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EXHIBIT 4.42
[Execution Copy]
AMENDMENT NO. 2 TO VENDOR FINANCING AGREEMENT
AMENDMENT NO. 2 TO AMENDED, RESTATED AND CONSOLIDATED CREDIT
AGREEMENT dated as of June 3, 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"); and 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 consent to certain amendments to the Public
Note Indentures and to the amendment to 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. 2 to Amended, Restated and Consolidated Credit Agreement, terms
defined in the Vendor Financing Agreement are used herein as defined therein.
Section 2. Consent. Subject to the satisfaction of the
condition precedent specified in Section 4 below, but effective as of the date
hereof, the Vendors hereby consent to the execution and delivery between NCI and
the respective trustees party thereto of Supplements to the Public Note
Indentures described in, and substantially in the respective forms attached to,
the Consent Solicitation Statement dated as of April 14, 1997, as amended and
supplemented by a Supplemental Consent Solicitation Statement dated June 4, 1997
(such Supplemental Consent Solicitation Statement being herein called the
"Consent Solicitation Statement"), heretofore furnished by NCI to the Vendors.
Section 3. Amendments. Subject to the satisfaction of the
condition precedent specified in Section 4 below, but effective as of the date
hereof, Section 7.05 of the Vendor Financing Agreement shall be amended by (A)
deleting the word "and" at the end of clause (b) thereof, (B) inserting "; and"
in lieu of the period at the end of subclause (v) of clause (c) thereof and (C)
inserting the following new clause (d) at the end thereof to read as follows:
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"(d) at any time prior to June 30, 1997, the Restricted
Companies may make Restricted Payments, in cash, to NCI in an aggregate
amount up to but not exceeding an amount equal to the aggregate of the
"Consent Payments" as specified in the June 4, 1997, version of the
Consent Solicitation Statement (as defined in Amendment No. 2 hereto)
to be paid to the holders of the Public Notes in connection with
obtaining the consents of such holders to the Supplements to the Public
Note Indentures referred to in said Amendment No. 2."
Section 4. Conditions Precedent. The consent set forth in
Section 2 hereof, and the amendment set forth in Section 3 hereof, shall become
effective, as of the date hereof, upon the execution and delivery of this
Amendment No. 2 to Amended, Restated and Consolidated Credit Agreement by NCI,
the Restricted Companies and 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. 2 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. 2 to Amended, Restated and Consolidated Credit
Agreement by signing any such counterpart. This Amendment No. 2 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. 2 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
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Name: X. X. Xxxx
Title:VP & Treasurer
RESTRICTED COMPANIES
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NEXTEL FINANCE COMPANY
(successor to
Fleet Call Corporation)
By /s/ X.X. Xxxx
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Name: X.X. Xxxx
Title:VP & Treasurer
ADVANCED MOBILECOMM OF
NORTH CAROLINA, INC.
AIR LINK COMMUNICATIONS, INC.
(successor to TRS, Inc.)
AMERICAN MOBILE SYSTEMS, INC.
(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.)
NEXTEL COMMUNICATIONS OF THE
MID-ATLANTIC, INC. (successor to
Dispatch Communications of Maryland,
Inc., Dispatch
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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 Airwave Communications
Corp. (Seattle), C-Call Corporation,
Dispatch Communications of Arizona, 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., Powerfone,
Inc., Smart SMR of Illinois, Inc.,
Shoreland Resources of the Midwest, Inc.)
POWERFONE HOLDINGS, INC. (successor to
ESMR Sub, Inc.)
SAFETY NET, INC.
SMART SMR, INC.
SMART SMR OF CALIFORNIA, INC.
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SMART SMR OF NEW YORK, INC.
By /s/ X. X. Xxxx
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Name: X.X. Xxxx
Title:VP & Treasurer
FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP
By Fort Worth Communications,
Inc., a General Partner
By /s/ X. X. Xxxx
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Name: X. X. Xxxx
Title:VP & Treasurer
MOTOROLA, INC.
By /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title:Corp. VP & GM
NTFC CAPITAL CORPORATION
By /s/ X.X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
Title: Secretary