EXHIBIT 4.4
[Execution Copy]
AMENDMENT NO. 1 TO SECOND SECURED VENDOR FINANCING AGREEMENT
AMENDMENT NO. 1 TO SECOND SECURED 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"); and the
VENDOR LENDERS listed on the signature pages hereto under the caption "VENDOR
LENDERS" (individually, a "Vendor Lender" and, collectively, the "Vendor
Lenders").
NCI, the Restricted Companies and the Vendor Lenders are parties to a
Second Secured Vendor Financing Agreement dated as of August 19, 1997 (as
modified and supplemented and in effect from time to time, the "Second Secured
Vendor Financing Agreement"), and wish to amend the Second Secured 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.
1, terms defined in the Second Secured 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 Second Secured 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. 1 by NCI, the Restricted Companies and the
Required Vendor Lenders.
Amendment No. 1 to Second Secured Vendor Financing Agreement
BII\87934
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Section 4. MISCELLANEOUS. Except as herein provided, the Second Secured
Vendor Financing Agreement shall remain unchanged and in full force and effect.
This Amendment No. 1 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. 1 by signing any such
counterpart. 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 Second Secured Vendor Financing Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Second Secured 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. 1 to Second Secured 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. 1 to Second Secured 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
VENDOR LENDERS
MOTOROLA, INC.
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Director, Worldwide Customer
Financing and Treasury
