EXHIBIT 99.2
[Execution Copy]
File No. 28692-00300
AMENDMENT NO. 1 TO VENDOR FINANCING AGREEMENT
AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT
dated as of March 24, 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"); MOTOROLA, INC. ("Motorola"); NTFC Capital Corporation ("NTFC
Capital" and, together with Motorola, the "Vendors").
NCI, the Restricted Companies and the Vendors are parties to an Amended,
Restated and Consolidated Credit Agreement dated as of September 27, 1996 (as
modified and supplemented and in effect from time to time, the "Vendor
Financing Agreement"), providing, subject to the terms and conditions thereof,
for loans to be made by Motorola and NTFC Capital to the Borrower in an
aggregate principal amount not exceeding $345,000,000. NCI, the Restricted
Companies and the Vendors wish to amend the Vendor Financing Agreement in
certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment No.
1 to Amended, Restated and Consolidated Credit Agreement, terms defined in the
Vendor Financing Agreement are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the condition
precedent specified in Section 4 below, but effective as of the date hereof,
the Vendor Financing Agreement shall be amended as follows:
A. References in the Vendor Financing Agreement to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Vendor Financing Agreement as amended hereby.
B. Clause (c) of the definition of "Permitted Investments" in Section
1.01 of the Vendor Financing Agreement is hereby amended to read in its
entirety as follows:
"(c) investments in certificates of deposit, banker's acceptances and
time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit
accounts issued or offered by, (i) any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof which has a combined capital and
BII\68195 Amendment No. 1 to Vendor Financing Agreement
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surplus and undivided profits of not less than $250,000,000 or (ii) any
office of any of The Chase Manhattan Bank, Xxxxxx Guaranty Trust Company
of New York or The Toronto-Dominion Bank located in the United Kingdom or
the Bahamas; and".
C. Section 7.01 of the Vendor Financing Agreement is hereby amended by
(i) deleting "and" at the end of clause (f) thereof, (ii) replacing the period
at the end of clause (g) thereof with "; and" and (iii) inserting a new clause
(h) therein reading as follows:
"(h) other unsecured Indebtedness of NCI in an aggregate principal amount
not exceeding $10,000,000 at any time outstanding (or such greater amount
to which the Required Vendors shall have consented)."
Section 3. AUTHORIZATION TO AMEND RESTRICTED COMPANY GUARANTEE AND
SECURITY AGREEMENT. Pursuant to Section 7.02(b) of the Restricted Company
Guarantee and Security Agreement and Section 5.02(c) of the Intercreditor and
Collateral Agency Agreement, each of the Vendors hereby consents to the
amendment of the Restricted Company Guarantee and Security Agreement in the
form of Amendment No. 1 to Restricted Company Guarantee and Security Agreement
attached hereto as Exhibit A and hereby authorizes the Collateral Agent to
enter into said Amendment No. 1 to Restricted Company Guarantee and Security
Agreement on behalf of such Vendor.
Section 4. CONDITIONS PRECEDENT. The amendments to the Vendor Financing
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof, upon the execution and delivery of this Amendment No. 1 to Amended,
Restated and Consolidated Credit Agreement by NCI, the Restricted Companies and
the Required Vendors. The authorization set forth in Section 3 hereof shall
become effective upon the execution and delivery of this Amendment No. 1 to
Amended, Restated and Consolidated Credit Agreement by the Required Vendors.
Section 5. MISCELLANEOUS. Except as herein provided, the Vendor Financing
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 to Amended, Restated and Consolidated 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. 1 to Amended, Restated and Consolidated Credit Agreement by
signing any such counterpart. This Amendment No. 1 to Amended, Restated and
Consolidated Credit Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Amended, Restated and Consolidated Credit Agreement to be duly executed and
delivered as of the day and year first above written.
NEXTEL COMMUNICATIONS, INC.
By /s/X.X. Xxxx
Name: X.X. Xxxx
Title: Vice President and Treasurer
RESTRICTED COMPANIES
NEXTEL FINANCE COMPANY (successor to
Fleet Call Corporation)
By /s/X.X. Xxxx
Name: X.X. Xxxx
Title: Vice President and Treasurer
ADVANCED MOBILECOMM OF
NORTH CAROLINA, INC.
AIR LINK COMMUNICATIONS, INC.
(successor to TRS, Inc.)
AMERICAN MOBILE SYSTEMS, INC.
(successor to Saber Communications, Inc.)
C-CALL CORPORATION
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.)
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FLEET CALL OF UTAH, INC. (successor to
Fleet Call West, Inc., Mobile Radio of
Illinois, Inc., Nextel Western Acquisition
Corp., Spectrum Resources of the Midwest,
Inc., Nextel Hawaii Acquisition Corp.,
Motorola SF, Inc., Airwave Communications
Corp. (Seattle), Mijac Enterprises, Inc.,
Shoreland Communications, Inc. and Nextel
Utah Acquisition Corp.)
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 OF TEXAS, INC. (successor to Fort
Worth Communications, Inc.)
ONECOMM CORPORATION, N.A.
(successor to Dispatch Communications
of Arizona, Inc., Powerfone, Inc. and
Smart SMR of Illinois, Inc.)
POWERFONE HOLDINGS, INC. (successor to
ESMR Sub, Inc.)
SAFETY NET, INC.
SMART SMR, INC.
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SMART SMR OF CALIFORNIA, INC.
SMART SMR OF NEW YORK, INC.
By /s/X.X. Xxxx
Name: X.X. Xxxx
Title: Vice President and Treasurer
FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP
By Fort Worth Communications,
Inc., a General Partner
By /s/X.X. Xxxx
Name: X.X. Xxxx
Title: Vice President and Treasurer
MOTOROLA, INC.
By /s/Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Director, Worldwide Financing
NTFC CAPTIAL CORPORATION
By /s/X.X. Xxxxxxxxx
Name: X.X. Xxxxxxxxx
Title: Secretary
BII\68195 Amendment No. 1 to Vendor Financing Agreement
EXHIBIT A
AMENDMENT NO. 1 TO RESTRICTED COMPANY
GUARANTEE AND SECURITY AGREEMENT
AMENDMENT NO. 1 TO RESTRICTED COMPANY GUARANTEE AND SECURITY AGREEMENT
dated as of March 24, 1997 between NEXTEL FINANCE COMPANY, a corporation duly
organized and validly existing under the laws of the State of Delaware (the
"Borrower"); each of the subsidiaries of Nextel Communications, Inc. listed on
the signature pages hereto under the caption "GUARANTORS" (individually, a
"Guarantor" and, collectively, the "Guarantors" and, together with the Company,
the "Restricted Companies"); and THE CHASE MANHATTAN BANK, as collateral agent
for the Vendors and Lenders party to the Loan Agreements referred to below (in
such capacity, together with its successors in such capacity, the "Collateral
Agent").
Nextel Communications, Inc. and the Restricted Companies are parties to
(i) an Amended, Restated and Consolidated Credit Agreement dated as of
September 27, 1996 (as modified and supplemented and in effect from time to
time, the "Vendor Financing Agreement") with Motorola, Inc., a Delaware
corporation ("Motorola"), and NTFC Capital Corporation, a Delaware corporation
("NTFC Capital" and, together with Motorola, the "Vendors"), providing, subject
to the terms and conditions thereof, for loans to be made by Motorola and NTFC
Capital to the Borrower in an aggregate principal amount not exceeding
$345,000,000 and (ii) a Credit Agreement dated as of September 27, 1996 (as
modified and supplemented and in effect from time to time, the "Credit
Agreement" and, together with the Vendor Financing Agreement, the "Loan
Agreements"), providing, subject to the terms and conditions thereof, for
extensions of credit (by means of loans and letters of credit) to be made by the
Lenders named therein (collectively, together with any entity that becomes a
"Lender" party to the Credit Agreement after the date thereof as provided
therein, the "Lenders" and, together with the Vendors and any successors or
assigns of any of the foregoing, the "Secured Parties") to the Borrower in an
aggregate principal or face amount not exceeding $1,655,000,000 (which, in the
circumstances contemplated by Section 7.01(f) thereof, may be increased to
$1,905,000,000).
The Restricted Companies and the Collateral Agent are parties to a
Guarantee and Security Agreement dated as of September 27, 1996 (as
modified and supplemented and in effect from time to time, the "Restricted
Company Guarantee and Security Agreement") pursuant to which the Guarantors have
guaranteed the Guaranteed Obligations (as therein defined), and the Restricted
Companies have pledged and granted a security interest in the Collateral (as so
defined) as security for the Secured Obligations (as so defined). The Restricted
Companies and the Collateral Agent (with the consent of the appropriate Secured
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
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Parties as required by Section 7.02(b) of the Restricted Company Guarantee
and Security Agreement and Section 5.02(c) of the Intercreditor and Collateral
Agency Agreement) wish to amend the Restricted Company Guarantee and Security
Agreement in certain respects, and accordingly, the parties hereto hereby agree
as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment
No. 1 to Restricted Company Guarantee and Security Agreement, terms defined in
the Restricted Company Guarantee and Security Agreement are used herein as
defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the condition
precedent specified in Section 4 below, but effective as of the date hereof,
the Restricted Company Guarantee and Security Agreement shall be amended as
follows:
A. References in the Restricted Company Guarantee and Security Agreement
to "this Agreement" (and indirect references such as "hereunder", "hereby",
"herein" and "hereof") shall be deemed to be references to the Restricted
Company Guarantee and Security Agreement as amended hereby.
B. Clause (c) of the definition of "Permitted Investments" in Section
1.01 of the Restricted Company Guarantee and Security Agreement is hereby
amended to read in its entirety as follows:
"(c) investments in certificates of deposit, banker's acceptances and
time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit
accounts issued or offered by, (i) any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of
not less than $250,000,000 or (ii) any office of any of The Chase
Manhattan Bank, Xxxxxx Guaranty Trust Company of New York or The
Toronto-Dominion Bank located in the United Kingdom or the Bahamas; and".
C. Section 6.13 of the Restricted Company Guarantee and Security
Agreement is hereby amended to read in its entirety as follows:
"SECTION 6.13. FURTHER ASSURANCES. Each Restricted Company agrees that,
from time to time upon the written request of the Collateral Agent, such
Restricted Company will execute and deliver such further documents and do
such other acts and things as the Collateral Agent may reasonably request
in order fully to effect the purposes of this Agreement. Without limiting
the generality of the foregoing, the Restricted Companies will take such
action from time to time as shall be necessary so that all leasehold and
other real property interests of the Restricted Companies are
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
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subjected to Liens in favor of the Collateral Agent as collateral security
for the Secured Obligations. In that connection, the Restricted Companies
will
(a) obtain appropriate consents of landlords, in form and
substance satisfactory to the Collateral Agent, with respect to (i)
100% of all leasehold interests arising after the date hereof and
used by any Restricted Company as a main switching site and (ii) 95%
of all leasehold interests in properties used by the Restricted
Companies as radio transmitter sites arising after the date hereof in
each Market (as defined in Annex 4) in which a Restricted Company
operates a Mobile Communications Business (but excluding, in the case
of this clause (ii), (w) Analog Site Leases acquired in connection
with an acquisition of a Mobile Communications Business consummated
after the date hereof, (x) renewals and expansions of Analog Site
Leases (as defined below) existing on the date hereof or acquired in
connection with an acquisition of a Mobile Communications Business
consummated after the date hereof and (y) new Analog Site Leases
entered into after the date hereof with respect to real property
subject to an Analog Site Lease existing on the date hereof or
acquired in connection with an acquisition of a Mobile Communications
Business consummated after the date hereof) and
(b) use its best efforts to obtain such consents with respect
to all such leasehold interests existing on the date hereof and all
such leasehold interests arising after the date hereof as to which
consents are not required pursuant to the foregoing clause (a).
In addition, each Restricted Company agrees (i) to use its reasonable best
efforts, when entering into any new leases or acquiring any new leasehold
interests after the date hereof, to cause such lease or leasehold interest
(or a memorandum thereof) to be recorded prior to the time at which any
Restricted Company places equipment on such leasehold interest and (ii)
otherwise to comply with its obligations under the Collateral Assignment
of Leasehold Interests dated as of September 27, 1996 by the Restricted
Companies parties thereto in favor of the Collateral Agent, as modified
and supplemented and in effect from time to time.
As used in this Section 6.13, "ANALOG SITE LEASE" means any
leasehold interest that is used by any Restricted Company as a radio
transmitter site that employs solely analog technology."
D. The Restricted Company Guarantee and Security Agreement is hereby
amended by inserting a new Annex 4 thereto in the form of Annex 4 to this
Amendment No. 1 to Restricted Company Guarantee and Security Agreement.
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
BII\68193
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Section 3. REPRESENTATIONS AND WARRANTIES. Each Restricted Company
represents and warrants to the Secured Parties and the Collateral Agent
that the representations and warranties set forth in Article III of the
Restricted Company Guarantee and Security Agreement are true and complete on the
date hereof as if made on and as of the date hereof (or if any such
representation and warranty is expressly stated to have been made as of a
specific date, as of such date) and as if each reference in said Article III to
"this Agreement" included reference to this Amendment No. 1 to Restricted
Company Guarantee and Security Agreement.
Section 4. CONDITIONS PRECEDENT. As provided in Section 2 above, the
amendments to the Restricted Company Guarantee and Security Agreement set
forth in said Section 2 shall become effective, as of the date hereof, upon the
execution and delivery of this Amendment No. 1 to Restricted Company Guarantee
and Security Agreement by each of the Restricted Companies and the Collateral
Agent.
Section 5. AMENDMENT TO COLLATERAL ASSIGNMENT OF LEASEHOLD INTERESTS. The
Collateral Assignment of Leasehold Interests referred to in the last
sentence of Section 6.13 of the Restricted Company Guarantee and Security
Agreement (as amended hereby) shall be deemed to be amended to the extent
necessary to conform to said sentence.
Section 6. MISCELLANEOUS. Except as herein provided, the Restricted
Company Guarantee and Security Agreement shall remain unchanged and in full
force and effect. This Amendment No. 1 to Restricted Company Guarantee and
Security 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. 1 to Restricted Company
Guarantee and Security Agreement by signing any such counterpart. This Amendment
No. 1 to Restricted Company Guarantee and Security Agreement shall be governed
by, and construed in accordance with, the law of the State of New York.
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
BII\68193
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Restricted Company Guarantee and Security Agreement to be duly executed and
delivered as of the day and year first above written.
NEXTEL FINANCE COMPANY
By
Name:
Title:
GUARANTORS
ADVANCED MOBILECOMM OF
NORTH CAROLINA, INC.
AIR LINK COMMUNICATIONS, INC.
(successor to TRS, Inc.)
AMERICAN MOBILE SYSTEMS, INC.
(successor to Saber Communications, Inc.)
C-CALL CORPORATION
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.)
FLEET CALL OF UTAH, INC. (successor to
Fleet Call West, Inc., Mobile Radio of
Illinois, Inc., Nextel Western Acquisition
Corp., Spectrum Resources of the Midwest,
Inc., Nextel Hawaii Acquisition Corp.,
Motorola SF, Inc., Airwave Communications
Corp. (Seattle), Mijac Enterprises, Inc.,
Shoreland Communications, Inc. and Nextel
Utah Acquisition Corp.)
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
BII\68193
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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 OF TEXAS, INC. (successor to Fort
Worth Communications, Inc.)
ONECOMM CORPORATION, N.A.
(successor to Dispatch Communications
of Arizona, Inc., Powerfone, Inc. and
Smart SMR of Illinois, Inc.)
POWERFONE HOLDINGS, INC. (successor to
ESMR Sub, Inc.)
SAFETY NET, INC.
SMART SMR, INC.
SMART SMR OF CALIFORNIA, INC.
SMART SMR OF NEW YORK, INC.
By
Name:
Title:
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
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FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP
By Fort Worth Communications,
Inc., a General Partner
By
Name:
Title:
COLLATERAL AGENT
THE CHASE MANHATTAN BANK, as
Collateral Agent
By
Name:
Title:
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
BII\68193
ANNEX 4
DEFINITION OF "MARKET"
[See Section 6.13]
"Market" means each of the following listed markets in which any of the
Restricted Companies conducts a Mobile Communications Business, such markets
being set out on the attached map:
Carolinas
Chicago
Detroit
Florida
Gulf
Kentucky Arkansas Tennessee (KAT)
Midwest
New England
New York
Northern California
Ohio Valley
Pacific Northwest
Philadelphia
Pittsburgh
Rocky Mountain
Southeast
Southern California
Texas
Upper Midwest
Utah/Arizona
Washington/Baltimore
Amendment No. 1 to Restricted Company
Guarantee and Security Agreement
BII\68193
[Color Map of the United States titled Markets, dated September 19, 1995,
denoting each market in a color.]
