Exhibit 99.1
AMENDMENT TO REGISTRATION AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment") is entered into as
of November 22, 1996 to the Registration Agreement, dated as of August 23, 1996
(the "Registration Agreement") by and among Nextel Communications, Inc., a
Delaware corporation ("Nextel"), Grupo Comunicaciones San Xxxx. S.A. de C.V., a
Mexican corporation ("Grupo") and each of the persons listed in Schedule 1 (the
"Sellers").
For good and valuable consideration, the receipt of which is
hereby acknowledged by the parties, the parties agree as follows:
1. Definitions. Capitalized terms that are used
but not otherwise defined have the meanings given to such terms in the
Registration Agreement.
2. Amendment to definition of "Registration Period".
Section 2.3(a)(i) of the Registration Agreement is hereby amended and restated
in its entirety to read as follows:
"(i) subject to Section 2.3(b) below, keep the Registration
Statement, effective for the lesser of (A)(1) in respect
of the First Tranche of Registrable Securities, a period
of 60 days after the First Seller Share Exchange or (2) in
respect of the Second Tranche of Registrable Securities, a
period of 30 days after the Second Seller Share Exchange
(plus in the case of each of (1) and (2) any number of days
that the holders of Registrable Securities are unable to
use a prospectus pursuant to Section 2.3(b) below except if
such inability arises from a change in the proposed plan of
distribution by holders of Registrable Securities as
contemplated by Section 2.5, it being understood that this
Amendment does not constitute such a change in the proposed
plan of distribution) or (B) a period until each such
holder shall have completed the distributin described in
the Registration Statement (the lesser of (A) and (B) being
herein referred to as the "Registration Period") (it being
understood that if Nextel uses the same Registration
Statement for purposes of Section 2.1(b) as used in Section
2.1(a), the periods referred to above shall with respect
to the Second Tranche of Registrable Securities refer to
periods after the Second Seller Share Exchange);".
3. Miscellaneous.
(a) Law Governing. This Amendment shall be construed and
enforced in accordance with and shall be governed by the laws of the State of
New York applicable to contracts executed in and to be fully performed in that
state.
(b) Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall
constitute an original and all together shall constitute one Agreement.
(c) Headings. The headings in this Amendment are for purposes
of reference only and shall not be considered in construing this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
NEXTEL COMMUNICATIONS, INC.
By:/s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
GRUPO COMUNICACIONES SAN XXXX, S.A. de C.V.
By:/s/Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx
Title:
/s/Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx
/s/Xxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Xxxxxxxx
/s/Xxxx Xxxxx Xxxxxx de Xxxxxxxxxx
Xxxx Xxxxx Xxxxxx xx Xxxxxxxxxx
/s/Xxxx Xxxxx Xxxxxxxxxx Xxxxxx
Xxxx Xxxxx Xxxxxxxxxx Xxxxxx
/s/Xxxx Xxxxxx Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxxxxxxxxx Xxxxxx
/s/Xxxxxxxx Xxxxxxxxxx de Xxxxxx
Xxxxxxxx Xxxxxxxxxx de Xxxxxx
/s/Xxxxxxx Xxxxxxxxxx xx Xxxxxx
Xxxxxxx Xxxxxxxxxx xx Xxxxxx
/s/Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxxxxxx Xxxxxx
/s/Xxxxxxx Xxxxx Lizaur
Xxxxxxx Xxxxx Lizaur
/s/Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxx Xxxxx Xxxxx
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SCHEDULE 1
(the Sellers)
Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx Xxxxxxxx
Xxxx Xxxxx Xxxxxx de Xxxxxxxxxx
Xxxx Xxxxx Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxx de Xxxxxx
Xxxxxxx Xxxxxxxxxx xx Xxxxxx
Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx Xxxxx Lizaur
Xxxxxxxx Xxxxx Xxxxx
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