EXHIBIT 4.3
[Execution Copy]
AMENDMENT NO. 4 TO VENDOR FINANCING AGREEMENT
AMENDMENT NO. 4 TO VENDOR FINANCING AGREEMENT dated as of September 10,
1997, between NEXTEL COMMUNICATIONS, INC. ("NCI"); NEXTEL FINANCE COMPANY (the
"Borrower") and the other Restricted Companies listed on the signature pages
hereto under the caption "RESTRICTED COMPANIES" (individually, a "Restricted
Company" and, collectively, the "Restricted Companies"); MOTOROLA, INC.
("Motorola"); and NTFC Capital Corporation ("NTFC Capital" and, together with
Motorola, the "Vendors").
NCI, the Restricted Companies and the Vendors are parties to an Amended,
Restated and Consolidated Credit Agreement dated as of September 27, 1996 (as
modified and supplemented and in effect from time to time, the "Vendor Financing
Agreement"), and wish to amend the Vendor Financing Agreement in certain
respects to clarify the application of certain terms thereof. Accordingly, the
parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment No.
4, terms defined in the Vendor Financing Agreement are used herein as defined
therein.
Section 2. AMENDMENT. Subject to the satisfaction of the condition
precedent specified in Section 3 below, but effective as of the date hereof,
clause (iii) of Section 7.01(d) of the Vendor Financing Agreement shall be
amended to read in its entirety as follows:
"(iii) such Indebtedness shall provide that interest payable in
respect thereof shall be capitalized prior to the fifth anniversary of
the date of incurrence of such Indebtedness (it being understood that,
if interest shall be capitalized only through a date within fifteen
days prior to such fifth anniversary, such Indebtedness shall
nevertheless be deemed to comply with the foregoing requirement)".
Section 3. CONDITIONS PRECEDENT. The amendment set forth in Section 2
hereof, shall become effective, as of the date hereof, upon the execution and
delivery of this Amendment No. 4 by NCI, the Restricted Companies and the
Required Vendors.
Section 4. MISCELLANEOUS. Except as herein provided, the Vendor Financing
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 4 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 4 by signing any such counterpart. This
Amendment No. 4 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 4 to Vendor Financing Agreement
BII\87931
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
Vendor Financing Agreement to be duly executed and delivered as of the day and
year first above written.
NEXTEL COMMUNICATIONS, INC.
By /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
RESTRICTED COMPANIES
NEXTEL FINANCE COMPANY (successor to
Fleet Call Corporation),
By /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
ADVANCED MOBILECOMM OF
NORTH CAROLINA, INC.
AIRLINK COMMUNICATIONS, INC.
(successor to TRS, Inc.)
AMERICAN MOBILE SYSTEMS,
INCORPORATED (successor to Saber
Communications, Inc.)
DIAL CALL, INC.
DIAL DISTANCE, INC.
FC NEW YORK, INC. (successor to Metrocom
Trunked Radio Communication Systems, Inc.)
FCI 900, INC.
FLEET CALL OF TEXAS, INC. (successor to
FM Tower Company, Metrolink
Communications Corporation and National
Tower Trunking Systems, Inc.)
Amendment No. 4 to Vendor Financing Agreement
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NEXTEL COMMUNICATIONS OF THE
MID-ATLANTIC, INC. (successor to Dispatch
Communications of Maryland, Inc., Dispatch
Communications of Minnesota, Inc., Dispatch
Communications of New England, Inc.,
Dispatch Communications of Pennsylvania,Inc.)
NEXTEL LICENSE HOLDINGS 1, INC.
NEXTEL LICENSE HOLDINGS 2, INC.
(successor to Comqor, Inc.)
NEXTEL LICENSE HOLDINGS 3, INC.
(successor to Dial Call Arkansas, Inc.,
Custom Radio/Xxxxxxx Communications, Inc.,
Dial Call Florida, Inc., Dial Call
Kentucky, Inc., Dial Call Louisiana, Inc.,
Dial Call Texas, Inc., Dial Call
Virginia, Inc., Dial Call West Virginia, Inc.
and U.S. Digital, Inc.)
NEXTEL LICENSE HOLDINGS 4, INC.
NEXTEL OF TEXAS, INC. (successor to Fort
Worth Communications, Inc.)
NEXTEL WEST CORP.
(successor to Airwave Communications Corp.
(Seattle), C-Call Corporation, Dispatch
Communications of Arizona, Inc., ESMR Sub,
Inc., Fleet Call of Utah, Inc., Fleet Call
West, Inc., Mijac Enterprises, Inc., Mobile
Radio of Illinois, Inc., Motorola SF, Inc.,
Nextel Hawaii Acquisition Corp.,
Nextel Utah Acquisition Corp., Nextel
Western Acquisition Corp., OneComm
Corporation, N.A., Powerfone
Holdings, Inc., Powerfone, Inc.,
Smart SMR of Illinois, Inc., Shoreland
Communications, Inc. and Spectrum Resources
of the Midwest, Inc.)
SAFETY NET, INC.
SMART SMR, INC.
Amendment No. 4 to Vendor Financing Agreement
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SMART SMR OF CALIFORNIA, INC.
SMART SMR OF NEW YORK, INC.
By /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP
By Nextel of Texas,Inc.,
a General Partner
By /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Amendment No. 4 to Vendor Financing Agreement
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MOTOROLA, INC.
By /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Director, Wroldwide Customer
Financing and Treasury
NTFC CAPITAL CORPORATION
By /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
The undersigned, as assignee of certain of the Loans made by Motorola under
the above-referenced Vendor Financing Agreement, hereby consents to the
execution and delivery of the foregoing Amendment No. 4.
XXXXXX COMMERCIAL PAPER, INC.
By /s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXX SYNDICATED LOANS INC.
By /s/Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: Vice President
Amendment No. 4 to Vendor Financing Agreement
