0000950133-04-000819 Sample Contracts

RESIGNATION AND NON-COMPETITION AGREEMENT
Resignation and Non-Competition Agreement • March 11th, 2004 • Nextel Communications Inc • Radiotelephone communications • Virginia

THIS RESIGNATION AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered as of the 11th day of November 2003, by and between Nextel Communications, Inc. a Delaware corporation (the “Company,”), and Morgan E. O’Brien (the “Executive”). This Agreement is effective on the date hereof for purposes of Section 1, and for all other purposes as of the Effective Date, as defined in Section 7(b) of the Release, attached hereto as Exhibit C.

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TRANCHE E TERM LOAN AGREEMENT dated as of December 12, 2003
Term Loan Agreement • March 11th, 2004 • Nextel Communications Inc • Radiotelephone communications • New York

TRANCHE E TERM LOAN AGREEMENT dated as of December 12, 2003 among NEXTEL COMMUNICATIONS, INC. (“NCI”), NEXTEL FINANCE COMPANY (the “Borrower”) and the other RESTRICTED COMPANIES party hereto, the TRANCHE E TERM LOAN LENDERS party hereto (including each Tranche E Term Loan Lender as defined below that becomes a party hereto pursuant to a Lender Addendum as defined below), TORONTO DOMINION (TEXAS), INC., as Administrative Agent, and JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, as Collateral Agent.

AMENDMENT NO. 4
Nextel Communications Inc • March 11th, 2004 • Radiotelephone communications

AMENDMENT NO. 4 (this “Amendment No. 4”) dated as of December 3, 2003 among NEXTEL COMMUNICATIONS, INC. (“NCI”), NEXTEL FINANCE COMPANY (the “Borrower”) and the other RESTRICTED COMPANIES party hereto and TORONTO DOMINION (TEXAS), INC., in its capacity as Administrative Agent pursuant to authority granted by the Required Lenders pursuant to Section 10.02(b) of the Credit Agreement (as defined below).

AMENDMENT NO. 3
Nextel Communications Inc • March 11th, 2004 • Radiotelephone communications

AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of October 29, 2003 among NEXTEL COMMUNICATIONS, INC. (“NCI”), NEXTEL FINANCE COMPANY (the “Borrower”) and the other RESTRICTED COMPANIES party hereto and TORONTO DOMINION (TEXAS), INC., in its capacity as Administrative Agent pursuant to authority granted by the Required Lenders pursuant to Section 10.02(b) of the Credit Agreement (as defined below).

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