EXHIBIT 4.2
[Execution Copy]
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT NO. 4 TO CREDIT 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"); and the Lenders listed on the
signature pages hereto under the caption "LENDERS" (individually, a "Lender"
and, collectively, the "Lenders").
NCI, the Restricted Companies, the Lenders, Toronto Dominion (Texas) Inc.,
as Administrative Agent, and The Chase Manhattan Bank, as Collateral Agent, are
parties to a Credit Agreement dated as of September 27, 1996 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") and wish
to amend the Credit 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
to Credit Agreement, terms defined in the Credit 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 Credit 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 to Credit Agreement by NCI, the Restricted
Companies and the Required Lenders.
For purposes hereof, the Lenders authorized to execute and deliver this
Amendment No. 4 shall be the Lenders party to the Credit Agreement on the date
of this
Amendment No. 4 to Credit Agreement
BII\87915
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Amendment No. 4 (as indicated on the Register at the close of business in New
York City on such date), regardless of whether any one or more of such Lenders
shall, by reason of an assignment of Loans or Commitments permitted under
Section 10.04 of the Credit Agreement, continue to be a party to the Credit
Agreement on the date the conditions specified in the preceding paragraph are
satisfied (and each Lender party to the Credit Agreement on the date of this
Amendment No. 4 undertakes to inform any Person that takes an assignment of all
or any portion of such Lender's Commitments or Loans of this Amendment No. 4,
and none of the other parties to the Credit Agreement shall have any
responsibility to so inform any such Person of this Amendment No. 4).
Section 4. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 4 to
Credit Agreement 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 to Credit Agreement by
signing any such counterpart. This Amendment No. 4 to Credit Agreement shall be
governed by, and construed in accordance with, the law of the State of New York.
Amendment No. 4 to Credit Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
Credit 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 Credit 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 Credit 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 Credit Agreement
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LENDERS
BARCLAYS BANK, PLC THE CHASE MANHATTAN BANK
By /s/Xxxxx X. Xxxxxx By /s/Xxxxxx X. Xxxxx
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Associate Director Title: Vice President
XXXXXX GUARANTY TRUST COMPANY NATIONSBANK OF TEXAS, N.A.
OF NEW YORK
By /s/Xxxxx X. Xxxxxx By /s/Xxxxxxxx Fydney
Name: Xxxxx X. Xxxxxx Name: Xxxxxxxx Fydney
Title: Title: Vice President
THE TORONTO-DOMINION BANK ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /s/Xxxxxx Xxxxxx By /s/Xxxxxxx O.R. Xxxxx
Name: Xxxxxx Xxxxxx Name: Xxxxxxx O.R. Xxxxx
Title: Manager Credit Title: Froup Vice President
By /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Group Vice President & Director
AMARA-2 FINANCE LTD. BANK OF AMERICA NT & SA
By /s/Xxxxxx Xxx Xxxxxxx By /s/Xxxxxxx X. Xxxxxxx
Name: Xxxxxx Xxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Director Title: Attorney-In-Fact
Amendment No. 4 to Credit Agreement
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BANK OF MONTREAL THE BANK OF NOVA SCOTIA
By /s/X.X. Xxxxxx By /s/J.R. Trimble
Name: X.X. Xxxxxx Name: J.R. Trimble
Title:Director Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI BANKBOSTON, N.A.
TRUST COMPANY
By By
Name: Name:
Title: Title:
BANKERS TRUST COMPANY BANQUE PARIBAS (NEW YORK)
By /s/Xxxxxxxx X. Xxxxx By /s/Xxxx Xxxxxxxxx
Name: Xxxxxxxx X. Xxxxx Name: Xxxx Xxxxxxxxx
Title: Vice President Title: Vice President
By
Name:
Title:
BEAR XXXXXXX INVESTMENT CAPTIVA FINANCE LTD.
PRODUCTS INC.
By /s/Xxxxx Xxxxxx By /s/Xxxx X. Xxxxxxxxx
Name: Name: Xxxx X. Xxxxxxxxx
Title: Title: Director
Amendment No. 4 to Credit Agreement
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CAPTIVA II FINANCE LTD. CARILLON HOLDING, INC.
By /s/Xxxx X. Xxxxxxxxx By
Name: Xxxx X. Xxxxxxxxx Name:
Title: Vice President Title:
CERES FINANCE LTD. XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By /s/Xxxx X. Xxxxxxxxx By /s/Wan-Tu Yen
Name: Xxxx X. Xxxxxxxxx Name: Wan-Tu Yen
Title: Vice President Title: VP & General Manager
CIBC INC. CITIBANK, N.A.
By By
Name: Name:
Title: Title:
CITY NATIONAL BANK COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH
By /s/Xxxxx Xxxxxx By /s/G. Xxx XxXxxxxxx
Name: Xxxxx Xxxxxx Name: G. Xxx XxXxxxxxx
Title: Senior Vice President Title: Vice President
By /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
Amendment No. 4 to Credit Agreement
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COOPERATIEVE CENTRALE CORESTATES BANK, N.A.
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By /s/Xxxx X. XxXxxxxxx By /s/Xxxxx X. Xxxxx
Name: Xxxx X. XxXxxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
By /s/W. Xxxxxx X. Xxxxx
Name: W. Xxxxxx X. Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON CYPRESS TREE INVESTMENT
MANAGEMENT COMPANY, INC.
As Attorney-in-Fact and on behalf
By /s/Xxxx X. Xxxxxx of First Allmerica Financial
Name: Xxxx X. Xxxxxx Life Insurance Company, Inc.
Title: Vice President
By /s/Xxxxxx X. Xxxxx By /s/Xxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx
Title: Director Title: Managing Director
DEBT STRATEGIES FUND, INC. DLJ CAPITAL FUNDING, INC.
By /s/Xxxx XxXxxxxx By
Name: Xxxx XxXxxxxx Name:
Title: Authorized Signatory Title:
FC CBO LD. FIRST UNION NATIONAL BANK
By By
Name: Name:
Title: Title:
Amendment No. 4 to Credit Agreement
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FLEET NATIONAL BANK FUJI BANK, LTD.
By /s/Xxxxxxxxx X. Xxxxxx By /s/Xxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx
Title:Vice President Title: Vice President & Manager
XXXXXXX XXXXX CREDIT INDOSUEZ CAPITAL FUNDING II, LTD.
PARTNERS L.P. By: Indosuez Capital as Portfolio Advisor
By /s/Xxxx Xxxxx By /s/Xxxxxxxxx Xxxxxxxxx
Name: Xxxx Xxxxx Name: Xxxxxxxxx Xxxxxxxxx
Title: Authorized Signatory Title: Vice President
INDOSUEZ CAPITAL FUNDING III, LTD. INDUSTRIAL BANK OF JAPAN, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By /s/Xxxxxxxxx Xxxxxxxxx By /s/Xxxxxxx Xxxx
Name: Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxx
Title: Vice President Title: Senior Vice President
ING BARING (U.S.) CAPITAL KEY CORPORATE CAPITAL INC.
CORPORATION
By /s/Xxxx X. Xxxxxxx By /s/Xxx Xxxxxxx
Name: Xxxx X. Xxxxxxx Name: Xxx Xxxxxxx
Title: Vice President Title: Corporate Banking Officer
KOREA FIRST BANK, LOS ANGELES KZH HOLDING CORPORATION III
AGENCY
By /s/Xxxxx Xxx Nam By
Name: Xx. Xxxxx Xxx Xxx Name:
Title: Agent & General Manager Title:
Amendment No. 4 to Credit Agreement
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XXXXXX COMMERCIAL PAPER, INC. LTCB TRUST COMPANY
By /s/Xxxxxxx Xxxxxxx By /s/Xxxx X. Xxxxxxxx
Name: Xxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Authorized Signatory Title: Executive vice President
MEESPIERSON CAPITAL CORP. XXXXXX BANK LTD
By /s/Fredrik J. Vroese By
Name: Fredrik J. Vrose Name:
Title: Vice President Title:
By /s/Xxxx X'Xxxxxx By
Name: Xxxx X'Xxxxxx Name:
Title: Senior Vice President Title:
XXXXXXX XXXXX DEBT STRATEGIES XXXXXXX XXXXX PRIME RATE
PORTFOLIO PORTFOLIO
By Xxxxxxx Xxxxx Asset Management, By Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor L.P., as Investment Advisor
By /s/Xxxx XxXxxxxx By /s/Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx Name: Xxxx XxXxxxxx
Title:Authorized Signatory Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING THE MITSUBISHI TRUST AND BANKING
RATE FUND, INC. CORPORATION
By /s/Xxxx XxXxxxxx By /s/Xxxxxxxx Xxxxxxx
Name: Xxxx XxXxxxxx Name: Xxxxxxxx Xxxxxxx
Title:Authorized Signatory Title: Vice President
Amendment No. 4 to Credit Agreement
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ML CBO IV (CAYMAN) LTD. OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A unit of The Chase
By Protective Asset Management, Manhattan Bank)
L.L.C as Collateral Manager
By /s/Xxxxx Xxxxxxx By /s/Xxxxxx X. Xxxxxx
Name: Xxxxx Xxxxxxx, CFA, CPA Name: Xxxxxx X. Xxxxxx
Title:President - Protective Title: Managing Director
Asset Management Company
PAMCO CAYMAN LTD. PNC BANK, NATIONAL ASSOCIATION
By Protective Asset Management,
L.L.C. as Collateral Manager
By /s/Xxxxx Xxxxxxx By /s/Xxxxxx X. XxXxxxxx
Name: Xxxxx Xxxxxxx, CFA, CPA Name: Xxxxxx X. XxXxxxxx
Title:President -- Protective Title: Vice President
Asset Management Company
ROYAL BANK OF CANADA SENIOR HIGH INCOME PORTFOLIO, INC.
By /s/Xxxx X. Page By /s/Xxxx XxXxxxxx
Name: Xxxx X. Page Name: Xxxx XxXxxxxx
Title:Senior Manager Title: Authorized Signatory
STRATA FUNDING LTD. THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By /s/Xxxx X. Xxxxxxxxx By /s/Xxxxxx X. Tata
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Tata
Title:Director Title: Senior Vice President
Amendment No. 4 to Credit Agreement
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THE SUMITOMO TRUST & BANKING U.S. BANK OF WASHINGTON, N.A.
COMPANY LTD., NEW YORK BRANCH
By By /s/Xxxx Xxxxxx
Name: Name: Xxxx Xxxxxx
Title: Title: Vice President
By
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President --
Portfolio Manager
Amendment No. 4 to Credit Agreement
