exv4w6w5



 






Exhibit 4.6.5




AMENDMENT NO. 4




                    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).



                    NCI, the Restricted Companies, the lenders party thereto, the
Administrative Agent and JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank, as Collateral Agent, are parties to an Amended and Restated
Credit Agreement dated as of November 9, 1999 (as modified and supplemented and
in effect from time to time, the “Credit Agreement”), providing, subject to the
terms and conditions thereof, for extensions of credit (by means of loans and
letters of credit) to be made by said lenders to the Borrower in an aggregate
principal or face amount not exceeding $6,000,000,000. NCI, the Restricted
Companies and the Administrative Agent, pursuant to authority granted by, and
having obtained all necessary consents of, the Required Lenders party to the
Credit Agreement after giving effect to the Amendments contemplated by this
Amendment No. 4 (such Required Lenders being herein referred to as the
“Required Amendment Lenders”) wish now to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as follows:



                    Section 1. Definitions. Except as otherwise defined in this Amendment
No. 4, 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 5 below, but effective as of the date hereof,
the Credit Agreement shall be amended as follows:



                    2.01. References Generally. 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 references to the Credit Agreement as amended
hereby.



Amendment No.4









 






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                    2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended
by amending the definition of “Incremental Facility Loan Commitment” in its
entirety as follows:




          “Incremental Facility Loan Commitment” means, collectively, the
Incremental Facility Revolving Loan Commitments of each Series and the
Incremental Facility Term Loan Commitments of each Series. The aggregate
amount of the Incremental Facility Loan Commitments of all Series shall
not exceed $1,000,000,000, provided that, without giving effect to such
limit, after the execution and delivery of Amendment No. 4 hereto,




          (i) the Borrower may establish a Series of Incremental
Facility Term Loan Commitments so long as such Commitments either
(x) provide that the proceeds of any Incremental Facility Term
Loans made thereunder are required to be applied to the payment or
prepayment of principal of other Term Loans (as selected by the
Borrower) outstanding hereunder on the date such Incremental
Facility Term Loans are made or (y) provide, as to any Incremental
Facility Loan Lender that wishes to hold Incremental Facility Term
Loans and that also holds Term Loans that such Lender shall convert
existing Term Loans held by it into Incremental Facility Term Loans
of such Series and




          (ii) the Borrower may establish one or more Series of
Incremental Facility Revolving Loan Commitments so long as
Borrowings under any such Incremental Facility Revolving Loan
Commitments shall not be permitted in amounts greater than the
amount of Revolving Credit Commitments hereunder being reduced or
terminated on such date.



                    2.03. Commitments. Section 2.01(e) of the Credit Agreement shall be
amended in its entirety to read as follows:




          “(e) Incremental Facility Loans. In addition to Borrowings of
Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and
Tranche C Term Loans pursuant to paragraphs (a), (b), (c) and (d) above,
at any time and from time to time prior to the Revolving Credit Maturity
Date, the Borrower may request that one or more Persons (which may
include the Lenders) offer to enter into commitments to make additional
revolving loans (“Incremental Facility Revolving Loans”) or term loans
(“Incremental Facility Term Loans” and, together with the Incremental
Facility Revolving Loans, “Incremental Facility Loans”) under this
paragraph (e), it being understood that if such offer is to be made by
any Person that is not already a Lender hereunder, (x) the Administrative
Agent shall have consented to such Person being a Lender hereunder to the
extent such consent would be required pursuant to Section 10.04(b) in the
event of an assignment to such Person and (y) in the case of a commitment
for Incremental Facility Revolving Loans providing for the issuance of
Letters of Credit, each Issuing Bank shall have consented to such Person
being a Lender hereunder to the extent such consent would be required
pursuant to Section 10.04(b) in the event of an assignment to such
Person. In the event that one or more of such Persons



Amendment No.4










 







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offer, in their sole discretion, to enter into such commitments, and such
Persons and the Borrower agree as to the amount of such commitments that
shall be allocated to the respective Persons making such offers and the
fees (if any) and interest to be payable by the Borrower in connection
therewith, in the case of Incremental Facility Revolving Loans, the
commitment reduction schedule and commitment termination date to be
applicable thereto and, in the case of Incremental Facility Term Loans
the amortization and maturity date to be applicable thereto, the
Borrower, such Persons, the Administrative Agent and the Collateral Agent
shall execute and deliver an appropriate Incremental Facility Amendment,
and such Persons shall become obligated to make Incremental Facility
Revolving Loans or Incremental Facility Term Loans, as applicable, under
this Agreement in an amount equal to the amount of their respective
Incremental Facility Revolving Loan Commitments and Incremental Facility
Term Loan Commitments, as applicable, as specified in such Incremental
Facility Amendment. The Incremental Facility Loans to be made pursuant
to any such agreement between the Borrower and one or more Persons in
response to any such request by the Borrower shall be deemed to be a
separate “Series” of Incremental Facility Loans for all purposes of this
Agreement.



          Anything herein to the contrary notwithstanding, the following
additional provisions shall be applicable to the Incremental Facility
Loan Commitments, and Incremental Facility Loans, of any Series:




          (i) the minimum aggregate principal amount of Incremental
Facility Loan Commitments entered into pursuant to any such request
(and, accordingly, the minimum aggregate principal amount of any
Series of Incremental Facility Loans) shall be $100,000,000,




          (ii) the Average Life to Maturity of scheduled commitment
reductions for Incremental Facility Revolving Loan Commitments
shall be greater than the Average Life to Maturity (determined on a
combined basis) of the Revolving Credit Loans and Tranche A Term
Loans (except that Incremental Facility Revolving Loan Commitments
shall be entitled to participate, to the extent provided in Section
2.09(b), in mandatory commitment reductions),




          (iii) the Average Life to Maturity of the Incremental
Facility Term Loans of any Series shall be greater than the Average
Life to Maturity (determined on a combined basis) of the Revolving
Credit Loans and Tranche A Term Loans (except that Incremental
Facility Term Loans shall be entitled to participate, to the extent
provided in Section 2.09(b), in mandatory prepayments), and




          (iv) the final maturity date of the Incremental Facility Term
Loans of any Series shall not be earlier than the date three months
after the final Principal Payment Date for the Tranche A Term Loans
(but such final maturity may be accelerated to any accelerated
final Principal Payment Date for the Tranche A Term Loans pursuant
to the last sentence of Section 2.08(d)).



Amendment No.4










 






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          Following execution and delivery by the Borrower, one or more
Incremental Facility Lenders, the Administrative Agent and the Collateral
Agent as provided above of an Incremental Facility Amendment with respect
to any Series then, subject to the terms and conditions set forth herein:




          (x) if such Incremental Facility Loans are to be Incremental
Facility Revolving Loans, each Incremental Facility Loan Lender of
such Series agrees to make Incremental Facility Revolving Loans of
such Series to the Borrower from time to time during the
availability period for such Loans set forth in such Incremental
Facility Amendment, in each case in an aggregate principal amount
that will not result in such Lender’s Incremental Facility
Revolving Loans of such Series exceeding such Lender’s Incremental
Facility Revolving Loan Commitment of such Series; within the
foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Incremental
Facility Revolving Loans of such Series;




          (y) if such Incremental Facility Loans are to be Incremental
Facility Term Loans, each Incremental Facility Term Loan Lender of
such Series agrees to make Incremental Facility Term Loans of such
Series to the Borrower from time to time during the availability
period for such Loans set forth in such Incremental Facility
Amendment, in a principal amount up to but not exceeding such
Lender’s Incremental Facility Term Loan Commitment of such Series;
and




          (z) any Incremental Facility Revolving Loan Commitments
established, and Incremental Facility Term Loans of any Series
made, upon or after the effectiveness of Amendment No. 4 hereto
shall be subject to the requirements set forth in the definition of
“Incremental Facility Loan Commitment” in Section 1.01 and, in the
case of Incremental Facility Term Loans, may, at the option of an
Incremental Facility Loan Lender, be made through the conversion of
existing Term Loans into Incremental Facility Term Loans of such
Series as provided in said definition (and each reference in this
Agreement to the “making” of any such Incremental Facility Term
Loan, or words of similar import, shall in the case of such Lender
be deemed to include such conversion).



          Proceeds of Incremental Facility Loans shall be available for any
use permitted under the applicable provisions of Section 6.09.”



Amendment No.4










 




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                    Section 3. Certain Consents. Anything in the Credit Agreement to the
contrary notwithstanding, the Required Amendment Lenders, by authorizing the
Administrative Agent to execute and deliver this Amendment No. 4, consent to
any future amendment to the Credit Agreement that effects any or all of the
following (it being understood that to the extent such amendment effects any
other changes to the Credit Agreement, it shall be subject to approval by the
appropriate Lenders as and to the extent specified in Section 10.02 of the
Credit Agreement):




          (i) provides for one or more (but not all) of the Revolving Credit
Lenders to forego any reductions of their Revolving Credit Commitments
otherwise scheduled to occur on any date pursuant to Section 2.07(b) of
the Credit Agreement, or required to occur by reason of a voluntary
reduction of Revolving Credit Commitments at the option of the Borrower
so long as, for each Revolving Credit Lender whose Revolving Credit
Commitment is reducing and has not agreed to forego such reduction
(herein, a “Reducing Lender”), the Borrower shall prepay the Revolving
Credit Loans of such Reducing Lender (and, to the extent necessary,
provide cover for LC Exposure of such Reducing Lender pursuant to Section
2.04(i) of the Credit Agreement), in an amount equal to the amount by
which the Revolving Credit Commitment of such Reducing Lender is being
reduced, it being understood that (x) any such prepayment of Loans of
such Reducing Lender shall be applied to the Loans of each Type and
Interest Period held by such Reducing Lender so that, after giving effect
to such prepayment, the Loans of such Reducing Lender are held ratably by
Type and Interest Period with the Loans held by each other Revolving
Credit Lender and (y) any such cover for the LC Exposure of any such
Reducing Lender whose Revolving Credit Commitment is so reducing, shall
be held in a sub-account of the Letter of Credit Account in which such
cover is held for such Reducing Lender segregated from all other funds in
the Letter of Credit Account; or




          (ii) provides for one or more (but not all) of the Revolving Credit
Lenders to forego a voluntary termination of Commitments being effected
at the option of the Borrower, so long as, for each Revolving Credit
Lender whose Revolving Credit Commitment is terminating and has not
agreed to forego such voluntary termination (herein, a “Terminating
Lender”), the Borrower shall pay in full the Revolving Credit Loans of
such Terminating Lender (and, to the extent necessary, provide full cover
for the LC Exposure of such Terminating Lender pursuant to Section
2.04(i) of the Credit Agreement), it being understood that any such cover
for LC Exposure of any such Terminating Lender whose Revolving Credit
Commitment is so terminating, shall be held in a sub-account of the
Letter of Credit Account in which such cover is held for such Terminating
Lender segregated from all other funds in the Letter of Credit Account,



it being understood that this Section 3 is only intended to constitute the
consent of the Required Lenders under the Credit Agreement to any such future
amendment, and is not intended to constitute a consent of any Revolving Credit
Lender that is foregoing any reduction or termination of Revolving Credit
Commitments as contemplated above (the consent of each of which affected
Revolving Credit Lenders shall be necessary as a condition to such Lender
foregoing any such reduction or termination).



Amendment No.4











 






-6-






                    Section 4. Representations and Warranties. NCI and each Restricted
Company represents and warrants to the Lenders and the Agents, as to itself and
each of its subsidiaries, that the representations and warranties set forth in
Article IV of the Credit Agreement and the other Loan Documents are true and
complete on the date hereof as if made on and as of the date hereof (or, if any
such representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of
such specific date), and as if each reference in said Article IV to “this
Agreement” included reference to this Amendment No. 4.



                    Section 5. Conditions Precedent. The amendments set forth in Section 2
hereof, shall become effective as of the date hereof upon satisfaction of the
following conditions:




          (a) the Administrative Agent (or Special Counsel) shall have
received executed counterparts of this Amendment No. 4 from NCI, the
Restricted Companies and the Administrative Agent (pursuant to authority
granted by, and having obtained all necessary consents of, the Required
Lenders party to the Credit Agreement after giving effect to the
amendments contemplated by this Amendment No. 4); and




          (b) the principal of and interest on and all other amounts
(including any amounts payable under Section 2.14 of the Credit
Agreement) owing in respect of the Tranche B Term Loans, Tranche C Term
Loans and Tranche D Term Loans shall have been prepaid in full from funds
available to the Borrower and the proceeds of a new Series of Tranche E
Term Loans made under the Credit Agreement concurrently with the
effectiveness of the amendments contemplated by this Amendment No. 4.



                    Section 6. Record Date. Pursuant to the penultimate paragraph of Section
10.02(b) of the Credit Agreement, the Administrative Agent establishes November
14, 2003 as the “record date” in connection with this Amendment No. 4.



                    Section 7. Miscellaneous. Except as herein provided, the Credit
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








 






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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/ Richard S. Lindahl
	

	 	
 
	

	 	Name: Richard S. Lindahl
	

	 	Title: Vice President & Treasurer







	 	 	 	 	 	 	 
	 	 	RESTRICTED COMPANIES
	 
	 	 	 	 	 	 
	 	 	 	 	NEXTEL FINANCE COMPANY
	 
	 	 	 	 	 	 
	

	 	 	 	By
	 	/s/ Richard S. Lindahl
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: Richard S. Lindahl
	

	 	 	 	 	 	Title: Vice President & Treasurer
	 
	 	 	 	 	 	 
	 	 	 	 	FCI
900, Inc.

NEXTEL BOOST OF CALIFORNIA, LLC

NEXTEL COMMUNICATIONS OF
THE
MID-ATLANTIC, INC.

NEXTEL OF CALIFORNIA, INC.

NEXTEL LICENSE ACQUISITION
CORP.

NEXTEL LICENSE HOLDINGS 1,
INC.

NEXTEL LICENSE HOLDINGS 2,
INC.

NEXTEL LICENSE HOLDINGS 3,
INC.

NEXTEL LICENSE HOLDINGS 4,
INC.

NEXTEL LICENSE HOLDINGS 5,
INC.

NEXTEL OF NEW YORK, INC.





Amendment No. 4








 





-8-




	 	 	 	 	 	 	 
	

	 	 	 	NEXTEL OPERATIONS, INC.

NEXTEL OF PUERTO RICO, INC.

NEXTEL SOUTH CORP.

NEXTEL OF TEXAS, INC.

NEXTEL SYSTEMS CORP.

NEXTEL WEST CORP.

NEXTEL WEST SERVICES, LLC

	 
	 	 	 	 	 	 
	

	 	 	 	By	 	 
	

	 	 	 	 	 	/s/ Richard S. Lindahl
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: Richard S. Lindahl
	

	 	 	 	 	 	Title: Vice President & Treasurer







	 	 	 	 	 	 	 
	 	ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 
	 	 	 	 	TORONTO DOMINION (TEXAS) INC.,

    as Administrative Agent
	 
	 	 	 	 	 	 
	

	 	 	 	By  
	 	/s/ Jim Bidwell
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name: Jim Bidwell
	

	 	 	 	 	 	Title: Vice President








Amendment No.4