exv4w6w4



 





Exhibit 4.6.4




[Execution Copy]




AMENDMENT NO. 3




          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).



          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 of each Class
and each Issuing Bank whose LC Exposure is increasing) 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. 3, 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 4 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.



          2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended
by amending the definitions of “Excess Cash Flow”, “Fixed Charges Ratio” and
“Issuing Bank” in their entirety as follows:




     “Excess Cash Flow” means, for any fiscal year of the Restricted
Companies, the excess (determined without duplication in accordance with
GAAP) of (a) Operating Cash Flow for such fiscal year over (b) the sum of
(i) Debt Service for the Restricted Companies for such fiscal year plus
(ii) the aggregate amount of all Capital Expenditures for the Restricted
Companies made during such fiscal year, except for any such Capital



Amendment No. 3




 









 








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Expenditures to the extent financed with the proceeds of Indebtedness
incurred pursuant to Section 7.01(d) or 7.01(e) during such fiscal year and that is secured
by Liens permitted under Section 7.02(f) plus (iii) the aggregate amount
paid, or required to be paid, in cash in respect of income taxes during
such fiscal year plus (iv) the aggregate amount of Restricted Payments
made by the Restricted Companies to enable the payment of principal and
interest in respect of Public Notes, or the redemption price and
dividends in respect of Disqualified Capital Stock (other than any such
Restricted Payments to the extent financed with the proceeds of equity
capital received by the Restricted Companies or Indebtedness incurred
pursuant to Section 7.01(e) during such fiscal year) plus (v)
$10,000,000.




     “Fixed Charges Ratio” means, as at the last day of any fiscal
quarter, the ratio (determined without duplication in accordance with
GAAP) of (a) the sum of (i) Annualized Operating Cash Flow as at such day
plus (ii) the aggregate unutilized amount of the Revolving Credit
Commitments hereunder as at such day plus (iii) the amount of cash and
cash equivalents held by NCI and the Restricted Companies on such day to
(b) the sum of (i) Debt Service for NCI and the Restricted Companies for
the period of four fiscal quarters ending on such day plus (ii) the
aggregate amount of Capital Expenditures for NCI and the Restricted
Companies made during such period, except for any such Capital
Expenditures to the extent financed with the proceeds of Indebtedness
incurred pursuant to Section 7.01(d) or 7.01(e) during such fiscal year
and that is secured by Liens permitted under Section 7.02(f) plus (iii)
the aggregate amount of Federal, state and local income taxes paid by NCI
and its subsidiaries in respect of such period.




     “Issuing Banks” mean JPMorgan Chase Bank, Bank of America, N.A.,
Societe Generale, Toronto-Dominion Bank and Barclays Bank PLC, in their
capacity as issuers of Letters of Credit hereunder.



          2.03. Letters of Credit. Section 2.04(b) of the Credit Agreement shall
be amended in its entirety to read as follows:




     “(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the
respective Issuing Bank) to an Issuing Bank selected by it and the
Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, the date of issuance, amendment, renewal or
extension, the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section 2.04), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the respective



Amendment No. 3





 









 








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Issuing
Bank, the Borrower also shall submit a letter of credit application on
such Issuing
Bank’s standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or
extension (i) the aggregate LC Exposure of each of JPMorgan Chase Bank,
Bank of America, N.A. and Societe Generale in their respective capacities
as Issuing Banks (determined for these purposes without giving effect to
the participations therein of the Revolving Credit Lenders pursuant to
paragraph (d) of this Section 2.04) shall not exceed $200,000,000 and the
aggregate LC Exposure of each of The Toronto-Dominion Bank and Barclays
Bank PLC in their respective capacities as Issuing Banks (determined for
these purposes without giving effect to the participations therein of the
Revolving Credit Lenders pursuant to paragraph (d) of this Section 2.04)
shall not exceed $75,000,000, (ii) the aggregate LC Exposure of all of
the Issuing Banks (so determined) shall not exceed $750,000,000 and (iii)
the total Revolving Credit Exposure shall not exceed the total Revolving
Credit Commitments.”



          2.04. Prepayment of Loans. Sections 2.09(a) of the Credit Agreement
shall be amended in its entirety to read as follows:




     “(a) Optional Prepayment. The Borrower shall have the right at any
time and from time to time to prepay any Borrowing of any Class in whole
or in part, subject to prior notice in accordance with paragraph (d) of
this Section 2.09, provided that any prepayment of the Term Loans of any
Class shall be applied to the respective installments thereof in the
direct order of their maturities (i.e., so that the earliest maturing
installments are prepaid first). It shall not be necessary in connection
with the prepayment of any Class of Term Loans that concurrent
prepayments be made of any other Class of Loans.”



          2.05. Assignment by Lenders. Section 10.04(b)(i) of the Credit Agreement
shall be amended in its entirety to read as follows:




     “(i) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund, each of the Borrower and the
Administrative Agent must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld or delayed)
and, in the case of any such assignment as to which no consent of the
Administrative Agent is required, the Administrative Agent shall have
acknowledged receipt of such assignment, provided that, notwithstanding
the foregoing, in the case of an assignment of all or a portion of a
Revolving Credit Commitment or any Revolving Credit Lender’s obligations
in respect of its LC Exposure, each Issuing Bank must give its prior
written consent to such assignment (which consent shall not be
unreasonably withheld or delayed),”.



Amendment No. 3




 









 








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          Section 3. 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. 3.



          Section 4. Conditions Precedent. The amendments set forth in Section 2
hereof, shall become effective as of the date hereof on the date which the
Administrative Agent (or Special Counsel) shall have received (a) executed
counterparts of this Amendment No. 3 from NCI, the Restricted Companies and the
Administrative Agent (pursuant to authority granted by, and having obtained all
necessary consents of the Required Lenders of each Class and each Issuing Bank
whose LC Exposure is increasing) and (b) for the account of each Lender that,
by delivery of an appropriate authorization to the Administrative Agent on or
before 5:00 P.M., New York City time, on Tuesday, October 28, 2003, shall have
authorized the Administrative Agent to execute and deliver this Amendment No.
3, a consent fee in an amount equal to 0.05% of the sum (determined as of the
“record date” as provided in Section 5 hereof) of (i) the aggregate amount of
the outstanding principal amount of Loans and LC Exposure held by such Lender
plus (ii) the aggregate unutilized amount of Commitments held by such Lender.



          Section 5. Record Date. Pursuant to the penultimate paragraph of Section
10.02(b) of the Credit Agreement, the Administrative Agent establishes October
14, 2003 as the “record date” in connection with this Amendment No. 3.



          Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 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. 3 by signing any such
counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.



Amendment No. 3




 









 








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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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. Lindhal
	 	 	 	 	 	 	
 
	 	 	 	 	 	 	Name: Richard S. Lindhal
	 	 	 	 	 	 	Title: VP and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	RESTRICTED COMPANIES
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NEXTEL FINANCE COMPANY
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Richard S. Lindhal
	 	 	 	 	 	 	
 
	 	 	 	 	 	 	Name: Richard S. Lindhal
	 	 	 	 	 	 	Title: VP and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FCI 900, Inc.
	 	 	 	 	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 OF NEW YORK, INC.







Amendment No. 3




 









 








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	 	 	 	 	NEXTEL OPERATIONS, INC.
	 	 	 	 	NEXTEL SOUTH CORP.
	 	 	 	 	NEXTEL OF TEXAS, INC.
	 	 	 	 	NEXTEL SYSTEMS CORP.
	 	 	 	 	NEXTEL WEST CORP.
	

	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Richard S. Lindhal
	 	 	 	 	 	 	
 
	 	 	 	 	 	 	Name: Richard S. Lindhal
	 	 	 	 	 	 	Title: VP and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FORT WORTH TRUNKED RADIO LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By Nextel of Texas, Inc., a General Partner
	

	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Richard S. Lindhal
	 	 	 	 	 	 	
 
	 	 	 	 	 	 	Name: Richard S. Lindhal
	 	 	 	 	 	 	Title: VP and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TORONTO DOMINION (TEXAS) INC.,
	 	 	 	 	 	 	  as Administrative Agent
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By
	 	/s/ Jim Bridwell
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	Name: Jim Bridwell
	

	 	 	 	 	 	 	 	Title: Vice President








Amendment No. 3