<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 1999
NEXTEL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
WASHINGTON 333-26649 91-167-1412
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification)
</TABLE>
1191 Second Avenue, Suite 1600, Seattle, WA 98101
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 749-8000
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ITEM 5. OTHER EVENTS.
ARGENTINA CREDIT FACILITY. On May 12, 1999, Nextel Argentina S.R.L.
("Nextel Argentina"), a wholly owned subsidiary of Nextel International, Inc.
(the Company"), and the lenders under Nextel Argentina's $100 million secured
credit facility (the "Argentina Credit Facility") entered into an amendment to
the Argentina Credit Facility (the "Argentina Amendment") modifying certain
financial covenants under such facility. The Argentina Amendment became
effective as of May 26, 1999. As a result of the Argentina Amendment, the
Company entered into a new capital subscription agreement with Nextel Argentina
that will require the Company to contribute additional equity to Nextel
Argentina during the term of the Argentina Credit Facility.
Concurrently with the execution of the Argentina Amendment, Motorola
Credit Corporation agreed to provide up to $50 million in loans to Nextel
Argentina as incremental loans under the Argentina Credit Facility for purchases
of qualifying iDEN(R) equipment and related services.
A copy of the Argentina Amendment, which is attached hereto as
Exhibit 99.1, is incorporated herein by reference, and the descriptions herein
are qualified in their entirety by such reference
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
99.1 Amendment No. 3, dated May 12, 1999, between Nextel
Argentina S.R.L. and the lenders named therein.
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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 hereunto duly authorized.
Date: June 11, 1999 NEXTEL INTERNATIONAL, INC.
By: /S/ Heng-Pin Kiang
-------------------
Heng-Pin Kiang
Vice President and General Counsel
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<PAGE> 1
EXHIBIT 99.1
AMENDMENT NO. 3
AMENDMENT NO. 3 dated as of May 12, 1999 between Nextel Argentina S.R.L.
(the "Borrower") and the parties below the title "Lenders" on the signature
pages hereof (the "Lenders").
The Borrower, the Subsidiary Guarantors named therein, the Lenders and
The Chase Manhattan Bank, as Administrative Agent, are parties to a Credit
Agreement dated as of February 27, 1998 (as amended by Amendment No. 1 and
Waiver dated as of May 8, 1998 and Amendment No. 2 dated as of September 30,
1998 and as further modified, supplemented and in effect from time to time, the
"Credit Agreement") and wish to amend certain provisions of the Credit
Agreement.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No.
3, 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 is hereby amended as follows:
A. References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be a
reference to the Credit Agreement as amended hereby.
B. Section 1.01 of the Credit Agreement is amended by inserting the
following definitions (or, in the case of any definition for a term that is
defined in the Credit Agreement before giving effect to this Amendment No. 3, by
deleting the existing definition and replacing it with that set forth below):
"Account Control Agreement" means an Account Control Agreement
substantially in the form attached hereto as Exhibit C-3, pursuant to which
the Borrower,
Amendment No. 3
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the Administrative Agent and The Chase Manhattan Bank make certain agreements
with respect to the Equity Contribution Account.
"Amendment No. 3" means Amendment No. 3 to the Credit Agreement dated as
of May 12, 1999 between the Borrower and the Required Lenders.
"Amendment No. 3 Effective Date" has the meaning assigned to that term in
Section 3 of Amendment No. 3.
"Applicable Margin" means (a) 5.00% per annum in the case of Eurodollar
Loans and (b) 4.00% per annum in the case of ABR Loans.
"Capital Subscription Agreement" means an Amended and Restated Capital
Subscription Agreement substantially in the form attached hereto as Exhibit
D-1, pursuant to which the Parent Shareholder agrees to capitalize the Parent
and the Parent agrees to capitalize the Borrower, in each case by investing
in the equity capital of the Parent and the Borrower, as applicable.
"Commitment Termination Date" means September 29, 2000.
"Consent and Agreement" means an Amended and Restated Consent and
Agreement substantially in the form attached hereto as Exhibit D-2, pursuant
to which the Parent Shareholder and the Parent consent to the collateral
assignment by the Parent and the Borrower to the Administrative Agent of
their respective rights under the Capital Subscription Agreement.
"Equity Contribution Account" means the Collateral Account so named in
the Undertaking and Security Agreement.
"Incremental Facility Commitment" means the commitment of each
Incremental Facility Lender to make Incremental Facility Loans, as such
commitment may be (a) reduced from time to time pursuant to Section 2.07 or
Section 2.09(b) and (b) reduced or increased from time to time pursuant to
assignments by or to any such Incremental Facility Lender pursuant to Section
10.04. The aggregate initial amount of the Incremental Facility Commitment is
$50,000,000.
"Incremental Facility Lender" means each of Motorola Credit Corporation,
a Delaware corporation, and any other Person that shall become a party hereto
pursuant to
Amendment No. 3
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an Assignment and Acceptance with respect to the Incremental Facility
Commitment or the Incremental Facility Loans.
"Incremental Facility Loans" means the Loans described in Section 2.01(e)
which may be ABR Loans and/or Eurodollar Loans. References herein to a
"Series" of Incremental Facility Loans shall be deemed to refer to the
Incremental Facility Loans.
"Lenders" means each Person listed on Schedule I, any other Person that
shall have become a party hereto pursuant to an Assignment and Acceptance
(other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance) and each Incremental Facility Lender.
"Motorola" means Motorola, Inc., a Delaware corporation.
"Security Documents" means, collectively, the Parent Pledge Agreement,
the Undertaking and Security Agreement, the Cayman Islands Pledge Agreement,
the Security Agreements, the Mortgages, the Consent and Agreement, the
Account Control Agreement and all instruments required hereby or thereby to
be filed with respect to the Liens created pursuant thereto.
"Subscribers" means, as at any date, the number of digital handsets
(including car phones) in use by customers of the Borrower and its
Subsidiaries subscribing to, and paying for, SRCE service (Servicio
Radioelectrico de Concentracion de Enlaces) provided by the Borrower or any
of its Subsidiaries, so long as, unless such customers have paid for such
service in advance or placed a deposit equal to at least thirty days of
service with the Borrower or one its Subsidiaries, such customers have been
subscribing to such service for a period of not less than 30 days as of such
date (but excluding any customer to the extent the accounts receivable
generated by operation of such handset are more than 90 days past due as of
such date).
"Undertaking and Security Agreement" means an Amended and Restated
Undertaking and Security Agreement substantially in the form of the amendment
attached hereto as Exhibit C-2.
C. Section 2.01(e) of the Credit Agreement is hereby amended to read in
its entirety as follows:
"(e) Incremental Facility Loans. Subject to the terms and conditions
herein, each Incremental Facility Lender agrees to make one or more term
loans to the Borrower from
Amendment No. 3
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time to time during the Availability Period, in an aggregate principal amount
up to but not exceeding the amount of the Incremental Facility Commitment.
Amounts repaid in respect of Incremental Facility Loans may not be
reborrowed."
D. 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:
<TABLE>
<CAPTION>
Period Ratio
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<S> <C>
From September 30, 2000 10.00 to 1
through December 30, 2000
From December 31, 2000 7.00 to 1
through March 30, 2001
From March 31, 2001 5.00 to 1
through June 29, 2001
From June 30, 2001 4.00 to 1
through September 29, 2001
From September 30, 2001 3.50 to 1
and at all times thereafter
</TABLE>
(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:
<TABLE>
<CAPTION>
Period Ratio
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<S> <C>
From September 30, 2000 0.75 to 1
through December 30, 2000
From December 31, 2000 1.00 to 1
through March 30, 2001
</TABLE>
Amendment No. 3
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<TABLE>
<S> <C>
From March 31, 2001 2.00 to 1
through June 29, 2001
From June 30, 2001 2.00 to 1
through September 29, 2001
From September 30, 2001 2.50 to 1
through December 30, 2001
From December 31, 2001 3.00 to 1
and at all times thereafter
</TABLE>
(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 the following respective amount set
forth below opposite such date:
<TABLE>
<CAPTION>
Date Cumulative Amount
---- -----------------
<S> <C>
December 31, 1999 U.S. $58,700,000
December 31, 2000 U.S. $129,300,000
December 31, 2001 U.S. $179,700,000
December 31, 2002 U.S. $228,600,000
March 31, 2003 U.S. $232,000,000
</TABLE>
provided that the Borrower may permit the aggregate amount of Capital
Expenditures to exceed the respective amounts set forth above 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)).
Amendment No. 3
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(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:
<TABLE>
<CAPTION>
Period Minimum Number of
------ -----------------
Subscribers
-----------
<S> <C>
From June 30, 1999 35,000
through September 29, 1999
From September 30, 1999 50,000
through December 30, 1999
From December 31, 1999 70,000
through March 30, 2000
From March 31, 2000 85,000
through June 29, 2000
From June 30, 2000 98,500
through September 29, 2000
From September 30, 2000 112,500
through December 30, 2000
From December 31, 2000 127,500
through March 30, 2001
From March 31, 2001 145,000
through June 29, 2001
From June 30, 2001 163,000
through September 29, 2001
From September 30, 2001 182,000
through December 30, 2001
From December 31, 2001 200,000
and at all times thereafter
</TABLE>
Amendment No. 3
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(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:
<TABLE>
<CAPTION>
Period Amount
------ ------
<S> <C>
From June 30, 1999 U.S. $25,000,000
through September 29, 1999
From September 30, 1999 U.S. $33,500,000
through December 30, 1999
From December 31, 1999 U.S. $43,500,000
through March 30, 2000
From March 31, 2000 U.S. $52,500,000
through June 29, 2000
From June 30, 2000 U.S. $65,500,000
through September 29, 2000
From September 30, 2000 U.S. $76,000,000
through December 30, 2000
From December 31, 2000 U.S. $88,000,000
through March 30, 2001
From March 31, 2001 U.S. $107,000,000
through June 29, 2001
From June 30, 2001 U.S. $123,500,000
through September 29, 2001
From September 30, 2001 U.S. $141,000,000
through December 30, 2001
From December 31, 2001 U.S. $160,000,000
and at all times thereafter
</TABLE>
Amendment No. 3
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(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 (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)):
<TABLE>
<CAPTION>
Date Amount
---- ------
<S> <C>
Amendment No. 3 Effective U.S. $65,500,000
Date
December 31, 1999 U.S. $83,500,000
March 31, 2000 U.S. $90,500,000
June 30, 2000 U.S. $111,500,000
September 30, 2000 U.S. $135,500,000
December 31, 2000 U.S. $168,500,000
March 31, 2001 U.S. $175,500,000
December 31, 2001 U.S. $188,000,000
September 30, 2002 U.S. $237,500,000
</TABLE>
provided that, with the prior written consent of the Required Lenders, the
amount set forth above for any December 31 may be reduced (x) to the extent
the amount of Capital Expenditures by the Borrower and its Subsidiaries
through such December 31 are less than the maximum amount of Capital
Expenditures permitted through such December 31 by Section 7.08(c) and on the
condition that the maximum amounts of Capital Expenditures permitted by said
Section are reduced by an equivalent amount, or (y) to the extent the
operating performance of the Borrower or the expected operating performance
of the Borrower would indicate an excess amount in the Equity Contribution
Account.
(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
Amendment No. 3
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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 Borrowers and their 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."
E. Section 10.01(a) of the Credit Agreement is amended to read in its
entirety as follows:
"(a) if to the Borrower, to Nextel Argentina S.R.L., Palestina 977,
Capital Federal C.P. 1182, Buenos Aires, Argentina, Attention: Managing
Director, Telephone: 54.11.4959.9990; with a copy to Nextel International,
Inc., 2001 Edmund Halley Drive, Reston, VA 20191, Attention: Chief Financial
Officer, Telephone:________________".
F. Exhibits C-2, D-1 and D-2 to the Credit Agreement are replaced in
their entirety with Exhibits C-2, D-1 and D-2 hereto. Exhibit C-3 is added to
the Credit Agreement in the form attached as Exhibit C-3 hereto.
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. 3 Effective Date") on which the following conditions are
satisfied, each to the satisfaction of the Administrative Agent:
(a) Execution. This Amendment No. 3 shall have been duly executed and
delivered by each of the Borrower, the Lenders constituting the Required
Lenders and
Amendment No. 3
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Motorola Credit Corporation, 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.
(b) Capital Subscription Agreement, Etc. Each of the Capital
Subscription Agreement and the Consent and Agreement shall have been duly
executed and delivered by the Parent Shareholder, the Parent and the
Borrower.
(c) Undertaking and Security Agreement; Account Control Agreement. Each
of the Undertaking and Security Agreement and the Account Control Agreement
shall have been duly executed and delivered by each of the Borrower, the
Parent and the Administrative Agent.
(d) Equity Contributions. The Parent and the Parent Shareholder shall
have made the Equity Contributions required to be made pursuant to the
Capital Subscription Agreement as of the Amendment No. 3 Effective Date.
(e) Equipment Purchase Agreement. The Borrower and Motorola shall have
duly executed and delivered an equipment purchase contract providing for the
purchase by the Borrower, and the sale by Motorola, of equipment for
installation in the system of the Borrower in an aggregate amount at least
equal to $50,000,000.
(f) 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 0.50% of the aggregate Commitments and outstanding Loans
(without duplication) of such Lender, for each Lender (other than the
Incremental Facility Lender) that executes and delivers this Amendment No. 3
on or before May 12, 1999, (ii) the fees payable to the Incremental Facility
Lender pursuant to the Fee Letter among the Borrower, the Parent Shareholder
and the Incremental Facility Lender dated May 11, 1999, and (iii) 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 (h), special Argentine counsel to Chase, in connection with
the negotiation, preparation, execution and delivery of this Amendment No. 3
(g) 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. 3 Effective Date) covering such
matters relating to the Relevant Parties, this Agreement or the other Loan
Documents as the Required
Amendment No. 3
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Lenders shall reasonably request (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, each of the Relevant Parties and
Chase, 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 (A) M. & M. Bomchil, special Argentine
counsel for the Borrower and (B) Perez Alati, Grondona, Benites, Arntsen &
Martinez de Hoz (h), special Argentine counsel for Chase;
(iii) an opinion of Maples and Calder, special Cayman Islands counsel
for the Parent; and
(iv) an opinion of Milbank, Tweed, Hadley & McCloy LLP, special New
York counsel to Chase.
(h) 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. 3 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. 3, 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. 3 may be
executed in counterparts which, taken together, shall constitute a single
document and any of the parties hereto may execute this Amendment No. 3 by
signing any such counterpart. Terms defined in the Credit Agreement are used
herein as defined therein. This Amendment No. 3 shall be governed by and
construed in accordance with the law of the State of New York.
Amendment No. 3
<PAGE> 12
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed as of the date and year first above written.
NEXTEL ARGENTINA S.R.L.
By /s/ Jose Felipe
--------------------
Title: Delegate General Manager
Lenders
THE CHASE MANHATTAN BANK
By /s/ Tracey Navin Ewing
---------------------------
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By /s/ Michael Pellerito
--------------------------
Title: Assistant Vice President
By /s/ Dan Dobrjanskyj
-------------------------
Title: Assistant Vice President
Amendment No. 3
<PAGE> 13
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CREDIT SUISSE FIRST BOSTON
By /s/ Todd C. Morgan
----------------------
Title: Director
By /s/ Joel Glodowski
------------------------
Title: Managing Director
SOCIETE GENERALE
By
------------------------
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
(formerly known as Van Kampen American
Capital Prime Rate Income Trust)
By /s/ Lisa M. Mincheski
---------------------------
Title: Vice President
KZH IV LLC
By Peter Chin
----------------
Title: Authorized Agent
MOTOROLA CREDIT CORPORATION
By /s/ Walter F. Kentridge
----------------------------
Amendment No. 3
<PAGE> 14
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Title: Vice President
Amendment No. 3
<PAGE> 15
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CONSENT AND AGREEMENT TO AMENDMENT
Each of the undersigned hereby (1) consents to the amendments provided
for in this Amendment No. 3, (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. 3 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. 3.
NEXTEL INTERNATIONAL, INC.
By /s/ Michel Buhler
----------------------
Title: Treasurer
NEXTEL INTERNATIONAL (ARGENTINA) LTD.
By /s/ Jose Felipe
--------------------
Title: Vice President and Treasurer
NEXTEL INTERNATIONAL (HOLDINGS) LTD.
By /s/ Jose Felipe
--------------------
Title: Vice President
Amendment No. 3
