**Exhibit 4.6.4**
[Execution Copy]
AMENDMENT NO. 3
          AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of October 29, 2003among NEXTEL COMMUNICATIONS, INC. (“NCI”), NEXTEL FINANCE COMPANY (the“Borrower”) and the other RESTRICTED COMPANIES party hereto and TORONTODOMINION (TEXAS), INC., in its capacity as Administrative Agent pursuant toauthority granted by the Required Lenders pursuant to Section 10.02(b) of theCredit Agreement (as defined below).
          NCI, the Restricted Companies, the lenders party thereto, theAdministrative Agent and JPMorgan Chase Bank, formerly known as The ChaseManhattan Bank, as Collateral Agent, are parties to an Amended and RestatedCredit Agreement dated as of November 9, 1999 (as modified and supplemented andin effect from time to time, the “Credit Agreement”), providing, subject to theterms and conditions thereof, for extensions of credit (by means of loans andletters of credit) to be made by said lenders to the Borrower in an aggregateprincipal or face amount not exceeding $6,000,000,000. NCI, the RestrictedCompanies and the Administrative Agent (pursuant to authority granted by, andhaving obtained all necessary consents of, the Required Lenders of each Classand each Issuing Bank whose LC Exposure is increasing) wish now to amend theCredit Agreement in certain respects, and accordingly, the parties heretohereby agree as follows:
          Section 1. Definitions. Except as otherwise defined in this AmendmentNo. 3, terms defined in the Credit Agreement are used herein as definedtherein.
          Section 2. Amendments. Subject to the satisfaction of the conditionsprecedent 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 “thisAgreement” (and indirect references such as “hereunder”, “hereby”, “herein” and“hereof”) shall be deemed to be references to the Credit Agreement as amendedhereby.
          2.02. Definitions. Section 1.01 of the Credit Agreement shall be amendedby 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 RestrictedCompanies, the excess (determined without duplication in accordance withGAAP) 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 RestrictedCompanies made during such fiscal year, except for any such Capital
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Expenditures to the extent financed with the proceeds of Indebtednessincurred pursuant to Section 7.01(d) or 7.01(e) during such fiscal year and that is securedby Liens permitted under Section 7.02(f) plus (iii) the aggregate amountpaid, or required to be paid, in cash in respect of income taxes duringsuch fiscal year plus (iv) the aggregate amount of Restricted Paymentsmade by the Restricted Companies to enable the payment of principal andinterest in respect of Public Notes, or the redemption price anddividends in respect of Disqualified Capital Stock (other than any suchRestricted Payments to the extent financed with the proceeds of equitycapital received by the Restricted Companies or Indebtedness incurredpursuant 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 fiscalquarter, the ratio (determined without duplication in accordance withGAAP) of (a) the sum of (i) Annualized Operating Cash Flow as at such dayplus (ii) the aggregate unutilized amount of the Revolving CreditCommitments hereunder as at such day plus (iii) the amount of cash andcash 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 forthe period of four fiscal quarters ending on such day plus (ii) theaggregate amount of Capital Expenditures for NCI and the RestrictedCompanies made during such period, except for any such CapitalExpenditures to the extent financed with the proceeds of Indebtednessincurred pursuant to Section 7.01(d) or 7.01(e) during such fiscal yearand 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 NCIand 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 theircapacity as issuers of Letters of Credit hereunder.
          2.03. Letters of Credit. Section 2.04(b) of the Credit Agreement shallbe amended in its entirety to read as follows:
     “(b) Notice of Issuance, Amendment, Renewal, Extension; CertainConditions. To request the issuance of a Letter of Credit (or theamendment, renewal or extension of an outstanding Letter of Credit), theBorrower shall hand deliver or telecopy (or transmit by electroniccommunication, if arrangements for doing so have been approved by therespective Issuing Bank) to an Issuing Bank selected by it and theAdministrative Agent (reasonably in advance of the requested date ofissuance, amendment, renewal or extension) a notice requesting theissuance of a Letter of Credit, or identifying the Letter of Credit to beamended, renewed or extended, the date of issuance, amendment, renewal orextension, the date on which such Letter of Credit is to expire (whichshall comply with paragraph (c) of this Section 2.04), the amount of suchLetter of Credit, the name and address of the beneficiary thereof andsuch other information as shall be necessary to prepare, amend, renew orextend such Letter of Credit. If requested by the respective
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IssuingBank, the Borrower also shall submit a letter of credit application onsuch IssuingBank’s standard form in connection with any request for a Letter ofCredit. A Letter of Credit shall be issued, amended, renewed or extendedonly if (and upon issuance, amendment, renewal or extension of eachLetter of Credit the Borrower shall be deemed to represent and warrantthat), after giving effect to such issuance, amendment, renewal orextension (i) the aggregate LC Exposure of each of JPMorgan Chase Bank,Bank of America, N.A. and Societe Generale in their respective capacitiesas Issuing Banks (determined for these purposes without giving effect tothe participations therein of the Revolving Credit Lenders pursuant toparagraph (d) of this Section 2.04) shall not exceed $200,000,000 and theaggregate LC Exposure of each of The Toronto-Dominion Bank and BarclaysBank PLC in their respective capacities as Issuing Banks (determined forthese purposes without giving effect to the participations therein of theRevolving Credit Lenders pursuant to paragraph (d) of this Section 2.04)shall not exceed $75,000,000, (ii) the aggregate LC Exposure of all ofthe Issuing Banks (so determined) shall not exceed $750,000,000 and (iii)the total Revolving Credit Exposure shall not exceed the total RevolvingCredit Commitments.”
          2.04. Prepayment of Loans. Sections 2.09(a) of the Credit Agreementshall be amended in its entirety to read as follows:
     “(a) Optional Prepayment. The Borrower shall have the right at anytime and from time to time to prepay any Borrowing of any Class in wholeor in part, subject to prior notice in accordance with paragraph (d) ofthis Section 2.09, provided that any prepayment of the Term Loans of anyClass shall be applied to the respective installments thereof in thedirect order of their maturities (i.e., so that the earliest maturinginstallments are prepaid first). It shall not be necessary in connectionwith the prepayment of any Class of Term Loans that concurrentprepayments be made of any other Class of Loans.”
          2.05. Assignment by Lenders. Section 10.04(b)(i) of the Credit Agreementshall be amended in its entirety to read as follows:
     “(i) except in the case of an assignment to a Lender or anAffiliate of a Lender or an Approved Fund, each of the Borrower and theAdministrative Agent must give their prior written consent to suchassignment (which consent shall not be unreasonably withheld or delayed)and, in the case of any such assignment as to which no consent of theAdministrative Agent is required, the Administrative Agent shall haveacknowledged receipt of such assignment, provided that, notwithstandingthe foregoing, in the case of an assignment of all or a portion of aRevolving Credit Commitment or any Revolving Credit Lender’s obligationsin respect of its LC Exposure, each Issuing Bank must give its priorwritten consent to such assignment (which consent shall not beunreasonably withheld or delayed),”.
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          Section 3. Representations and Warranties. NCI and each RestrictedCompany represents and warrants to the Lenders and the Agents, as to itself andeach of its subsidiaries, that the representations and warranties set forth inArticle IV of the Credit Agreement and the other Loan Documents are true andcomplete on the date hereof as if made on and as of the date hereof (or, if anysuch representation or warranty is expressly stated to have been made as of aspecific date, such representation or warranty shall be true and correct as ofsuch specific date), and as if each reference in said Article IV to “thisAgreement” included reference to this Amendment No. 3.
          Section 4. Conditions Precedent. The amendments set forth in Section 2hereof, shall become effective as of the date hereof on the date which theAdministrative Agent (or Special Counsel) shall have received (a) executedcounterparts of this Amendment No. 3 from NCI, the Restricted Companies and theAdministrative Agent (pursuant to authority granted by, and having obtained allnecessary consents of the Required Lenders of each Class and each Issuing Bankwhose LC Exposure is increasing) and (b) for the account of each Lender that,by delivery of an appropriate authorization to the Administrative Agent on orbefore 5:00 P.M., New York City time, on Tuesday, October 28, 2003, shall haveauthorized 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 ofthe outstanding principal amount of Loans and LC Exposure held by such Lenderplus (ii) the aggregate unutilized amount of Commitments held by such Lender.
          Section 5. Record Date. Pursuant to the penultimate paragraph of Section10.02(b) of the Credit Agreement, the Administrative Agent establishes October14, 2003 as the “record date” in connection with this Amendment No. 3.
          Section 6. Miscellaneous. Except as herein provided, the CreditAgreement shall remain unchanged and in full force and effect. This AmendmentNo. 3 may be executed in any number of counterparts, all of which takentogether shall constitute one and the same amendatory instrument and any of theparties hereto may execute this Amendment No. 3 by signing any suchcounterpart. This Amendment No. 3 shall be governed by, and construed inaccordance with, the law of the State of New York.
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 toCredit Agreement to be duly executed and delivered as of the day and year firstabove 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.
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- 6 -             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