     (i) From time to time and at all time hereafter upon the reasonable request
of the Creditor and (except to the extent are caused solely by a change in
circumstance related to the Creditor) at the cost of the Company, the Company
and Nextel International shall execute and cause to be done and executed all
such acts, deeds and assurances to perfect, preserve or protect the rights of
the Creditor with respect to the Collateral as the Creditor may reasonably
request.

     (j) Each Person that is or becomes a Majority-Owned Foreign Affiliate shall
have executed and delivered, or promptly after becoming a Majority-Owned Foreign
Affiliate shall execute and deliver, a power of attorney to the Creditor, in
form and substance reasonably satisfactory to Creditor, covering all Leases,
System Documents, interconnect agreements and any other agreement that such
Credit Party is or may in the future become a party to that relates to the
System or Telecommunications Business (the "Covered Documents"). Such power of
attorney shall grant the Creditor irrevocable authority upon the occurrence and
continuation of an Event of Default to act on behalf of the applicable Credit
Party with respect to any matter arising under any Covered Documents, including
without limitation effectuating an assignment of any of the Covered Documents.

                                      -57-
   64
     Section 8.14. Construction of the System. The Company shall construct the
System in Belo Horizonte as required and permitted pursuant to the Licenses but
only to the extent it is strategically and economically advantageous to do so.


     Section 8.15. Restricted Assets; Option Companies.

     (a) If during the term of this Agreement it becomes permissible and
commercially practicable in the Creditor's reasonable determination under
applicable Governmental Rule to grant a lien on any Restricted Asset, the
Company and Nextel International will, and will cause each Foreign Affiliate (at
their expense), to take all actions required to create and perfect a first
priority lien on such Restricted Assets in favor of the Creditor and deliver
opinions relating to the security interests in such assets in form and substance
satisfactory to the Creditor.

     (b) The Company shall, and shall cause Nextel Ltda. to, comply with the
conditions relating to approvals of the Ministry of Communications set forth in
each Option Agreement so to ensure that the Company and Nextel Ltda. acquire the
quotas of the Option Companies at the earliest date possible. The Company shall,
and shall cause Nextel Ltda. to, upon the Ministry of Communications' approval
of the exercise of the Options, pledge all quotas relating thereto to the
Creditor and execute and deliver a Company Quota Pledge Agreement or Foreign
Affiliate Quota Pledge Agreement, as appropriate. In connection with the
foregoing, the Creditor shall have received opinions of counsel in form and
substance satisfactory to it. In addition, simultaneously with the exercise of
the Options, Nextel International, the Company and Nextel Ltda. will, and will
cause each Option Company (at their expense), to (i) take all actions required
to create and perfect a first priority lien on the assets of such Option
Company, (ii) execute and deliver a guaranty in the form of Exhibit J to the
Original EFA (incorporated herein by reference), and (iii) to deliver opinions
in respect of the Foreign Affiliate Security Agreement and the Foreign Affiliate
Guaranty in form and substance satisfactory to the Creditor.


     Section 8.16. Maintenance of Licenses. Except to the extent loss of a
License could not reasonably be expected to have a Material Adverse Effect, each
of Nextel International, the Company and the Foreign Affiliates shall: (i)
comply with all 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; (ii) enforce and maintain all of its respective
rights under such Licenses; and (iii) not permit or consent to the modification
or waiver of any provision of the Licenses.


     Section 8.17. Financial Covenants. The Company and its Subsidiaries shall
have or maintain, on a consolidated basis, at all times:

          (a) a Fixed Charge Coverage Ratio (measured at the end of each fiscal
     quarter) of not less than 1.00 : 1.00 at the end of each fiscal quarter of
     the Company;

          (b) EBITDA, at the end of each fiscal quarter period then ended
     (measured at the end of each fiscal quarter), of not less than the
     respective amounts set forth opposite each such date:



     Date                           EBITDA
     ----                           ------
                                 


                                      -58-
   65



          Date                                  EBITDA
          ----                                  ------
                                         
      March 31, 2000                        $(21,500,000)
      June 30, 2000                         $(16,400,000)
      September 30, 2000                    $(19,300,000)
      December 31, 2000                     $(22,300,000)
      March 31, 2001                        $(11,800,000)
      June 30, 2001                         $ (9,900,000)
      September 30, 2001                    $ (6,300,000)
      December 31, 2001                     $    100,000
      March 31, 2002                        $  3,800,000
      June 30, 2002                         $  7,900,000
      September 30, 2002                    $ 10,600,000
      December 31, 2002                     $ 12,000,000
      March 31, 2003                        $ 14,600,000
      June 30, 2003                         $ 22,700,000
      September 30, 2003                    $ 24,000,000
      December 31, 2003                     $ 27,500,000


          (c) a ratio of Indebtedness to EBITDA as at the end of each quarterly
     period then ended of not greater than the ratios set forth opposite each
     such date:



                                      Indebtedness to
           Date                            EBITDA
           ----                       ---------------
                                   
      March 31, 2002                     41.1 : 1.00
      June 30, 2002                      17.3 : 1.00
      September 30, 2002                 12.8 : 1.00
      December 31, 2002                   9.8 : 1.00
      March 31, 2003                      8.1 : 1.00
      June 30, 2003                       4.3 : 1.00
      September 30, 2003                  4.1 : 1.00
      December 31, 2003                   2.9 : 1.00


          (d) minimum Recurring Revenues, as at the end of each quarterly period
     then ended, of not less than the respective amounts set forth opposite each
     such date:



          Date                         Recurring Revenues
          ----                         ------------------
                                    
      March 31, 2000                        $ 8,700,000
      June 30, 2000                         $ 9,700,000
      September 30, 2000                    $13,000,000
      December 31, 2000                     $16,900,000
      March 31, 2001                        $22,300,000
      June 30, 2001                         $27,700,000
      September 30, 2001                    $30,900,000
      December 31, 2001                     $35,000,000


   66



          Date                         Recurring Revenues
          ----                         ------------------
                                    
     March 31, 2002                        $39,700,000
     June 30, 2002                         $43,500,000
     September 30, 2002                    $48,500,000
     December 31, 2002                     $53,500,000
     March 31, 2003                        $59,200,000
     June 30, 2003                         $63,800,000
     September 30, 2003                    $67,600,000
     December 31, 2003                     $71,800,000


          (e) a minimum number of Subscribers, as at the end of each quarterly
     period then ended, of not less than the number of Subscribers set forth
     opposite each such date:



          Date                               Subscribers
          ----                               -----------
                                          
     March 31, 2000                            115,000
     June 30, 2000                             129,000
     September 30, 2000                        154,000
     December 31, 2000                         190,000
     March 31, 2001                            226,000
     June 30, 2001                             253,000
     September 30, 2001                        280,000
     December 31, 2001                         311,000
     March 31, 2002                            345,000
     June 30, 2002                             370,000
     September 30, 2002                        398,000
     December 31, 2002                         431,000
     March 31, 2003                            468,000
     June 30, 2003                             489,000
     September 30, 2003                        513,000
     December 31, 2003                         538,000


          (f) a minimum amount of Adjusted Paid-In Capital at all times for each
     calendar quarter in an amount equal to the actual cash requirements for
     such calendar quarter as provided in the Adjusted Paid-In Capital Schedule
     (in the form of Schedule 1.01(c) attached hereto) provided by the Company
     as part of the compliance package delivered with the financial statements
     required under Sections 8.2 and 8.3. As set forth in the Adjusted Paid-In
     Capital Schedule (Schedule 1.01(c)), a deficiency in Adjusted Paid-In
     Capital for any calendar quarter must be contributed into the Company
     within fifteen (15) days from the end of the applicable reporting period.

          (g) Notwithstanding anything herein to the contrary (including,
     without limitation, the provisions of Section 11.1 hereof), (i) a breach of
     Section 8.17(d) hereof shall not constitute an Event of Default hereunder
     unless the Company is in breach of such Section 8.17(d) as of two (2)
     consecutive quarter end dates and (ii) a breach of Section 8.17(b) or
     Section 8.17(c) hereof as of any quarter end date shall

                                      -60-
   67
     not constitute an Event of Default hereunder unless the aggregate
     Subscribers as of the end of such quarter were less than the "Target
     Subscribers" set forth opposite the quarter end dates set forth in Schedule
     1.01(d).


     Section 8.18. [Reserved]


     Section 8.19. Failure to Perform of Stockholder Guarantor. If any
Stockholder Guarantor (other than Nextel International) shall fail to perform
its obligations under its Stockholder Guaranty, Nextel International or another
Stockholder Guarantor shall assume the liability of such Stockholder Guarantor
under its Stockholder Guaranty no later than five (5) Business Days after the
Creditor notifies Nextel International of such failure by the Stockholder
Guarantor. Notwithstanding the foregoing or any other term in this Agreement or
any other Credit Document, MIDC shall not be required to assume the liability of
any other Stockholder Guarantor.


     Section 8.20. Adult Content. None of the Company, Nextel S.A. and the
Foreign Affiliates shall enter into any arrangement, contractual or otherwise
permitting the use of the assets of the System for the provision of services
marketed as telecommunications offering sexually explicit adult content.


     Section 8.21. Translation and Registration. On or prior to the Initial
Funding Date, the Company shall, at its exclusive expense, translate this
Agreement into Portuguese and carry out the registration of this Agreement at
the proper register of deeds and documents.


     Section 8.22. Foreign Resident Account. The Company shall have established,
and shall continue to maintain, a non-resident account according to the
Brazilian Central Bank Circular 2677, April 10, 1996 (the "Foreign Resident
Account") for the benefit of the Creditor and shall have granted the Creditor
continuing control of such account in a manner reasonably acceptable to the
Creditor.


     Section 8.23. Update of Security Documents. Concurrently with the delivery
by the Company of the quarterly financial statements pursuant to Section 8.03
(or, in the case of the fourth fiscal quarter, the delivery by the Company of
the annual financial statements under Section 8.02), the following actions shall
be taken:

          (i) an Authorized Officer of each of the Company and the
     Majority-Owned Foreign Affiliates shall deliver a list of all of the assets
     of such Credit Party along with a certificate of an Authorized Officer of
     such Credit Party certifying as to the completeness and accuracy thereof;

          (ii) an Authorized Officer of Nextel International shall provide a
     list of the shareholdings or quotaholdings of record of the Company and the
     Foreign Affiliates;

          (iii) each of the Company, the Stockholder Guarantors (in connection
     with the Stockholder Guarantor Pledge Agreements) and the Majority-Owned
     Foreign Affiliates shall have amended its respective Security Documents as
     necessary to cover all personal property and fixtures acquired since the
     Original

                                      -61-
   68
     Closing Date (to the extent the same is not already covered by the Security
     Documents) and shall have made all necessary registrations, filings and
     recordings in order to create a first priority Lien in favor of the
     Creditor in such after acquired property all in accordance with the
     provisions of the Security Documents (except as otherwise expressly
     provided herein) and each such Credit Party shall deliver to the Creditor
     copies of all such amendments made to its Security Documents in respect of
     after acquired property. Notwithstanding the foregoing, if an Advance has
     been made during the fiscal quarter at issue and in connection with such
     Advance the conditions set forth in Section 10.02(e) have been satisfied in
     full, this Section 8.23 shall be deemed to be satisfied with respect to
     such fiscal quarter. Additionally, notwithstanding Clause 4 of any of the
     Foreign Affiliate Security Agreements, such Foreign Affiliate Security
     Documents need only be amended to reflect the acquisition of newly acquired
     assets as provided in Sections 8.13, 8.23 and 10.02(e).


SECTION 9. NEGATIVE COVENANTS

     Until the termination of the Remaining Commitment 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 signatory Credit Party
covenants and agrees that, unless the Creditor shall otherwise consent to it in
writing, it shall comply in all respects with each of the following covenants
and agreements attributed to it. In addition, each of Nextel International and
the Company agrees to cause each Foreign Affiliate to comply in all respects
with each covenant and agreement set forth below and attributed to such Foreign
Affiliate.


     Section 9.01. Indebtedness. None of the Company or any Foreign Affiliate
shall, 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.


     Section 9.02. Guaranties. None of the Company or any Foreign Affiliate
shall assume, endorse, be or become liable for, or guarantee, the obligations of
any Person (other than the Foreign Affiliate Guaranties), 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
Company and the Majority-Owned Foreign 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 9.03. Transfer. None of the Company or any Foreign Affiliate shall,
without the prior written consent of the Creditor, 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 1% of

                                      -62-
   69
the total assets of the Company and its Subsidiaries as listed on the most
recent balance sheet delivered in accordance with subsections 8.02(a) or 8.03(a)
hereof, as the case may be, or the aggregate value of assets disposed of in any
year does not exceed 5% of the total assets of the Company and its Subsidiaries
as listed on the most recent balance sheet delivered in accordance with
subsections 8.02(a) and 8.03(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.


     Section 9.04. Liens. None of the Company, Nextel International or any
Foreign Affiliate shall create or suffer to exist any Lien upon or with respect
to any of such Credit Party's assets constituting the Collateral or the
Restricted Assets, whether now owned or hereafter acquired other than Permitted
Liens.


     Section 9.05. Mergers; Acquisitions.

     (a) None of the Company or any Foreign Affiliate shall merge or consolidate
with any Person (whether or not such Credit Party is the surviving entity), or,
except as permitted by Section 9.12 hereof, acquire all or substantially all of
the assets of any of the capital stock or the partnership interests of any
Person, except that such Credit Parties may consummate the Proposed
Consolidation provided that simultaneously therewith:

          (i) the consummation thereof could not reasonably be expected to have
     a Material Adverse Effect upon the Credit Parties affected thereby
     considered as a whole;

          (ii) (x) after consummation thereof the surviving Credit Party or
     Parties and the Consolidated Entity shall be in compliance with all
     Governmental Rules and (y) the consummation thereof shall have no adverse
     effect upon (1) the Collateral, the Foreign Affiliate Guaranties or the
     Stockholder Guaranties or the Creditor's rights therein, and (2) all
     Governmental Rules relating to the Proposed Consolidation shall be in full
     force and effect and administratively non-appealable and the Credit Parties
     shall have delivered to the Creditor a clean opinion to such effects of
     counsel selected by them and reasonably acceptable to the Creditor; and

          (iii) this Agreement and the other Credit Documents shall have been
     amended, in form and substance reasonably acceptable to the Creditor, to
     preserve the Creditor's rights hereunder and in the Collateral.

     (b) In addition, Nextel International shall not merge or consolidate with
any Person unless (i) at the time thereof, and after giving effect thereto, no
Default shall have occurred and be continuing, (ii) either (x) Nextel
International shall be the continuing and surviving entity or (y) the continuing
or surviving entity shall have assumed all of the obligations of Nextel
International hereunder and under the Nextel International Guaranty and the
other Credit Documents pursuant to an instrument in form and substance
satisfactory to the Creditor and delivered such proof of corporate action,
incumbency of officers, opinions of counsel and other documents, as is
consistent with those delivered pursuant to Section 10.01 hereto, on the Initial
Funding Date or as the Creditor may request, and (iii) the Net Worth (determined
on a

                                      -63-
   70
consolidated basis in accordance with GAAP) of the continuing or surviving
entity immediately after giving effect thereto shall be greater than or equal to
the Net Worth of Nextel International prior to giving effect thereto.


     Section 9.06. Distributions; Redemptions.

     (a) None of the Company or any Foreign Affiliate shall 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 that Nextel S.A. may declare or pay a dividend in favor
of its shareholders so long as the aggregate amount of such dividend is
transferred directly to the U.S. Receipt Account and is subject to the
provisions of the Company Security Deposit Agreement.

     (b) None of the Company or any Foreign Affiliate shall purchase, redeem,
retire or otherwise acquire, directly or indirectly, or make any sinking fund
payment with respect to, any shares of any class of stock of any Credit Party
now or hereafter outstanding or set apart any sum for any such purpose, other
than the repurchase or redemption by the Company of its Class B Common Stock
pursuant to the Second paragraph of the Restated Articles of Incorporation of
the Company as such provision exists of October 31, 1997 (the "Class B
Redemption"); provided, that (i) in the event that the Company becomes so
obligated to repurchase or redeem such Class B Common Stock, the Company shall
promptly notify the Creditor of its receipt of a request of redemption from any
holder of Class B Common Stock of the Company, (ii) prior to such Class B
Redemption, Nextel International shall contribute additional equity in an amount
equal to the redemption price of such shares being redeemed pursuant to the
Class B Redemption and additional amounts necessary to maintain the financial
covenants of the Company set forth in Section 8.17 hereof and the Company shall
cause such amounts to be deposited in the U.S. Receipt Account, and (iii) no
Default exists or shall occur as a result of the Class B Redemption. Nextel
International's obligations in this subsection 9.06(b) shall survive until all
of the Obligations hereunder and the other Credit Documents have been satisfied
and this Agreement has terminated.


     Section 9.07. Stock Issuance. None of the Company or any Foreign Affiliate
shall issue any additional shares or any right or Option to acquire any shares,
or any security convertible into any shares, of the capital stock of any Credit
Party unless such options and such shares upon issuance, become pledged to the
Creditor and subject to the other agreements referred to herein to which the
existing shares of such Credit Party are subject prior to such issuance, 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 11.01(w), (x) and (y) hereof.


     Section 9.08. Amendment of Documents and Organization.

     (a) None of the Company or any Foreign Affiliate shall (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 such
System Document the cancellation or termination of which could reasonably be
expected to

                                      -64-
   71
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, (iv) fail to exercise
promptly and diligently each and every material right which it may have under a
System Document (other than any right of termination) the result of which could
reasonably be expected to have a Material Adverse Effect, or (v) enter into any
Additional System Documents unless (x) such Additional System Document is in
connection with the ordinary and routine furnishing of goods or services to the
System or the Telecommunications Business, or (y) such Additional System
Document is provided for in the Approved Business Plan, or (z) the dollar value
of work to be performed pursuant to such Additional System Document does not
exceed $1,000,000 in any calendar year and the aggregate dollar value of work to
be performed pursuant to all Additional System Documents shall not exceed
$10,000,000 in any calendar year. The Company and the Foreign Affiliates shall
promptly furnish to the Creditor true and correct copies of all material
amendments, modifications, waivers, options, elections and with respect to the
System Documents.

     (b) None of Nextel International, the Company or any Foreign Affiliate
shall amend, supplement, or otherwise modify or waive compliance with any of the
provisions of its 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.


     Section 9.09. Loans; Advances. None of the Company or any Foreign Affiliate
shall make any guarantee, loan or advance to any Person except as follows:

          (a) Guarantees to the extent permitted by Section 9.02 hereof;

          (b) loans or advances to the extent permitted by Section 9.12 hereof;

          (c) Permitted Investments;

          (d) loans or advances among or between the Company and the
     Majority-Owned Foreign Affiliates;

          (e) additional guarantees, loans or advances, in an aggregate amount
     outstanding at any time not in excess of $1,000,000; and

          (f) loans or advances to the extent permitted by subsection 2.05(e)
     hereof.


     Section 9.10. Use of Funds. The Company and the Foreign Affiliates shall
not make expenditures which are not contemplated by the then current Approved
Business Plan; provided that the Company and the Foreign Affiliates may make
expenditures and investments in the development, operation, maintenance,
financing, acquisition and expansion of its System and Telecommunications
Business as well as investments to increase the Company's equity in Nextel S.A.

                                      -65-
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     Section 9.11. Transactions with Affiliates. None of the Company, Nextel
International or any Foreign Affiliate shall except for the transactions
contemplated by the Conditional Sale Agreements and the Management Agreements
and 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 a Majority-Owned Foreign Affiliate (any such
Affiliate, an "Arms-Length Affiliate"), or enter into any transaction directly
or indirectly with or for the benefit of any Arm's-Length Affiliate; provided,
that the Company or any other Foreign Affiliate 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 Company or Foreign Affiliate
as the monetary or business consideration which the Company or Foreign Affiliate
would obtain in a comparable arm's length transaction with a Person not an
Affiliate; provided, further, that the restrictions of this Section 9.11 shall
not apply to any transaction entered into by Nextel International with any
Affiliate which is not a Credit Party so long as such transaction could not
reasonably be expected to have a Material Adverse Effect on Nextel
International.


     Section 9.12. Changes in Business.

     (a) None of the Company or any Foreign Affiliate shall enter into or engage
in any business other than the ownership and operation of the System; provided
that, such Persons may (x) continue to engage in a Telecommunications Business
in which it is engaged on the Original Closing Date and (y) enter into or engage
in a Telecommunications Business (including by way of purchase of assets or
stock by merger or consolidation) other than ownership and operation of the
System if with respect to a new Telecommunications Business:

          (i) the entering into thereof could not reasonably be expected to have
     a Material Adverse Effect;

          (ii) all property associated with such business (including stock of
     any new companies owned wholly or in part by any such Credit Party) shall,
     to the maximum extent permitted by law, become part of the Collateral and
     the Company and the Foreign Affiliates shall take all required actions
     required by the Creditor in accordance with Section 8.13 hereof; and

          (iii) the Credit Documents shall be amended simultaneously with the
     entering into of such business to accomplish the matters referred to in the
     foregoing clause (ii) and to add any new "Credit Parties."

     (b) None of the Company and the Foreign Affiliates shall (i) make any
material change in its business or the System in the Major Market Areas, or (ii)
wind-up or liquidate or dissolve itself (or suffer any liquidation or
dissolution) or discontinue its business, except (x) with respect to a Foreign
Affiliate, the winding-up, liquidation or dissolution of which could not
reasonably be expected to have a Material Adverse Effect and (y) pursuant to the
Proposed Consolidation.


     Section 9.13. Prepayments. None of the Company or any Foreign Affiliate
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 evidenced by the Financing Note or the Bridge Line of
Credit.

                                      -66-
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     Notwithstanding the foregoing, the Company or any Foreign Affiliate may
make prepayments of Indebtedness incurred or permitted to exist hereunder in
accordance with the provisions of the Company Security Deposit Agreement and the
Nextel Ltda. Security Deposit Agreement.


     Section 9.14. Additional System Documents. No Credit Party (other than
Option Companies) shall enter into any Additional System Document unless in
connection therewith, the relevant Credit Party or Parties shall have delivered
a Consent to Assignment substantially in the form of Exhibit B to the Original
EFA (incorporated herein by reference).


     Section 9.15. 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 in respect of 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 9.16. Sale and Leaseback Transactions. None of the Company or any
Foreign Affiliate shall, directly or indirectly, enter into any sale and
leaseback transaction or any other arrangement with any Person providing for any
such Credit Party to lease or rent property that any such Credit Party has sold
or will sell or otherwise transfer to such Person.


     Section 9.17. New Subsidiaries. None of the Company or any ForeignAffiliate
shall, directly or indirectly, organize, create, acquire or permit to exist any
Subsidiary other than those Subsidiaries in existence on the Original Closing
Date and listed on Schedule 7.01(a) hereof and those Subsidiaries permitted by
Section 9.05 and subsection 9.12(a) hereof.


     Section 9.18. Restricted Assets and Option Companies. Subject to Section
8.15 hereof, none of the Company or any Foreign Affiliate shall grant any Lien
upon any Restricted Assets or pledge the quotas in the Option Companies to
anyone other than the Creditor.


     Section 9.19. Bank Accounts. The Company and Nextel Ltda. shall not create
or have any bank accounts other than those permitted under the Company Security
Deposit Agreement and the Nextel Ltda. Security Deposit Agreement. In addition,
the other Foreign Affiliates shall not create or have any bank accounts other
than those listed on Schedule 7.25 hereto unless either (i) such additional bank
account shall be subject to a security deposit agreement in form satisfactory to
the Creditor or (ii) all funds deposited in such additional bank account shall
be transferred directly to the Nextel Ltda. Receipt Account or the U.S. Receipt
Account on a daily basis.


     Section 9.20. Bankruptcy. Neither the Company nor any Foreign Affiliate
shall file a petition for bankruptcy. Each of the Company and Nextel
International shall cure any event which may trigger an Event of Default under
subsections 11.01(l), (m) and (n) hereto.

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SECTION 10. CONDITIONS PRECEDENT

     Section 10.01. Conditions to Previous Advances. The obligations of the
Creditor to make any Advance under the Original EFA (each, a "Previous Advance")
were subject to the fulfillment of the following conditions precedent (the
"Previous Advance Conditions"):

          (a) The Creditor's receipt of copies of each System Document (other
     than any Additional System Document) duly executed and delivered by each of
     the parties thereto, each certified by the Company to be true, complete, in
     full force and effect with no defaults existing thereunder, and executed
     copies of the Consents to Assignment in respect of each System Document
     other than the System Documents in respect of the Option Companies and the
     Leases.

          (b) All representations and warranties of the Credit Parties in
     Section 7 of the Original EFA being true and correct as of the date made
     and as of the date of each Previous Advance.

          (c) Company Documents. The Company:

               (i) having executed and delivered to the Creditor the Original
          EFA, the Company Security Deposit Agreement (under and as defined in
          the Original EFA), the Financing Note (under and as defined in the
          Original EFA), and the Conditional Sale Agreements.

               (ii) having executed and delivered to the Creditor the Company
          Security Agreement;

               (iii) having delivered acknowledgment copies of UCC-1 Financing
          Statements necessary to perfect a first priority security interest and
          evidence thereof;

               (iv) having delivered to the Creditor: (1) copies of, or
          certificates of the issuing companies with respect to, policies of
          insurance owned by the Company complying with the provisions of
          Section 8.07 of the Original EFA, together with endorsements thereto
          complying with the terms of the Company Security Agreement naming the
          Creditor (where applicable), in its capacity as such, as additional
          insured as its interests may have appeared; (2) evidence of the
          Company's liability insurance policies; and (3) evidence of such
          insurance being in full force and effect;

               (v) having executed and delivered to the Creditor the Company
          Quota Pledge Agreement, the Company Quota Voting Agreement, the
          Amendment to the Company Quota Pledge Agreement in the form of Exhibit
          N-4 to the Original EFA (incorporated herein by reference), the
          Company Share Pledge Agreements together with the certificates
          evidencing the capital

                                      -68-
   75
          stock pledged by it accompanied by stock powers endorsed in blank and
          irrevocable proxies relating thereto, the Company Share Voting
          Agreement, the Amendment to the Company Share Pledge Agreement in the
          form of Exhibit N-5 to the Original EFA (incorporated herein by
          reference), the Company Promise to Pledge Quotas, and duly complying
          with all of the terms and conditions thereof;

               (vi) having endorsed the Conditional Sale Notes in favor of the
          Creditor; and

               (vii) otherwise duly complying with all of the terms and
          conditions of the Security Documents to be executed by it.

          (d) Stockholder Guarantor Documents. Each Stockholder Guarantor:

               (i) having executed and delivered to the Creditor its respective
          Stockholder Guaranty (under and as defined in the Original EFA);

               (ii) having executed and delivered to the Creditor its
          Stockholder Guarantor Pledge Agreement, together with the certificates
          evidencing the capital stock pledged by it accompanied by stock powers
          endorsed in blank and irrevocable proxies relating thereto, and having
          duly complied with all of the terms and conditions thereof; and

               (iii) otherwise duly complying with all of the terms and
          conditions of the Security Documents to be executed by it.

          (e) Telcom Documents. Each of Telcom and the Telcom Entities:

               (i) having executed and delivered to the Creditor the Telcom
          Pledge Agreement together with the certificates evidencing the capital
          stock pledged by it accompanied by stock powers endorsed in blank and
          irrevocable proxies relating thereto, and having duly complied with
          all of the terms and conditions thereof; and

               (ii) otherwise duly complying with all of the terms and
          conditions of the Security Documents to be executed by it.

          (f) Nextel S.A. Documents. Nextel S.A:

               (i) having delivered the Nextel S.A. Promise to Pledge Quotas,
          the Foreign Affiliate Assignment of Rights and Obligations and the
          other documents referred to in subsection (h) of Section 10.01 of the
          Original EFA;

                                      -69-
   76
               (ii) having executed and delivered the Conditional Sale
          Agreements each being in substantially the form of Exhibit U to the
          Original EFA (incorporated herein by reference);

               (iii) having made all registrations applicable under Brazilian
          law, including the registration of the Conditional Sale Agreements
          required by the Brazilian Central Bank and those registrations
          necessary to perfect a first priority security interest and evidence
          thereof;

               (iv) having paid all documentary taxes and registration fees
          payable on the Security Documents attributed to it under the Central
          Bank registration; and

               (v) otherwise duly complying with all of the terms and conditions
          of the Security Documents to be executed by it.

          (g) Majority-Owned Foreign Affiliate Documents. Each of the
     Majority-Owned Foreign Affiliates:

               (i) having executed and delivered to the Creditor its Foreign
          Affiliate Guaranty;

               (ii) each of Nextel S.A. and Nextel Ltda. having executed and
          delivered to the Creditor its Foreign Affiliate Security Agreement,
          the Amendment to its Foreign Affiliate Security Agreement in the form
          of Exhibit Q-2 to the Original EFA (incorporated herein by reference)
          and the Foreign Affiliate Trademark Assignment Agreement;

               (iii) Nextel Ltda. having executed and delivered the Nextel Ltda.
          Security Deposit Agreement;

               (iv) having made all registrations under Brazilian law, including
          those necessary to perfect a first priority security interest in so
          much of the Collateral as is attributed to such Foreign Affiliate and
          evidence thereof;

               (v) having paid all documentary taxes and registration fees
          payable on the Security Documents attributed to such Foreign
          Affiliates;

               (vi) having delivered to the Creditor: (A) copies of, or
          certificates of the issuing companies with respect to, policies of
          insurance owned by such Foreign Affiliate complying with the
          provisions of Section 8.07 of the Original EFA, together with
          endorsements thereto complying with the terms of such Foreign
          Affiliate Security Agreement naming the Creditor (where

                                      -70-
   77
          applicable), in its capacity as such, as additional insured as its
          interests may have appeared; (B) evidence of such insurance being in
          full force and effect, and (C) certificates and summaries of such
          Foreign Affiliate's liability insurance policies;

               (vii) (A) with respect to Nextel Ltda. and Nextel S.A., having
          executed and delivered to the Creditor the Foreign Affiliate Quota
          Pledge Agreement, the Amendment to the Foreign Affiliate Quota Pledge
          Agreement in the form of Exhibit S-3 to the Original EFA (incorporated
          herein by reference), together with the Foreign Affiliate Voting
          Agreements, and duly complying with all of the terms and conditions
          thereof, and (B) with respect to Butler Gorge, having executed and
          delivered to the Creditor the Butler Gorge Promise to Pledge Quotas
          and duly complying with the terms and conditions thereof; and

               (viii) otherwise duly complying with all of the terms and
          conditions of the Security Documents to be executed by it.

          (h) The Creditor's receipt of the following documents (except as
     waived in writing by the Creditor):

               (i) with respect to each Credit Party, copies, certified by an
          Authorized Officer of such Credit Party, of the Articles of
          Incorporation (including amendments thereto reflecting the pledge of
          stock or quotas and exercise of the Options) and By-Laws of such
          Person (or other organizational documents), each as amended to the
          date of each Previous Advance, along with evidence with respect to
          such Person establishing the existence and good standing (where
          applicable) of such Person as of the date of each Previous Advance;

               (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 was a party as of the date of each Previous
          Advance and, with respect to the Company, the iDEN Equipment 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 was a
          party as of the date of each Previous Advance 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;

                                      -71-
   78
               (iii) a copy of the Company's and Nextel International's most
          recent audited and unaudited financial statements preceding each
          Previous Advance in conformity with Sections 8.02 and 8.03 of the
          Original EFA;

               (iv) copies, certified by the Corporate Secretary of the Company
          of each Governmental Approval necessary or advisable in connection
          with the execution, delivery, performance or enforceability of each of
          the Credit Documents as of the date of each Previous Advance and the
          iDEN Equipment and Service Agreements and the other System Documents,
          together with any application with respect thereto;

               (v) the opinion of Brazilian counsel to each Credit Party and the
          opinion of special United States counsel to the Company and each other
          Credit Party, each dated as of the date of the Original EFA and
          addressed to the Creditor, in the forms attached as Exhibits V-1 and
          V-2 to the Original EFA (incorporated herein by reference),
          respectively; and

               (vi) the opinion of Heng-Pin Kiang, General Counsel of Nextel
          International and the Company, dated as of the date of the Initial
          Advance and addressed to the Creditor.

          (i) The Creditor's receipt of the then current Approved Business Plan
     of the Company.

          (j) The Creditor's receipt of (i) a copy of each Governmental Approval
     set forth on Part I of Schedule 7.03(a) to the Original EFA and each
     License referred to in Schedule 7.03(b) to the Original EFA, certified by
     an Authorized Officer of the Company to be true, complete, in full force
     and effect, and administratively non-appealable as of such date, and an
     opinion of counsel selected by the Company and acceptable to the Creditor
     confirming the matters referred to in Section 7.03 of the Original EFA,
     together with (ii) a copy of each application referred to on Part II of
     Schedule 7.03(a) of the Original EFA submitted to any Governmental
     Authority.

          (k) The Creditor's receipt of a certificate of an Authorized Officer
     certifying that the Company had obtained, or would obtain in due course
     when needed, all easements, licenses, rights-of-way and any other rights
     expected to be necessary for the construction and operation of the System
     in the Major Market Areas.

          (l) The payment of all fees payable in connection with the
     transactions contemplated by the Original EFA.

          (m) Political Risk Insurance having been in full force and effect and
     all premiums and other costs associated therewith having been paid.

                                      -72-
   79
          (n) The Management Agreements having been amended and in form and
     substance satisfactory to the Creditor and side letters with respect
     thereto having been executed and delivered and in form and substance
     satisfactory to the Creditor in its sole discretion.

          (o) The Brazilian Central Bank having approved OPIC providing
     insurance in respect of the scheduled payments under the Conditional Sale
     Agreements.

          (p) The Creditor's receipt of the Nextel Side-Letter a post
     closing agreement in form and substance satisfactory to the Creditor in its
     sole discretion.

          (q) The letter in respect of subrogation rights in favor of OPIC
     having been executed and delivered.

          (r) The lease in respect of the MSO Site having been amended and in
     form and substance satisfactory to the Creditor in its sole discretion;

          (s) The Creditor having received a Request for Financing and a
     Drawdown Certificate pursuant to Section 2.02 of the Original EFA;

          (t) On and as of the date of each Previous Advance, (i) no Default,
     Event of Default or default under any Credit Document as of the date of the
     Initial Advance or any System Document having occurred and been continuing,
     (ii) there having been no adverse change in the financial condition, assets
     or operations of the Company or any other Credit Party which individually
     or in the aggregate could reasonably be expected to have a Material Adverse
     Effect, (iii) there having occurred no 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) affecting the business or properties of the Company or any
     other Credit Party which could reasonably be expected to have a Material
     Adverse Effect, (iv) there having been no change in the status of the
     matters disclosed on Schedule 7.12 to the Original EFA that individually or
     in the aggregate could reasonably have been expected to have a Material
     Adverse Effect, and (v) the Creditor having received a certificate of a
     duly Authorized Officer of the Company certifying as to the foregoing
     matters.

          (u) None of the following events having occurred: (i) Brazil or any
     Governmental Authority in Brazil having declared a moratorium on the
     payment of indebtedness by Brazil or any Governmental Authority in Brazil
     or corporations therein; (ii) Brazil having ceased to be a member in good
     standing of the International Monetary Fund or having 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 Brazil having become subject to any lien.

          (v) (i) The Creditor having received from the Company, each
     Majority-Owned Foreign Affiliate and Nextel International a list of all of
     the assets of such

                                      -73-
   80
     Credit Party (in the case of Nextel International such list being limited
     to any shares or quotas of record in respect of the Company and any Foreign
     Affiliates) and a certificate for an Authorized Officer of such Credit
     Party certifying to the accuracy and completeness of such list.

          (ii) Each Credit Party having amended its Security Documents as
     necessary to cover all personal property and fixtures acquired since the
     Original Closing Date and executing and delivering mortgages with respect
     to real property interests acquired since the Original Closing Date and
     having made all necessary registrations filings and recordings in order to
     create a first priority Lien in favor of the Creditor in such after
     acquired property and having paid all costs, charges and expenses
     incidental thereto.


     Section 10.02. Representation and Warranty as to Previous Advance
Conditions. The Company hereby represents and warrants that each of the Previous
Advance Conditions were (and remain) satisfied in full.


     Section 10.03. Conditions to Final Advance. The obligations of the Creditor
to make the Final Advance hereunder shall be subject to the fulfillment of the
following conditions precedent to the satisfaction of the Creditor on or prior
to the Drawdown Date:

          (a) All representations and warranties of the Credit Parties in
     Section 7 (and in Section 10.02) of this Agreement shall be true and
     correct as of the date made and as of the date of the Final Advance.

          (b) Company Documents. The Company:

               (i) shall have executed and delivered to the Creditor this
          Agreement, the Company Security Deposit Agreement and the Financing
          Note;

               (ii) shall have delivered acknowledgment copies of any UCC-1
          Financing Statements in addition to those delivered in connection with
          the Original EFA necessary to perfect the first priority security
          interest granted under the Company Security Agreement;

               (iii) shall have delivered to the Creditor (to the extent
          requested by the Creditor and not previously provided to the Creditor
          under the Original EFA): (1) copies of, or certificates of the issuing
          companies with respect to, policies of insurance owned by the Company
          complying with the provisions of Section 8.07, together with
          endorsements thereto complying with the terms of the Company Security
          Agreement naming the Creditor (where applicable), in its capacity as
          such, as additional insured as its interests may appear; (2) evidence
          of the Company's liability insurance policies; and (3) evidence of
          such insurance being in full force and effect; and

                                      -74-
   81
               (iv) shall have otherwise duly complied with all of the terms and
          conditions of the Security Documents executed or to be executed by it.

          (c) Stockholder Guarantor Documents. Each Stockholder Guarantor:

               (i) shall have executed and delivered to the Creditor its
          respective Stockholder Guaranty; and

               (ii) shall have otherwise duly complied with all of the terms and
          conditions of the Security Documents executed or to be executed by it.

          (d) Telcom Documents. Each of Telcom and the Telcom Entities shall
     have duly complied with all of the terms and conditions of the Security
     Documents executed by it.

          (e) Nextel S.A. Documents. Nextel S.A:

               (i) shall have made all registrations applicable under Brazilian
          law relating to or necessary under the Security Documents to which it
          is a party, including those necessary to perfect a first priority
          security interest in so much of the Collateral as is attributed to
          Nextel S.A. and evidence thereof;

               (ii) shall have paid all documentary taxes and registration fees
          payable on the Security Documents attributed to it under the Central
          Bank registration; and

               (iii) shall otherwise have duly complied with all of the terms
          and conditions of the Security Documents executed by it.

          (f) Majority-Owned Foreign Affiliate Documents. Each of the
     Majority-Owned Foreign Affiliates:

               (i) shall have made all registrations under Brazilian law,
          including those necessary to perfect a first priority security
          interest in so much of the Collateral as is attributed to such Foreign
          Affiliate and evidence thereof;

               (ii) shall have paid all documentary taxes and registration fees
          payable on the Security Documents attributed to such Foreign
          Affiliates;

               (iii) delivered to the Creditor (to the extent requested by the
          Creditor and not previously provided to the Creditor under the
          Original EFA): (A) copies of, or certificates of the issuing companies
          with respect to, policies of insurance owned by such

                                      -75-
   82
          Foreign Affiliate complying with the provisions of Section 8.07,
          together with endorsements thereto complying with the terms of such
          Foreign Affiliate Security Agreement naming the Creditor (where
          applicable), in its capacity as such, as additional insured as its
          interests may appear; (B) evidence of such insurance being in full
          force and effect, and (C) certificates and summaries of such Foreign
          Affiliate's liability insurance policies; and

               (iv) shall otherwise have duly complied with all of the terms and
          conditions of the Security Documents executed by it.

          (g) The Creditor shall have received the following documents (except
     as waived in writing by the Creditor):

               (i) with respect to each Credit Party that is executing one or
          more Credit Documents in connection with this Agreement, copies,
          certified by an Authorized Officer of such Credit Party, of the
          Articles of Incorporation (including amendments thereto reflecting the
          pledge of stock or quotas and exercise of the Options) and By-Laws of
          such Person (or other organizational documents), each as amended to
          the date of the Final Advance, along with evidence with respect to
          such Person establishing the existence and good standing (where
          applicable) of such Person sufficiently close in the reasonable
          determination of the Creditor to the date of the Final Advance;

               (ii) certificates of an Authorized Officer of each applicable
          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 any Credit
          Documents which it is executing in connection with this Agreement, and
          (ii) the authority, name, title and specimen signature of each
          individual authorized to execute the Credit Documents which it is
          executing in connection with this Agreement;

               (iii) a copy of the Company's and Nextel International's most
          recent audited and unaudited financial statements in conformity with
          Sections 8.02 and 8.03;

               (iv) (if the same have not previously been provided to the
          Creditor under the Original EFA) copies, certified by the Corporate
          Secretary of the Company of each Governmental Approval necessary or
          advisable in connection with the execution, delivery, performance or
          enforceability of each of the Credit Documents being executed in
          connection with this Agreement, together with any application with
          respect thereto;

                                      -76-
   83
               (v) the opinion of Brazilian counsel to each Credit Party and the
          opinion of special United States counsel to the Company and each other
          Credit Party, each dated as of the date hereof and addressed to the
          Creditor, in the forms attached hereto as Exhibits H-1 and H-2,
          respectively; and

               (vi) the opinion of counsel to Nextel International and the
          Company, dated as of the date of the Final Advance and addressed to
          the Creditor and in form and substance satisfactory to the Creditor in
          the Creditor's sole discretion.

          (h) The Creditor shall have received a current Approved Business Plan.

          (i) The Creditor shall have received (if the same has not previously
     been provided to the Creditor under the Original EFA) (i) a copy of each
     Governmental Approval set forth on Part I of Schedule 7.03(a) and each
     License referred to in Schedule 7.03(b), certified by an Authorized Officer
     of the Company to be true, complete, in full force and effect, and
     administratively non-appealable as of such date, together (if the same has
     not previously been provided to the Creditor under the Original EFA) with
     (ii) a copy of each application referred to on Part II of Schedule 7.03(a)
     submitted to any Governmental Authority.

          (j) The Creditor shall have received a certificate of an Authorized
     Officer certifying that the Company had obtained, or will obtain in due
     course when needed, all easements, licenses, rights-of-way and any other
     rights expected to be necessary for the construction and operation of the
     System in the Major Market Areas.

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

          (l) The Political Risk Insurance required hereunder shall be in full
     force and effect and all premiums and other costs associated therewith
     shall have been paid.

          (m) The Creditor shall have received a duly completed Request for
     Financing pursuant to Section 2 as to the Final Advance.

          (n) On and as of the date of the Final Advance, (i) no Default, Event
     of Default or default under any Credit Document or any System Document
     shall have occurred and be continuing, (ii) there shall have been no
     adverse change in the financial condition, assets or operations of the
     Company or any other Credit Party which individually or in the aggregate
     could reasonably be expected to have a Material Adverse Effect, (iii) no
     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) shall have occurred
     affecting the business or properties of the Company or any other Credit
     Party which could reasonably be expected to have a Material Adverse

                                      -77-
   84
     Effect, (iv) there shall have been no change in the status of the matters
     disclosed on Schedule 7.12 that individually or in the aggregate could
     reasonably have been expected to have a Material Adverse Effect, and (v)
     the Creditor shall have received a certificate of a duly Authorized Officer
     of the Company certifying as to the foregoing matters.

          (o) None of the following events shall have occurred: (i) Brazil or
     any Governmental Authority in Brazil having declared a moratorium on the
     payment of indebtedness by Brazil or any Governmental Authority in Brazil
     or corporations therein; (ii) Brazil having ceased to be a member in good
     standing of the International Monetary Fund or having 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 Brazil having become subject to any lien.

          (p) If necessary and only to the extent that the same has not already
     occurred, each Credit Party shall have amended its Security Documents as
     necessary to cover all personal property and fixtures acquired since the
     Original Closing Date and executed and delivered mortgages with respect to
     real property interests acquired since the Original Closing Date, and shall
     have made all necessary registrations filings and recordings in order to
     create a first priority Lien in favor of the Creditor in such after
     acquired property and shall have paid all costs, charges and expenses
     incidental thereto.


SECTION 11. EVENTS OF DEFAULT

     Section 11.01. Events of Default. Each of the following events shall
constitute an Event of Default hereunder:

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

          (b) The Company shall have defaulted in the payment of any interest on
     any of the Advances or any other amount (other than an amount referred to
     in clause (a) of this Section 11.01) payable under this Agreement, when and
     as the same shall become due and payable, and such failure shall continue
     unremedied for a period of three or more Business Days.

          (c) Any written representation or warranty made by the Company or any
     other Credit Party herein or in any other Credit Document or otherwise in
     connection herewith or therewith shall prove to have been incorrect or
     misleading in any material respect as of the time it was made or deemed to
     have been made or any certificate or opinion furnished pursuant to any of
     the Credit Documents proves to have been false or misleading in any
     material respect as of its date; provided, that the foregoing shall not
     constitute an Event of Default hereunder in respect of any representation
     or warranty made by any Credit Party on behalf of

                                      -78-
   85
     an Option Company unless such incorrectness could reasonably be expected to
     have a Material Adverse Effect, in the sole determination of the Creditor.

          (d) The Company shall, without the prior written consent of the
     Creditor, have used the proceeds of any of the Advances for a purpose other
     than that specified in Section 2.08 hereof.

          (e) (i) Any Stockholder Guarantor, the Company or any Foreign
     Affiliate shall fail to observe or perform any covenant, condition or
     agreement covered in Sections 8.06, 8.08, 8.12, 8.16, 8.17 and 8.19 and
     Section 9 of this Agreement; provided that the foregoing shall not
     constitute an Event of Default hereunder in respect of any failure by any
     Credit Party to cause observance or performance by an Option Company unless
     such failure could reasonably be expected to result in a Material Adverse
     Effect, in the sole determination of the Creditor, (ii) the Company shall
     fail to observe or perform any covenant, condition or agreement covered in
     Sections 1, 2, 3 and 8 of the Company Security Deposit Agreement, and (iii)
     Nextel Ltda. shall fail to observe or perform any covenant, condition or
     agreement contained in Sections 1, 2, 3 and 8 of the Nextel Ltda. Security
     Deposit Agreement.

          (f) 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 (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 Creditor.

          (g) Any Governmental Approval (including, without limitation,
     registration with the Brazilian Central Bank) 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 and 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 the Company or the Foreign
     Affiliates, or any license or concession part thereof which, in the
     reasonable opinion of the Creditor, shall have been terminated, revoked,
     suspended, withdrawn, withheld, or adversely modified or restricted which
     termination, revocation, suspension or such other action could reasonably
     be expected to have a Material Adverse Effect or a proceeding shall have
     been initiated by or before,

                                      -79-
   86
     or any action shall have been taken by a court of competent jurisdiction,
     or other Governmental Authority which in the reasonable opinion of the
     Creditor, 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 the Company or any of the
     Foreign Affiliates 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 Company to perform any
     payment obligation under the Credit Documents or any Stockholder Guarantor
     to perform its obligations under its Stockholder Guaranty or any
     Majority-Owned Foreign Affiliate to perform its obligations under its
     Foreign Affiliate Guaranty; provided, that the foregoing shall not
     constitute an Event of Default in respect of any Stockholder Guarantor
     other than Nextel International if, within five (5) Business Days after
     notice thereof by the Creditor to Nextel International, Nextel
     International shall have assumed the liability of such Stockholder
     Guarantor under the Nextel International Guaranty.

          (j) Any of the Company, any Stockholder Guarantor or any Foreign
     Affiliate 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 in the aggregate principal
     amount to or greater than $1,000,000 in the case of the Company or any
     Foreign Affiliate, or $10,000,000 in the case of Nextel International or
     any Stockholder Guarantor, 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, that the
     foregoing shall not constitute an Event of Default in respect of any
     Stockholder Guarantor other than Nextel International if, within five (5)
     Business Days after notice thereof by the Creditor to Nextel International,
     Nextel International shall have assumed the liability of such Stockholder
     Guarantor under the Nextel International Guaranty.

          (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 in excess of $1,000,000 or its equivalent in any
     currency shall have been entered against the Company and not paid and
     discharged, dismissed or stayed within 30 days.

          (l) Any of the Stockholder Guarantors, the Company or the Foreign
     Affiliates 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,

                                      -80-
   87
     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 of the Stockholder Guarantors, the Company or the Foreign
     Affiliates shall become unable, admit in writing or fail generally to pay
     its debts as they become due;

          (n) Any of the Stockholder Guarantors, the Company or the Foreign
     Affiliates 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 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 Creditor shall fail at any time to have a valid and Perfected
     Lien on, subject to no prior or equal Liens other than Permitted Liens, any
     portion of the Collateral.

          (q) There is an actual or threatened claim by any Person other than
     any Motorola Entity which would have the effect of creating a Lien over the
     Collateral, other than Permitted Liens.

          (r) The Political Risk Insurance ceases to be in full force and effect
     for whatever reason and the Company shall fail to remedy the situation for
     a period of thirty or more days.

                                      -81-
   88
          (s) 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 to the PBGC in excess of $1,000,000.

          (t) 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.

          (u) 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.

          (v) There shall have occurred an Event of Abandonment.

          (w) Nextel International shall have ceased to own, free of any liens
     (other than Liens arising under the Credit Documents), and maintain,
     directly or indirectly, 51% of the outstanding capital stock of the
     Company.

          (x) There shall have occurred any change (direct or indirect) of
     ownership of the Company which results in Nextel International ceasing to
     have a controlling interest in the Company or the Company ceasing to have a
     controlling interest in the Foreign Affiliates.

          (y) Nextel International shall have ceased to have and to exercise
     actual control of the day to day operations of the Company and the Foreign
     Affiliates.

          (z) This Agreement, the Financing Note, any Stockholder Guaranty, any
     Foreign Affiliate Guaranty, 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.


     Section 11.02. Remedies.

     (a) Except as described in the immediately succeeding sentence, if an Event
of Default described in subsections 11.01(l), (m) and (n) hereof with respect to
the Company or any such other Credit Party shall have occurred, then (i) the
Remaining Commitment shall automatically be terminated and the obligation of the
Creditor 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 Company. If any other Event of Default shall have occurred, then
at any time thereafter, if any such event shall then be continuing, the Creditor
may, by written notice to the Company, (i) declare the Remaining

                                      -82-
   89
Commitment to be terminated whereupon the obligation of the Creditor 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 Company. Upon the occurrence of any Event of
Default, the Creditor shall have, in addition to any other rights and remedies
contained in this 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 Brazil 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 and
the other Credit Documents, the Creditor's remedies upon the occurrence and
during the continuance of an Event of Default shall include (i) a right to apply
or require the Company to apply for any necessary orders or licenses in
connection with the operation or abandonment of the System, the
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 in order to manage, protect and preserve the System, the
Telecommunications Business and all other equipment, property and other
collateral and to continue the operation of the business of 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 System,
the Telecommunications Business and such equipment, property and assets
mortgaged or pledged to the Creditor.

     (c) The Company agrees, in case an Event of Default shall be existing and
upon the Creditor's request, to assemble, at its expense, all equipment
constituting a part of the Collateral at a convenient place acceptable to the
Creditor and to pay all the Creditor's costs of collection of all amounts due,
and enforcement of all rights hereunder, including reasonable attorney's fees
and legal expenses, and expenses of any repairs to any realty or other property
to which any of such equipment may be affixed or be part. Upon an Event of
Default, the Creditor may, to the fullest extent permitted by applicable law,
without notice, advertisement, hearing or process of law of any kind (i) to the
extent permitted by law, enter upon any premises where any of the equipment
constituting part of the Collateral may be located and take possession of and
remove such equipment, (ii) sell any or all of such equipment, free of all
rights and claims of the Company therein and thereto, at any public or private
sale, and (iii) to the extent permitted by law, bid for and purchase any or all
of such equipment at any such sale.

     (d) The Creditor may, upon the occurrence and during the continuance of an
Event of Default, without demand and without advertisement or notice, all of
which the Company waives 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 Creditor deems
advisable, in its sole discretion and/or collect or enforce the collection of,
the Collateral; provided, however that method, manner, time, place and terms of
any sale must be commercially reasonable and the Creditor 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 Creditor, the Company shall
pay the Creditor all reasonable costs and expenses incurred by the Creditor
including attorney's fees and court costs, to obtain, liquidate and/or enforce
payment of Collateral

                                      -83-
   90
obligations, or in the prosecution or defense of any action or proceeding
against the Creditor concerning any matter arising out of or connected with the
Credit Documents or the Collateral.

     (e) In connection with the enforcement by the Creditor of any remedies
available to it as a result of any Event of Default, the Company and Nextel
International shall join and cooperate fully with the Creditor 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 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
System or the Telecommunications Business 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
System, the Telecommunications Business and the operation thereof.

     (f) In connection with the foregoing remedies, the Company and Nextel
International shall take such further actions and execute all such instruments
as the Creditor deems necessary. The Company agrees that the Creditor may
enforce any obligation of the Company as set forth in this Agreement by an
action for specific performance.

     (g) The Creditor may (but shall not be obligated to) make advances to
preserve, protect or obtain any of the Collateral, including advances to pay
taxes, insurance and the like, and all such advances shall become part of the
obligations owing to the Creditor hereunder and shall be repayable to the
Creditor with interest thereon from the date of such advance until paid at the
rate per annum of 2% above the average interest rate applicable to the Financing
Note on the date of such advance.

     (h) The Creditor shall be deemed to have exercised reasonable care in the
custody and preservation of any of the Collateral in its possession if it takes
such action for that purpose as the Company requests in writing, but failure of
the Creditor to comply with any such request shall not of itself be deemed a
failure to exercise reasonable care, and no failure of the Creditor to preserve
or protect any rights with respect to such Collateral against prior parties, or
to do any act with respect to the preservation of such Collateral not so
requested by the Company, shall be deemed a failure to exercise reasonable care
in the custody or preservation of such Collateral.

     (i) All moneys received by the Creditor pursuant to any right given or
action taken under Section 11 of this Agreement shall be applied as follows:

          FIRST -- To the reimbursement to the Creditor of all reasonable
     expenses and costs of litigation and of any proceedings resulting in the
     collection of such moneys, including, without limitation, attorney's fees,
     receivership, collection, maintenance, improvements and other acts of
     administration and sale of properties;

          SECOND -- To the payment of the unpaid principal of and interest on
     any Advance which shall have become due and payable and other fees, costs
     and expenses which the Company is required to pay from time to time to the
     Creditor under or pursuant to this Agreement or any other Credit Document,
     as well as all

                                      -84-
   91
     other obligations, covenants, undertakings and liabilities of the Company
     to the Creditor arising out of or in connection with this Agreement or any
     other Credit Document, which shall have become due and payable in such
     order as the Creditor may decide; and

          THIRD -- The balance, if any, shall be delivered and paid to the
     Company.

     (j) In addition to its rights with respect to the Collateral hereunder,
upon the occurrence of an Event of Default, the Creditor may seek payment of the
outstanding obligations from the Stockholder Guarantors or the Foreign
Affiliates. The Creditor shall not, however, proceed to liquidate the Collateral
hereunder and under the Stockholder Guaranties and the Foreign Affiliate
Guaranties in excess of the amount which the Creditor reasonably determines will
be necessary to satisfy the outstanding obligations which have become due and
payable, provided, that the Creditor may continue so to liquidate until all
outstanding obligations which have become due and payable have been satisfied in
full.

     (k) The Creditor may exercise any and all of its remedies under the
Security Documents, the Stockholder Guaranties and the Foreign Affiliate
Guaranties contemporaneously or separately from the exercise of any other
remedies hereunder or with respect to any Collateral.


     Section 11.03. Cumulative Rights. No failure or delay on the part of the
Creditor in exercising any right, power or remedy accruing to it upon any breach
or default of the Company 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
Creditor shall be cumulative and not alternative.


     Section 11.04. Waiver of Demand. DEMAND, PRESENTMENT, PROTEST AND NOTICE OF
DEMAND, PRESENTMENT, PROTEST AND NONPAYMENT ARE HEREBY WAIVED TO THE EXTENT
PERMITTED BY LAW BY THE COMPANY. THE COMPANY ALSO WAIVES THE BENEFIT OF ALL
VALUATION, APPRAISAL AND EXEMPTION LAWS TO THE EXTENT PERMITTED BY LAW.


     Section 11.05. Waiver of Notice. IN THE EVENT OF AN EVENT OF DEFAULT, THE
COMPANY HEREBY WAIVES 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. THE COMPANY ACKNOWLEDGES
THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS
TRANSACTION AND THIS AGREEMENT.

                                      -85-
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SECTION 12. MISCELLANEOUS

     Section 12.01. Waiver of Sovereign Immunity. To the extent that the
Company, Nextel International, the Foreign Affiliates or any of their respective
assets has or hereafter may acquire any right to immunity from suit, set-off,
legal proceedings generally, attachment prior to judgment, attachment in aid of
execution or other attachment or execution of judgment on the grounds of
sovereignty or otherwise, each of the Company and Nextel International 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 12.02. Venue for Suit. Each of the Company and Nextel International
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
exclusively 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, unless
the Creditor otherwise elects, and by execution and delivery of this Agreement,
each of the Company and Nextel International 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 Company and Nextel International 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 Company and Nextel International 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 New York, which service
may be made on any such designee, appointee and agent in accordance with legal
procedures prescribed for such courts. Each of the Company and Nextel
International 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 Company or Nextel
International (as appropriate) 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 12.02. Each of the Company and Nextel International 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 the Company or Nextel International (as
appropriate) in accordance with this Section 12.02 or to its then designee,
appointee or agent for service. If service is made upon such designee, appointee
and

                                      -86-
   93
agent, a copy of such process, summons, notice or document shall also be
provided to the Company or Nextel International (as appropriate), by registered
or certified mail, or overnight express air courier, provided that failure to
provide such copy to the Company or Nextel International (as appropriate) shall
not impair or affect in any way the validity of such service or any judgment
rendered in such action or proceedings. Each of the Company and Nextel
International agrees that service upon the Company or Nextel International (as
appropriate) or any such designee, appointee and agent as provided for herein
shall constitute valid and effective personal service upon the Company or Nextel
International (as appropriate) with respect to matters contemplated in this
Section 12.02 and that the failure of any such designee, appointee and agent to
give any notice of such service to the Company or Nextel International (as
appropriate) 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 Creditor to
commence proceedings against the Company or Nextel International (as
appropriate) in any other venue where assets of the Company or Nextel
International (as appropriate) may be found.


     Section 12.03. 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 (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND
EXCLUDING ALL OTHER CHOICE-OF-LAW AND CONFLICTS-OF-LAWS RULES).


     Section 12.04. 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, I the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired.


     Section 12.05. Binding Effect; Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the Company, the Creditor and their
respective successors and assigns, provided, that the Company shall not have the
right to assign or transfer its rights or obligations hereunder except with the
prior written consent of the Creditor.

     The Creditor may assign its rights and obligations under this Agreement
(including all or a portion of the Remaining Commitment and the Advances at the
time owing to it without the consent of the Company (the "Syndication"). The
Creditor may request the Company and Nextel International to assist in the
Syndication as contemplated by this Section.

     In addition to and without limiting the foregoing, the Creditor may,
without the consent of the Company, sell participations to one or more banks or
other entities (a "Participant") in all or a portion of the Creditor's rights
and obligations under this Agreement (including all or a portion of the
Remaining Commitment and the Advances owing to it); provided that (i) the
Creditor's obligations under this Agreement shall remain unchanged, (ii) the
Creditor shall remain solely responsible to the other parties hereto for the
performance of such obligations, and (iii) the Company shall continue to deal
solely and directly with the Creditor in connection with the Creditor's rights
and obligations under this Agreement. Any agreement or instrument pursuant to
which the Creditor sells such a participation shall provide that the Creditor
shall

                                      -87-
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retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement.

     Each of the Company and Nextel International agrees to cooperate with the
Creditor in connection with any Syndication. Such cooperation will include, if
requested by the Creditor, (i) making senior officers of the Company and Nextel
International available for a meeting with prospective assignees, the Creditor
and its agents, and (ii) providing such other assistance as may be reasonably
requested by the Creditor and such agents (including providing information to
and responding to questions from prospective assignees with respect to the
operations, business plans and other matters relating to the Company's and each
other Credit Party's business on a timely basis and in any manner reasonably
requested by the Creditor).


     Section 12.06. Entire Agreement; Amendments. 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. Any amendment to this Agreement shall be in writing signed by
or on behalf of the party to be bound or burdened thereby.


     Section 12.07. Notices. All communications and notices provided for
hereunder shall be in writing and shall be personally delivered or transmitted
by postage prepared registered mail (airmail if international) or by telefax as
follows:

     To the Company:            McCaw International (Brazil), Ltd.
                                c/o Nextel International, Inc.
                                10700 Parkridge Blvd.; Suite 600
                                Reston, Virginia  20191
                                Attention: Chief Financial Officer
                                Fax No.: 703-390-5111

     with copies to:            Nextel International, Inc.
                                2001 Edmund Halley Drive
                                Reston, VA 20191
                                Attention: Legal Department
                                Fax No.: 703-433-4035

     and:                       Nextel S.A.
                                Ave. Maria Coelho Aguiar-215
                                Bloco D - 7o Andar
                                5808-900 Sao Paulo, SP, 5808-901 Brasil
                                Attention: Legal Department
                                Fax No.: 55 11 3748 1215

     To the Creditor            Motorola Credit Corporation
                                1301 East Algonquin Road
                                Schaumburg, Illinois 60196-1065
                                Attention: Gary B. Tatje
                                Fax No.: (847) 538-2279

                                      -88-
   95
     with a copy to:            Motorola Inc.
                                Law Department
                                1303 East Algonquin Road
                                Schaumburg, Illinois 60196-1079
                                Attention: Finance Counsel
                                Fax No.: (847) 538-3775

     To the Vendor:             Motorola, Inc.
                                1301 East Algonquin Road
                                Schaumburg, Illinois 60196-1065
                                Attention: Ed Jacobs
                                Fax No.: (847) 538-4344

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 15 days after posting if mailed.


     Section 12.08. Right of Set-Off. The Creditor 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 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 12.09. 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 12.10. Proposed Consolidation. The Creditor and the Company agree
that the Proposed Consolidation may be consummated, so long as such consummation
is in full compliance with the conditions set forth in Section 9.05 hereof.


     Section 12.11. [Reserved]


     Section 12.12. Confidentiality. Each of the Company, Nextel International
and the Creditor hereby agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its Affiliates, directors, officers, employees and agents, 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 12.12, to any assignee of or participant in, or any prospective
assignee of or participant in, any of its rights or

                                      -89-
   96
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 12.12 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 12.12, "Information" means all information
received from any of the parties hereto relating to any of the Credit Parties,
the Creditor 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 October 31, 1997, 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 12.12
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 12.13. Term of Agreement. This Agreement shall continue in full
force and effect, and be binding upon the Company, until all of the Obligations
have been fully and indefeasibly paid and performed whereupon this Agreement
shall terminate. Notwithstanding the foregoing, all the indemnification
provisions shall survive and all other provisions which by their terms survive
termination shall so survive.

                                      -90-
   97
     IN 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:                                    MCCAW INTERNATIONAL (BRAZIL), LTD.


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:



Creditor:                                   MOTOROLA CREDIT CORPORATION


                                            By:
                                               ---------------------------------
                                            Name: Gary B. Tatje
                                            Title: Vice President


Acknowledged and agreed:

NEXTEL INTERNATIONAL, INC.


By:
   ------------------------------
Name:
Title:



                [Signature Page to Equipment Financing Agreement]

                                      -91-

EX-10.7

   1
                                                                    EXHIBIT 10.7



                                 AMENDMENT NO. 5

     AMENDMENT NO. 5 dated as of June 20, 2000 between Nextel Argentina S.R.L.
(the "Borrower") and the parties below the title "Lenders" on the signature
pages hereof (the "Lenders").

     The Borrower, the Subsidiary Guarantors named therein, the Lenders and The
Chase Manhattan Bank, as Administrative Agent, are parties to a Credit Agreement
dated as of February 27, 1998 (as amended by Amendment No. 1 and Waiver dated as
of May 8, 1998, Amendment No. 2 dated as of September 30, 1998, Amendment No. 3
dated as of May 12, 1999, Amendment No. 4 dated as of December 8, 1999 and as
further modified, supplemented and in effect from time to time, the "Credit
Agreement") and wish to amend certain provisions of the Credit Agreement.

     Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     Section 1. Definitions. Terms defined in the Credit Agreement are used
herein as defined therein.

     Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 3 hereof, the Lenders hereby agree that the
Credit Agreement shall be amended as follows:

     2.01. Definitions. The definition of "Equity Capital" in Section 1.01 of
the Credit Agreement is hereby amended to read in its entirety as follows:

          "Equity Capital" means (i) the amount of cash consideration paid to
     the Borrower in exchange for newly-issued Capital Stock of the Borrower,
     (ii) the amount of any irrevocable contribution of cash to the Borrower in
     respect of its Capital Stock made by any then-existing equityholder, (iii)
     the value of equipment contributed directly or indirectly through the
     Parent by the Parent Shareholder to the Borrower, in respect of its Capital
     Stock, so long as such equipment is newly manufactured and has been
     purchased by the Parent Shareholder from third party vendor(s), not an
     Affiliate, within 30 days prior to the date of delivery of such equipment
     to the Borrower and (iv) the value of payments made by the Parent
     Shareholder to third party vendors in respect of software, software design
     and software licensing utilized by the Borrower and its Subsidiaries and
     set forth in a certification to such effect delivered to the Administrative
     Agent and signed jointly by an officer of the Parent Shareholder and the
     Borrower, provided that the aggregate amount of such payments during any
     single fiscal year that may be treated as Equity Capital shall not exceed
     U.S. $3.000,000. For purposes hereof, the value of any equipment
     contributed to the Borrower as contemplated by the foregoing clause (iii)
     shall be valued at the purchase price therefor reflected on the invoice of
     the respective vendor,


                                 Amendment No. 5
   2
     and the value of any software, software design and software licensing
     referred to in the foregoing clause (iv) shall be the amount thereof
     determined in good faith as being properly allocable to the Borrower and
     its Subsidiaries as set forth in the officers' certificate referred to in
     said clause (iv).

     2.02. Financial Covenants. Section 7.08 of the Credit Agreement is hereby
amended to read in its entirety as follows:

     "SECTION 7.08. Certain Financial Covenants.

          (a) Leverage Ratio. The Borrower will not permit the Leverage Ratio to
     exceed the following respective ratios at any time during the following
     respective periods:



                        Period                         Ratio
                        ------                         -----
                                                  
               From March 31, 2002
                through June 29, 2002                22.00 to 1

               From June 30, 2002
                through September 29, 2002           10.00 to 1

               From September 30, 2002
                through December 30, 2002             5.50 to 1

               From December 31, 2002
                and at all times hereafter            3.50 to 1


          (b) Interest Coverage Ratio. The Borrower will not permit the Interest
     Coverage Ratio to be less than the following respective ratios at any time
     during the following respective periods:



                        Period                         Ratio
                        ------                         -----
                                                  
               From March 31, 2002
                through June 29, 2002                0.30 to 1

               From June 30, 2002
                through September 29, 2002           0.65 to 1

               From September 30, 2002
                through December 30, 2002            1.20 to 1

               From December 31, 2002
                and at all times hereafter           2.00 to 1



          (c) Capital Expenditures. The Borrower will not permit the aggregate
     cumulative amount of Capital Expenditures by the Borrower and its
     Subsidiaries for any period commencing on January 1, 1999 and ending on any
     of the dates set forth below to exceed


                                 Amendment No. 5

                                      -2-
   3
     the following respective amount set forth below opposite such date (as such
     amounts shall be adjusted in accordance with the proviso set forth below):



                Date                              Cumulative Amount
                ----                              -----------------
                                               
          December 31, 1999                       U.S. $ 58,700,000

          December 31, 2000                       U.S. $150,000,000

          December 31, 2001                       U.S. $195,000,000

          December 31, 2002                       U.S. $220,000,000

          March 31, 2003                          U.S. $225,000,000


     provided that (i) the Borrower may irrevocably reduce the aggregate
     permitted amount of cumulative Capital Expenditures as at any date by
     delivery to the Administrative Agent and each Lender of a notice (which
     shall be titled "Notice of Capital Expenditure Reduction") specifying a new
     reduced permitted amount of Capital Expenditures as at such date and (ii)
     the Borrower may permit the aggregate amount of Capital Expenditures to
     exceed the respective amounts set forth above (or as reduced pursuant to
     the foregoing clause (i)) to the extent that investments are made in the
     Equity Capital of the Borrower pursuant to the Capital Subscription
     Agreement in an aggregate amount equal to such excess amounts (in addition
     to the amounts of Equity Capital required to be invested pursuant to
     Section 7.08(f) and contributed pursuant to Section 7.08(g)).

          (d) Minimum Subscribers. The Borrower will not permit the aggregate
     number of Subscribers to be less than the following respective numbers for
     the following respective periods:



                                                       Minimum Number
                Period                                 of Subscribers
                ------                                 --------------
                                                    
          From March 31, 2000
          through June 29, 2000                            60,000

          From June 30, 2000
          through September 29, 2000                       70,000

          From September 30, 2000
          through December 30, 2000                        80,000

          From December 31, 2000
          through March 30, 2001                           92,000

          From March 31, 2001
          through June 29, 2001                           102,000



                                 Amendment No.5

                                      -3-
   4



                                                          Minimum Number
            Period                                        of subscribers
            ------                                        --------------
                                                       
     From June 30, 2001
      through September 29, 2001                              116,000

     From September 30, 2001
      through December 30, 2001                               131,000

     From December 31, 2001
      through March 30, 2002                                  147,000

     From March 31, 2002
      through June 29, 2002                                   164,000

     From June 30, 2002
      through September 29, 2002                              181,000

     From September 30, 2002
      through December 30, 2002                               199,000

     From December 31, 2002
      and at all times thereafter                             218,000


          (e) Minimum Revenues. The Borrower will not permit the aggregate
     amount of the revenues of the Borrower and its Subsidiaries from the
     operation of its network system for any period of four consecutive quarters
     ending during the following respective periods to be less than the
     following respective amounts:



            Period                                           Amount
            ------                                           ------
                                                      
     From March 31, 2000
      through June 29, 2000                              U.S.$40,000,000

     From June 30, 2000
      through September 29, 2000                         U.S.$48,000,000

     From September 30, 2000
      through December 30, 2000                          U.S.$55,000,000

     From December 31, 2000
      through March 30, 2001                             U.S.$62,000,000

     From March 31, 2001
      through June 29, 2001                              U.S.$69,000,000

     From June 30, 2001
      through September 29, 2001                         U.S.$78,000,000



                                 Amendment No.5

                                      -4-
   5


              Period                                         Amount
              ------                                         ------
                                                     
     From September 30, 2001
      through December 30, 2001                         U.S.$ 88,000,000

     From December 31, 2001
      through March 30, 2002                            U.S.$ 98,000,000

     From March 31, 2002
      through June 29, 2002                             U.S.$110,000,000

     From June 30, 2002
      through September 29, 2002                        U.S.$123,000,000

     From September 30, 2002
      through December 30, 2002                         U.S.$136,000,000

     From December 31, 2002
      and at all times hereafter                        U.S.$150,000,000


          (f) Equity Contributions. By each of the dates set forth below, as
     more particularly provided in Section 2 of the Capital Subscription
     Agreement, the aggregate amount of investments in the Equity Capital of the
     Borrower (together with funds on deposit in the Equity Contribution
     Account) made by the Parent on or after January 1, 1999 shall be in a
     cumulative amount at least equal to the amount as set forth below opposite
     such dates (as such amounts shall be adjusted in accordance with the
     proviso set forth below; such amounts including the amount of Equity
     Capital contributed on or after January 1, 1999 but prior to the Amendment
     No. 3 Effective Date, but excluding any Equity Capital permitted to be
     contributed pursuant to Section 7.08(g)):



                      Date                                  Amount
                      ----                                  ------
                                                    
     Amendment No. 3 Effective Date                    U.S.$ 65,500,000

     December 31, 1999                                 U.S.$ 83,500,000

     March 31, 2000                                    U.S.$ 90,500,000

     June 30, 2000                                     U.S.$135,000,000

     September 30, 2000                                U.S.$180,000,000

     December 31, 2000                                 U.S.$218,000,000

     March 31, 2001                                    U.S.$242,000,000

     June 30, 2001                                     U.S.$275,000,000

     September 30, 2001                                U.S.$306,000,000



                                 Amendment No.5

                                      -5-
   6



                Date                                   Amount
                ----                                   ------
                                               
          December 31, 2001                       U.S.$328,000,000

          March 31, 2002                          U.S.$346,000,000

          June 30, 2002                           U.S.$362,000,000

          September 30, 2002                      U.S.$406,000,000

          December 31, 2002                       U.S.$445,000,000


     provided that the amount set forth above for any date shall be reduced or
     increased by the amounts set forth below in the event any of the following
     conditions shall be met (reductions and increases in the following clauses
     (i) and (ii) each to be independent of the other):

               (i) in the event that the Borrower shall elect to reduce the
          cumulative permitted amount of Capital Expenditures through any
          December 31 as contemplated by clause (i) of Section 7.08(c) by
          sending a "Notice of Capital Expenditure Reduction" to the
          Administrative Agent and the Lenders as provided therein, then the
          amount of required New Equity Contributions as at said December 31 and
          each date set forth in the schedule above after such December 31 shall
          be reduced by an equivalent amount; and

               (ii) in the event that the cumulative amount of EBITDA for the
          period (treated for these purposes as a single accounting period)
          commencing on January 1, 2000 through and including the fiscal quarter
          ending on any date set forth in the schedule below shall (x) be
          greater than the projected EBITDA for such period set forth in the
          schedule below, then the amount of required New Equity Contributions
          as at said date and each date set forth in the schedule above after
          such date shall be reduced by an equivalent amount and (y) be less
          than the projected EBITDA for such period set forth in the schedule
          below, then the amount of required New Equity Contributions as at said
          date and each date set forth in the schedule above after such date
          shall be increased by an equivalent amount:



            Period Ending                              Amount
            -------------                              ------
                                               
          March 31, 2000                          U.S.$ (3,653,390)

          June 30, 2000                           U.S.$(12,113,100)

          September 30, 2000                      U.S.$(17,449,154)

          December 31, 2000                       U.S.$(22,606,002)

          March 31, 2001                          U.S.$(25,675,686)



                                 Amendment No.5

                                      -6-
   7



              Period Ending                                    Amount
              -------------                                    ------
                                                       
          June 30, 2001                                   U.S.$(27,151,089)

          September 30, 2001                              U.S.$(27,333,601)

          December 31, 2001                               U.S.$(26,306,524)

          March 31, 2002                                  U.S.$(24,903,776)

          June 30, 2002                                   U.S.$(21,556,744)

          September 30, 2002                              U.S.$(16,236,247)

          December 31, 2002                               U.S.$ (8,771,888)


          (g) Cure of Event of Default. Without limiting the obligations of the
     Borrower under Sections 7.08(a), (b) and (e), a breach by the Borrower as
     of the last day of any fiscal quarter or any fiscal year of its obligations
     under said Sections shall not constitute an Event of Default hereunder
     until the date (the "Cut-Off Date") which is the earlier of the date thirty
     days after (a) the date the financial statements for the Borrower and its
     Subsidiaries with respect to such fiscal quarter or fiscal year, as the
     case may be, are delivered pursuant to Section 6.01(a) or 6.01(b) or (b)
     the latest date on which such financial statements are required to be
     delivered pursuant to Section 6.01(a) or 6.01(b), provided that, if
     following the last day of such fiscal quarter or fiscal year and prior to
     the Cut-Off Date, the Borrower shall have received Equity Contributions in
     an amount sufficient to bring the Borrower into compliance with said
     Sections 7.08(a), (b) and (e), assuming that the Leverage Ratio, Interest
     Coverage Ratio or amount of the revenues (as the case may be), as of the
     last day of such fiscal quarter or fiscal year, as the case may be, were
     recalculated by adding the amount of such Equity Contributions to (i) the
     denominator of the Leverage Ratio (after giving effect to the
     multiplication set forth in the definition thereof), (ii) the numerator of
     the Interest Coverage Ratio (after giving effect to the multiplication set
     forth in the definition thereof) or (iii) the amount of the revenues of the
     Borrower and its Subsidiaries, then such breach or breaches shall be deemed
     to have been cured; provided, further, that breaches of Sections 7.08(a),
     (b) or (e) hereof may not be deemed to be cured pursuant to this Section
     7.08(g) (x) more than twice during the term of this Agreement or (y) during
     consecutive fiscal quarters."


     Section 3. Conditions Precedent. The amendments to the Credit Agreement set
forth in Section 2 hereof shall become effective upon the date (the "Amendment
No. 5 Effective Date") on which the following conditions are satisfied, each to
the satisfaction of the Administrative Agent:

          (a) Execution. This Amendment No. 5 shall have been duly executed and
     delivered by each of the Borrower and the Lenders constituting the Required
     Lenders, and the Consent and Agreement to Amendment set forth on the
     signature pages below by each of the Relevant Parties shall have been duly
     executed and delivered by each of the Relevant Parties.


                                 Amendment No. 5

                                      -7-
   8
          (b) Capital Subscription Agreement. An Amendment No. 1 to the Capital
     Subscription Agreement, in substantially the form of Exhibit A hereto,
     shall have been duly executed and delivered by the Parent Shareholder, the
     Parent and the Borrower.

          (c) Payment of Fees. The Borrower shall have paid such fees as the
     Borrower shall have agreed to pay to any Lender or the Administrative Agent
     in connection herewith, including (i) a non-refundable amendment fee in an
     amount equal to 1/8 of 1% of the aggregate Commitments and outstanding
     Loans (without duplication) of such Lender, for each Lender that executes
     and delivers this Amendment No. 5 on or before June 20, 2000, and (ii) the
     reasonable fees and expenses of Milbank, Tweed, Hadley &McCloy LLP, special
     New York counsel to Chase and Perez Alati, Grondona, Benites, Arntsen &
     Martinez de Hoz, special Argentine counsel to Chase, in connection with the
     negotiation, preparation, execution and delivery of this Amendment No. 5.

          (d) Opinions of Counsel. The Administrative Agent shall have received
     the following favorable written opinions (addressed to the Administrative
     Agent and the Lenders and dated the Amendment No. 5 Effective Date) with
     respect to Amendment No. 1 to the Capital Subscription Agreement (it being
     understood that portions of such opinion may be given by the respective
     inside general counsel for one or more of the Relevant Parties); the
     Borrower and each of the Relevant Parties, as applicable, hereby requests
     such counsel to deliver such opinion:

               (i) an opinion of Jones, Day, Reavis & Pogue, special New York
          counsel for the Relevant Parties;

               (ii) an opinion of each of M. & M. Bomchil, special Argentine
          counsel for the Borrower; and

               (iii) an opinion of Maples and Calder, special Cayman Islands
          counsel for the Parent.

          (e) Truth of Representations and Absence of Defaults. The
     representations and warranties of each Obligor set forth in the Credit
     Agreement and of each Relevant Party in the other Loan Documents shall be
     true and correct on the Amendment No. 5 Effective Date (or, if such
     representation or warranty is given as to a specific date, such
     representation or warranty shall have been true and correct as of such
     specific date), and no Default shall have occurred and be continuing, in
     each case after giving effect to this Amendment No. 5, and the
     Administrative Agent shall have received a certificate to such effect from
     a Financial Officer.


     Section 4. Miscellaneous. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 5 may be
executed in counterparts which, taken together, shall constitute a single
document and any of the parties hereto may execute this Amendment No. 5 by
signing any such counterpart. Terms defined in


                                 Amendment No. 5

                                      -8-
   9
the Credit Agreement are used herein as defined therein. This Amendment No. 5
shall be governed by and construed in accordance with the law of the State of
New York.


                                 Amendment No. 5

                                      -9-
   10
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
be duly executed as of the date and year first above written.



                                            NEXTEL ARGENTINA S.R.L.


                                            By
                                              ----------------------------------
                                            Title:



                                            Lenders


                                            THE CHASE MANHATTAN BANK


                                            By
                                              ----------------------------------
                                            Title:



                                            ING BANK N.V., CURACAO BRANCH


                                            By
                                              ----------------------------------
                                            Title:


                                            By
                                              ----------------------------------
                                            Title:



                                            CREDIT SUISSE FIRST BOSTON


                                            By
                                              ----------------------------------
                                            Title:


                                            By
                                              ----------------------------------
                                            Title:


                                 Amendment No. 5

                                      -10-
   11

                                            SOCIETE GENERALE


                                            By
                                              ----------------------------------
                                            Title:



                                            VAN KAMPEN PRIME RATE INCOME TRUST
                                             (formerly known as Van Kampen
                                             American Capital Prime Rate Income
                                             Trust)


                                            By
                                              ----------------------------------
                                            Title:



                                            MOTOROLA CREDIT CORPORATION


                                            By
                                              ----------------------------------
                                            Title:


                                 Amendment No. 5

                                      -11-
   12
                       CONSENT AND AGREEMENT TO AMENDMENT

     Each of the undersigned hereby (1) consents to the amendments provided for
in this Amendment No. 5, (2) agrees that each reference to the Credit Agreement
in each Loan Document (as defined in the Credit Agreement) to which it is a
party shall be a reference to the Credit Agreement as amended by this Amendment
No. 5 and (3) confirms its obligations under each Loan Document to which it is a
party after giving effect to the amendments set forth in this Amendment No. 5.



NEXTEL INTERNATIONAL, INC.


By
  -----------------------------------
Title:



NEXTEL INTERNATIONAL (ARGENTINA) LTD.


By
  -----------------------------------
Title:



NEXTEL INTERNATIONAL (HOLDINGS) LTD.


By
  ----------------------------------
Title:


                                 Amendment No. 5

                                      -12-
   13
                                                                       EXHIBIT A



                   AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
                         CAPITAL SUBSCRIPTION AGREEMENT

     AMENDMENT NO. 1 dated as of June 20, 2000, made by and among (i) NEXTEL
ARGENTINA S.R.L. (the "Borrower"), a sociedad de responsabilidad limitada
organized under the laws of Argentina, (ii) NEXTEL INTERNATIONAL (ARGENTINA),
LTD. (the "Parent"), a company incorporated under the laws of the Cayman
Islands, and (iii) NEXTEL INTERNATIONAL, INC. (the "Parent Shareholder"), a
corporation organized under the laws of the State of Washington, United States
of America.

     The Borrower, the Parent and the Parent Shareholder are parties to a
Capital Subscription Agreement dated as of March 17, 1998 (as amended and
restated by the Amended and Restated Capital Subscription Agreement dated as of
May 12, 1999 and as further modified, supplemented and in effect from time to
time, the "Capital Subscription Agreement") and wish to amend certain provisions
of the Capital Subscription Agreement.

     Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


     SECTION 1. Amendments.

     1.01. Definitions. The definition of "Equity Contribution" in Section 1 of
the Capital Subscription Agreement is hereby amended to read in its entirety as
follows:

          "Equity Contribution" means, as to any Person (i) the amount of cash
     consideration paid to such Person in exchange for newly-issued Capital
     Stock of such Person, (ii) the amount of any contribution of cash to such
     Person in respect of its Capital Stock made by any then-existing
     equityholder, (iii) in the case of the Borrower, the value of equipment
     contributed to the Parent by the Parent Shareholder, and to the Borrower by
     the Parent, in respect of its capital stock, so long as such equipment is
     newly manufactured and has been purchased by the Parent Shareholder from
     third party vendor(s), not an Affiliate, within 30 days prior to the date
     of delivery of such equipment to the Borrower and (iv) the value of
     payments made by the Parent Shareholder to third party vendors in respect
     of software, software design and software licensing utilized by the
     Borrower and its Subsidiaries and set forth in a certification to such
     effect delivered to the Administrative Agent and signed jointly by an
     officer of the Parent Shareholder and the Borrower, provided that the
     aggregate amount of such payments during any single fiscal year that may be
     treated as Equity Contributions shall not exceed U.S. $3,000,000. For
     purposes hereof, the value of any equipment contributed to the Parent and
     the Borrower as contemplated by the foregoing clause (iii) shall be valued
     at the purchase price therefor reflected on the invoice of the respective
     vendor, and the value of any software, software design and software
     licensing referred to in the foregoing clause


                Amendment No. 1 to Capital Subscription Agreement

   14
          (iv) shall be the amount thereof determined in good faith as being
     properly allocable to the Borrower and its Subsidiaries as set forth in the
     officers' certificate referred to in said clause (iv).

     1.02. New Equity Contributions. Section 2(c) of the Capital Subscription
Agreement is hereby amended to read in its entirety as follows:

          "(c) New Equity Contributions. The Parent Equity Holders shall make
     additional Equity Contributions to the Parent, by remitting the same in
     U.S. Dollars and in immediately available funds to the Equity Contribution
     Account or, alternatively, by contributing equipment as permitted by clause
     (iii) of the definition of "Equity Contribution" in Section 1 (all such
     additional Equity Contributions to the Parent being herein referred to as
     the "New Equity Contributions"), from time to time as herein provided, to
     the extent necessary so that the aggregate amount of (x) the Pre-Closing
     Equity Contributions, plus (y) the New Equity Contributions, so made in the
     Parent on or before the dates set forth below shall each be equal to or
     greater than the respective amounts set forth below beside such dates (as
     such amounts shall be adjusted in accordance with the proviso set forth
     below):



                    Date                                       Amount
                    ----                                       ------
                                                       
          Amendment No. 3 Effective Date                  U.S.$ 65,500,000

          December 31, 1999                               U.S.$ 83,500,000

          March 31, 2000                                  U.S.$ 90,500,000

          June 30, 2000                                   U.S.$135,000,000

          September 30, 2000                              U.S.$180,000,000

          December 31, 2000                               U.S.$218,000,000

          March 31, 2001                                  U.S.$242,000,000

          June 30, 2001                                   U.S.$275,000,000

          September 30, 2001                              U.S.$306,000,000

          December 31, 2001                               U.S.$328,000,000

          March 31, 2002                                  U.S.$346,000,000

          June 30, 2002                                   U.S.$362,000,000

          September 30, 2002                              U.S.$406,000,000



                Amendment No. 1 to Capital Subscription Agreement

                                      -2-
   15



                    Date                                       Amount
                    ----                                       ------
                                                       
          December 31, 2002                               U.S.$445,000,000


     provided that the amount set forth above for any date shall be reduced or
     increased by the amounts set forth below in the event any of the following
     conditions shall be met (reductions and increases in the following clauses
     (i) and (ii) each to be independent of the other):

               (i) in the event that the Borrower shall elect to reduce the
          cumulative permitted amount of Capital Expenditures through any
          December 31 as contemplated by clause (i) of Section 7.08(c) of the
          Credit Agreement by sending a "Notice of Capital Expenditure
          Reduction" to the Administrative Agent and the Lenders as provided
          therein, then the amount of required New Equity Contributions as at
          said December 31 and each date set forth in the schedule above after
          such December 31 shall be reduced by an equivalent amount; and

               (ii) in the event that the cumulative amount of EBITDA for the
          period (treated for these purposes as a single accounting period)
          commencing on January 1, 2000 through and including the fiscal quarter
          ending on any date set forth in the schedule below shall (x) be
          greater than the projected EBITDA for such period set forth in the
          schedule below, then the amount of required New Equity Contributions
          as at said date and each date set forth in the schedule above after
          such date shall be reduced by an equivalent amount and (y) be less
          than the projected EBITDA for such period set forth in the schedule
          below, then the amount of required New Equity Contributions as at said
          date and each date set forth in the schedule above after such date
          shall be increased by an equivalent amount:



                 Period Ending                                Amount
                 -------------                                ------
                                                       
               March 31, 2000                             U.S.$ (3,653,390)

               June 30, 2000                              U.S.$(12,113,100)

               September 30, 2000                         U.S.$(17,449,154)

               December 31, 2000                          U.S.$(22,606,002)

               March 31, 2001                             U.S.$(25,675,686)

               June 30, 2001                              U.S.$(27,151,089)

               September 30, 2001                         U.S.$(27,333,601)

               December 31, 2001                          U.S.$(26,306,524)

               March 31, 2002                             U.S.$(24,903,776)



               Amendment No. 1 to Capital Subscription Agreement

                                      -3-

   16



                  Period Ending                  Amount
                  -------------                  ------
                                         
               June 30, 2002                U.S.$(21,556,744)

               September 30, 2002           U.S.$(16,236,247)

               December 31, 2002            U.S.$ (8,771,888)


          The amounts set forth above in the first schedule above (as so
     adjusted) shall be referred to in this Agreement as the "Equity Holder
     Commitments" of the Parent Equity Holders. The Parent may from time to
     time, upon not less than 10 days' prior written notice, require that the
     Parent Equity Holders make the New Equity Contributions contemplated hereby
     in advance of any date specified above, and if any such notice is given,
     the Parent Equity Holders shall so make such New Equity Contributions on
     the date and in the amount so required in such notice."


     SECTION 2. Miscellaneous. Except as herein provided, the Amended and
Restated Capital Subscription Agreement shall remain unchanged and in full force
and effect. This Amendment No. 1 may be executed in counterparts which, taken
together, shall constitute a single document and any of the parties hereto may
execute this Amendment No. 1 by signing nay such counterpart. Terms defined in
the Amended and Restated Capital Subscription Agreement are used herein as
defined therein. This Amendment No. 1 shall be governed by and construed in
accordance with the law of the State of New York.


                Amendment No. 1 to Capital Subscription Agreement

                                      -4-
   17
     IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be
executed by their duly authorized signatures in counterparts all as of the date
first above written.


                                          NEXTEL ARGENTINA S.R.L.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:



                                          NEXTEL INTERNATIONAL (ARGENTINA), LTD.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:



                                          NEXTEL INTERNATIONAL, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:


                Amendment No. 1 to Capital Subscription Agreement

                                      -5-
   18
                       CONSENT AND AGREEMENT TO AMENDMENT

     Pursuant to Section 3(b)(ii) of the Amended and Restated Consent Agreement
dated as of May 12, 1999 between the Parent, the Parent Shareholder and The
Chase Manhattan Bank, as administrative agent (the "Administrative Agent") for
the Lenders party to the Credit Agreement referred to therein, the undersigned
hereby consents to the amendments provided for in this Amendment No. 1.


THE CHASE MANHATTAN BANK


By
  ----------------------
Title:


                Amendment No. 1 to Capital Subscription Agreement

                                      -6-

EX-10.8

   1
                                                                    EXHIBIT 10.8



                   AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
                         CAPITAL SUBSCRIPTION AGREEMENT

     AMENDMENT NO. 1 dated as of June 20, 2000, made by and among (i) NEXTEL
ARGENTINA S.R.L. (the "Borrower"), a sociedad de responsabilidad limitada
organized under the laws of Argentina, (ii) NEXTEL INTERNATIONAL (ARGENTINA),
LTD. (the "Parent"), a company incorporated under the laws of the Cayman
Islands, and (iii) NEXTEL INTERNATIONAL, INC. (the "Parent Shareholder"), a
corporation organized under the laws of the State of Washington, United States
of America.

     The Borrower, the Parent and the Parent Shareholder are parties to a
Capital Subscription Agreement dated as of March 17, 1998 (as amended and
restated by the Amended and Restated Capital Subscription Agreement dated as of
May 12, 1999 and as further modified, supplemented and in effect from time to
time, the "Capital Subscription Agreement") and wish to amend certain provisions
of the Capital Subscription Agreement.

     Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


     SECTION 1. Amendments.

     1.01. Definitions. The definition of "Equity Contribution" in Section 1 of
the Capital Subscription Agreement is hereby amended to read in its entirety as
follows:

          "Equity Contribution" means, as to any Person (i) the amount of cash
     consideration paid to such Person in exchange for newly-issued Capital
     Stock of such Person, (ii) the amount of any contribution of cash to such
     Person in respect of its Capital Stock made by any then-existing
     equityholder, (iii) in the case of the Borrower, the value of equipment
     contributed to the Parent by the Parent Shareholder, and to the Borrower by
     the Parent, in respect of its capital stock, so long as such equipment is
     newly manufactured and has been purchased by the Parent Shareholder from
     third party vendor(s), not an Affiliate, within 30 days prior to the date
     of delivery of such equipment to the Borrower and (iv) the value of
     payments made by the Parent Shareholder to third party vendors in respect
     of software, software design and software licensing utilized by the
     Borrower and its Subsidiaries and set forth in a certification to such
     effect delivered to the Administrative Agent and signed jointly by an
     officer of the Parent Shareholder and the Borrower, provided that the
     aggregate amount of such payments during any single fiscal year that may be
     treated as Equity Contributions shall not exceed U.S. $3,000,000. For
     purposes hereof, the value of any equipment contributed to the Parent and
     the Borrower as contemplated by the foregoing clause (iii) shall be valued
     at the purchase price therefor reflected on the invoice of the respective
     vendor, and the value of any software, software design and software
     licensing referred to in the foregoing clause


                Amendment No. 1 to Capital Subscription Agreement

   2
          (iv) shall be the amount thereof determined in good faith as being
     properly allocable to the Borrower and its Subsidiaries as set forth in the
     officers' certificate referred to in said clause (iv).

     1.02. New Equity Contributions. Section 2(c) of the Capital Subscription
Agreement is hereby amended to read in its entirety as follows:

          "(c) New Equity Contributions. The Parent Equity Holders shall make
     additional Equity Contributions to the Parent, by remitting the same in
     U.S. Dollars and in immediately available funds to the Equity Contribution
     Account or, alternatively, by contributing equipment as permitted by clause
     (iii) of the definition of "Equity Contribution" in Section 1 (all such
     additional Equity Contributions to the Parent being herein referred to as
     the "New Equity Contributions"), from time to time as herein provided, to
     the extent necessary so that the aggregate amount of (x) the Pre-Closing
     Equity Contributions, plus (y) the New Equity Contributions, so made in the
     Parent on or before the dates set forth below shall each be equal to or
     greater than the respective amounts set forth below beside such dates (as
     such amounts shall be adjusted in accordance with the proviso set forth
     below):



                    Date                                       Amount
                    ----                                       ------
                                                       
          Amendment No. 3 Effective Date                  U.S.$ 65,500,000

          December 31, 1999                               U.S.$ 83,500,000

          March 31, 2000                                  U.S.$ 90,500,000

          June 30, 2000                                   U.S.$135,000,000

          September 30, 2000                              U.S.$180,000,000

          December 31, 2000                               U.S.$218,000,000

          March 31, 2001                                  U.S.$242,000,000

          June 30, 2001                                   U.S.$275,000,000

          September 30, 2001                              U.S.$306,000,000

          December 31, 2001                               U.S.$328,000,000

          March 31, 2002                                  U.S.$346,000,000

          June 30, 2002                                   U.S.$362,000,000

          September 30, 2002                              U.S.$406,000,000



                Amendment No. 1 to Capital Subscription Agreement

                                      -2-
   3



                    Date                                       Amount
                    ----                                       ------
                                                       
          December 31, 2002                               U.S.$445,000,000


     provided that the amount set forth above for any date shall be reduced or
     increased by the amounts set forth below in the event any of the following
     conditions shall be met (reductions and increases in the following clauses
     (i) and (ii) each to be independent of the other):

               (i) in the event that the Borrower shall elect to reduce the
          cumulative permitted amount of Capital Expenditures through any
          December 31 as contemplated by clause (i) of Section 7.08(c) of the
          Credit Agreement by sending a "Notice of Capital Expenditure
          Reduction" to the Administrative Agent and the Lenders as provided
          therein, then the amount of required New Equity Contributions as at
          said December 31 and each date set forth in the schedule above after
          such December 31 shall be reduced by an equivalent amount; and

               (ii) in the event that the cumulative amount of EBITDA for the
          period (treated for these purposes as a single accounting period)
          commencing on January 1, 2000 through and including the fiscal quarter
          ending on any date set forth in the schedule below shall (x) be
          greater than the projected EBITDA for such period set forth in the
          schedule below, then the amount of required New Equity Contributions
          as at said date and each date set forth in the schedule above after
          such date shall be reduced by an equivalent amount and (y) be less
          than the projected EBITDA for such period set forth in the schedule
          below, then the amount of required New Equity Contributions as at said
          date and each date set forth in the schedule above after such date
          shall be increased by an equivalent amount:



                 Period Ending                                Amount
                 -------------                                ------
                                                       
               March 31, 2000                             U.S.$ (3,653,390)

               June 30, 2000                              U.S.$(12,113,100)

               September 30, 2000                         U.S.$(17,449,154)

               December 31, 2000                          U.S.$(22,606,002)

               March 31, 2001                             U.S.$(25,675,686)

               June 30, 2001                              U.S.$(27,151,089)

               September 30, 2001                         U.S.$(27,333,601)

               December 31, 2001                          U.S.$(26,306,524)

               March 31, 2002                             U.S.$(24,903,776)



               Amendment No. 1 to Capital Subscription Agreement

                                      -3-

   4



                  Period Ending                  Amount
                  -------------                  ------
                                         
               June 30, 2002                U.S.$(21,556,744)

               September 30, 2002           U.S.$(16,236,247)

               December 31, 2002            U.S.$ (8,771,888)


          The amounts set forth above in the first schedule above (as so
     adjusted) shall be referred to in this Agreement as the "Equity Holder
     Commitments" of the Parent Equity Holders. The Parent may from time to
     time, upon not less than 10 days' prior written notice, require that the
     Parent Equity Holders make the New Equity Contributions contemplated hereby
     in advance of any date specified above, and if any such notice is given,
     the Parent Equity Holders shall so make such New Equity Contributions on
     the date and in the amount so required in such notice."


     SECTION 2. Miscellaneous. Except as herein provided, the Amended and
Restated Capital Subscription Agreement shall remain unchanged and in full force
and effect. This Amendment No. 1 may be executed in counterparts which, taken
together, shall constitute a single document and any of the parties hereto may
execute this Amendment No. 1 by signing nay such counterpart. Terms defined in
the Amended and Restated Capital Subscription Agreement are used herein as
defined therein. This Amendment No. 1 shall be governed by and construed in
accordance with the law of the State of New York.


                Amendment No. 1 to Capital Subscription Agreement

                                      -4-
   5
     IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be
executed by their duly authorized signatures in counterparts all as of the date
first above written.


                                          NEXTEL ARGENTINA S.R.L.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:



                                          NEXTEL INTERNATIONAL (ARGENTINA), LTD.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:



                                          NEXTEL INTERNATIONAL, INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:


                Amendment No. 1 to Capital Subscription Agreement

                                      -5-
   6
                       CONSENT AND AGREEMENT TO AMENDMENT

     Pursuant to Section 3(b)(ii) of the Amended and Restated Consent Agreement
dated as of May 12, 1999 between the Parent, the Parent Shareholder and The
Chase Manhattan Bank, as administrative agent (the "Administrative Agent") for
the Lenders party to the Credit Agreement referred to therein, the undersigned
hereby consents to the amendments provided for in this Amendment No. 1.


THE CHASE MANHATTAN BANK


By
  ----------------------
Title:


                Amendment No. 1 to Capital Subscription Agreement

                                      -6-

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at June 30, 2000 (Unaudited) and the Consolidated
Statement of Operations and Comprehensive Income for the Six Months Ended June
30, 2000 (Unaudited) and is qualified in its entirety by reference to such
financial statements.

<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                         267,435
<SECURITIES>                                    29,949
<RECEIVABLES>                                   50,270
<ALLOWANCES>                                    14,143
<INVENTORY>                                     25,500
<CURRENT-ASSETS>                               400,819
<PP&E>                                         896,334
<DEPRECIATION>                                 141,105
<TOTAL-ASSETS>                               2,124,010
<CURRENT-LIABILITIES>                          334,980
<BONDS>                                      1,666,634
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                    215,000
<COMMON>                                       927,690
<OTHER-SE>                                 (1,146,864)
<TOTAL-LIABILITY-AND-EQUITY>                 2,124,010
<SALES>                                              0
<TOTAL-REVENUES>                               110,800
<CGS>                                                0
<TOTAL-COSTS>                                   29,652
<OTHER-EXPENSES>                                65,183
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             106,660
<INCOME-PRETAX>                              (240,562)
<INCOME-TAX>                                       368
<INCOME-CONTINUING>                          (240,930)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (240,930)
<EPS-BASIC>                                     (2.01)
<EPS-DILUTED>                                   (2.01)