SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 29, 1998 (October 28, 1998)
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1505 Farm Credit Drive, Suite 100, McLean, VA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-3000
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Senior Notes Offering. Nextel Communications, Inc. ("Nextel" or the
"Company") announced the offering of $300.0 million principal amount of Senior
Serial Redeemable Notes due 2008 (the "Senior Notes"). The proposed offering
is being effected as a private placement pursuant to and in accordance with
Rule 144A under the Securities Act of 1933, as amended, (the "Securities Act").
Nextel intends to use the net proceeds from such offering to fund incremental
capital expenditures, investments, working capital and other general corporate
purposes. The Senior Notes will not and have not been registered under the
Securities Act and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from the
registration requirements of such Act. This announcement shall not constitute
an offer to sell or the solicitation of an offer to buy the Senior Notes.
Additional Bank Commitment. Nextel, Nextel Finance Company, a wholly
owned subsidiary of Nextel, and certain subsidiaries of Nextel have entered
into an amendment to its existing bank credit facility with certain banks (the
"Bank Credit Facility") which became effective on October 28, 1998, with
respect to $195.0 million in additional secured financing, all of which was
drawn down, in accordance with the terms of the amendment, on October 28, 1998.
Giving effect to this amendment, the Bank Credit Facility provides for an
aggregate amount of up to $3.195 billion of secured financing (consisting of a
$1.5 billion revolving loan and $1.695 billion in term loans) subject to the
satisfaction or waiver of applicable borrowing conditions. The borrowing under
the Bank Credit Facility, as amended, is ratably secured by liens on assets of
Nextel's subsidiaries that are "restricted" subsidiaries under the terms of
Nextel's public indentures.
A copy of the amendment to the Bank Credit Facility is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
(c) Exhibits.
Exhibit No. Exhibit Description
10.1 - Amendment No.1 dated as of October 28,
1998, amending the Credit Agreement dated
as of March 12, 1998, between Nextel
Communications, Inc., Nextel Finance
Company, the other restricted companies
party thereto, the lenders party thereto
and the Administrative Agent and
Collateral Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: October 29, 1998 By:/s/THOMAS J. SIDMAN
Thomas J. Sidman
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Description
10.1 - Amendment No.1 dated as of October 28,
1998, amending the Credit Agreement dated
as of March 12, 1998, between Nextel
Communications, Inc., Nextel Finance
Company, the other restricted companies
party thereto, the lenders party thereto
and the Administrative Agent and
Collateral Agent.
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of October 28,
1998 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"); 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); and the Lenders listed on the signature pages
hereto under the caption "LENDERS" (individually, a "Lender" and, collectively,
the "Lenders").
NCI, the Restricted Companies, the Lenders, Toronto Dominion
(Texas) Inc., as Administrative Agent, and The Chase Manhattan Bank, as
Collateral Agent, are parties to a Credit Agreement dated as of March 12, 1998
(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
the Lenders to the Borrower in an aggregate principal or face amount not
exceeding $3,000,000,000 (which, in the circumstances contemplated by Section
7.01(e) thereof, may be increased by up to $500,000,000 to $3,500,000,000).
NCI, the Restricted Companies, the Administrative Agent (pursuant to authority
granted by, and having obtained all necessary consents of, the Required
Lenders) and the Lenders wish now to provide for an increase of $195,000,000
pursuant to said Section 7.01(e) and to the amendment of the Credit Agreement
in certain other respects, and accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Consent. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the date
hereof, the Administrative Agent (having previously obtained the authorization
of, and all necessary consents of, the Required Lenders under the Credit
Agreement) hereby consents to the making of Tranche C Term Loans under the
Credit Agreement upon the terms and conditions provided for in this Amendment
No. 1. In addition, the Administrative Agent hereby consents to each Tranche C
Term Loan Lender (as defined below), that is not already a "Lender" under the
Credit Agreement becoming a Lender under the Credit Agreement pursuant to this
Amendment No. 1.
Section 3. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
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3.01 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.
3.02 Definitions. Appropriate references to matters
relating to the Tranche C Term Loans are inserted into Section 1.01 of the
Credit Agreement by adding the following new definitions (to the extent not
already included in said Section 1.01) and inserting the same in the
appropriate alphabetical locations and amending the following definitions (to
the extent already included in said Section 1.01), as follows:
(i) Amendment No. 1: a definition of "Amendment No. 1" is
hereby inserted as follows:
"Amendment No. 1" means Amendment No. 1 to this
Agreement.
(ii) Amendment No. 1 Effective Date: a definition of
"Amendment No. 1 Effective Date" is hereby inserted as follows:
"Amendment No. 1 Effective Date" means the date on
which the conditions to the effectiveness of the amendments provided for in
Amendment No. 1 set forth in Section 5 thereof are satisfied (or waived in
accordance with said Section 5).
(iii) Applicable Rate: the first paragraph of the
definition of "Applicable Rate" is hereby amended to read in its entirety as
follows:
"Applicable Rate" means (a) in the case of Tranche B
Term Loans, for any day, 1.75% with respect to any Base Rate Loan and 2.75%
with respect to any Eurodollar Loan, (b) in the case of Tranche C Term Loans,
for any day, 2.50% with respect to any Base Rate Loan and 3.50% with respect to
any Eurodollar Loan and (c) in the case of Revolving Credit Loans, Tranche A
Term Loans or commitment fees, for any day, the applicable rate per annum set
forth below under the caption "Base Rate Spread", "Eurodollar Spread" or
"Commitment Fee Rate", as applicable, based upon the Total Indebtedness to Cash
Flow Ratio as at the last day of the fiscal quarter most recently ended as to
which NCI has delivered financial statements pursuant to Section 6.01:
(iv) Class: in the definition of "Class", a comma is
inserted in lieu of the word "or" after the reference to "Tranche A Term Loans"
and the words "or Tranche C Term Loans" are inserted after the reference to
"Tranche B Term Loans".
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(v) Commitments: in the definition of "Commitments", a
comma is inserted in lieu of the word "and" after the reference to "Tranche A
Term Loan Commitments" and the words "and Tranche C Term Loan Commitments" are
inserted after the reference to "Tranche B Term Loan Commitments".
(vi) Incremental Facility Loan: the definition of
"Incremental Facility Loan" is hereby amended in its entirety to read as
follows:
"Incremental Facility Loan" has the meaning assigned
to such term in Section 7.01(e). Any Tranche C Term Loans made pursuant to the
Tranche C Term Loan Commitments are hereby designated as "Incremental Facility
Loans".
(vii) Interest Period: clause (y) of the definition of
"Interest Period" is hereby amended to read in its entirety as follows:
"(y) no Interest Period for any Tranche B Term Loan
Borrowing or Tranche C Term Loan Borrowing may commence before and end after
any Principal Payment Date unless, after giving effect thereto, the aggregate
principal amount of the Tranche B Term Loans or Tranche C Term Loans, as the
case may be, having Interest Periods that end after such Principal Payment Date
shall be equal to or less than the aggregate principal amount of the Tranche B
Term Loans or Tranche C Term Loans, respectively, scheduled to be outstanding
after giving effect to the payments of principal required to be made on such
Principal Payment Date and"
(viii) Required Tranche C Term Loan Lenders: a definition of
"Required Tranche C Term Loan Lenders" is hereby inserted as follows:
"Required Tranche C Term Loan Lenders" means, at any
time, Lenders having Tranche C Term Loans representing at least 51% of the
total Tranche C Term Loans at such time.
(ix) Tranche C Term Loan: a definition of "Tranche C Term
Loan" is hereby inserted as follows:
"Tranche C Term Loan" means a Loan made pursuant to
Section 2.01(d).
(x) Tranche C Term Loan Commitment: a definition of
"Tranche C Term Loan Commitment" is hereby inserted as follows:
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"Tranche C Term Loan Commitment" means, with respect
to each Lender, the commitment of such Lender to make Tranche C Term Loans
hereunder. The amount of each Lender's Tranche C Term Loan Commitment is set
forth on Schedule 2.01. The aggregate original amount of the Tranche C Term
Loan Commitments is $195,000,000.
(xi) Tranche C Term Loan Lender: a definition of "Tranche
C Term Loan Lender" is hereby inserted as follows:
"Tranche C Term Loan Lender" means (a) a Lender that
has a Tranche C Term Loan Commitment set forth opposite its name on Schedule
2.01 and (b) thereafter, the Lenders from time to time holding Tranche C Term
Loans after giving effect to any assignments thereof permitted by Section 10.04.
3.03 Tranche C Term Loan Commitments. Section 2.01 of the
Credit Agreement is hereby amended by inserting a new paragraph (d) at the end
thereof to read as follows:
"(d) Tranche C Term Loans. Subject to the terms and
conditions set forth herein, each Tranche C Term Loan Lender agrees to make a
single Tranche C Term Loan to the Borrower on the Amendment No. 1 Effective
Date, in a principal amount equal to such Lender's Tranche C Term Loan
Commitment. Proceeds of Tranche C Term Loans shall be available for any use
permitted under Section 6.09."
3.04 Requests for Borrowings. Clause (i) of Section 2.03 of
the Credit Agreement is hereby amended to read in its entirety as follows:
"(i) whether the requested Borrowing is to be a Revolving
Credit Borrowing, Tranche A Term Loan Borrowing, Tranche B Term Loan Borrowing
or Tranche C Term Loan Borrowing;"
In addition, the fourth sentence of Section 2.03 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall (x) in the case of a Revolving Credit Borrowing, be a
Base Rate Borrowing and (y) in the case of a Tranche A Term Loan Borrowing,
Tranche B Term Loan Borrowing or Tranche C Term Loan Borrowing, be a Eurodollar
Borrowing having an Interest Period of one month's duration."
3.05 Interest Elections; Presumption if No Notice. Section
2.06(e) of the Credit Agreement is hereby amended to read in its entirety as
follows:
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"(e) Presumption if No Notice. If the Borrower fails to
deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall (x) if a Revolving Credit Borrowing, be converted
to a Base Rate Borrowing and (y) if a Tranche A Term Loan Borrowing, a Tranche
B Term Loan Borrowing or a Tranche C Term Loan Borrowing, be converted into, or
continued as, a Eurodollar Borrowing having an Interest Period of one month's
duration. Notwithstanding any contrary provision hereof, if a Specified
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as a
Specified Default is continuing (i) no outstanding Borrowing may be converted
to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to a Base Rate Borrowing at the end of
the Interest Period applicable thereto."
3.06 Termination of Commitments. Section 2.07(a) of the
Credit Agreement is hereby amended to read in its entirety as follows:
"(a) Termination of Commitments. Unless previously
terminated, (i) the Revolving Credit Commitments shall terminate at the close
of business on the Revolving Credit Maturity Date, (ii) the Tranche A Term Loan
Commitments shall terminate at the close of business on the last day of the
Tranche A Term Loan Availability Period, (iii) the Tranche B Term Loan
Commitments shall terminate after the Borrowing of Tranche B Term Loans on the
Effective Date and (iv) the Tranche C Term Loan Commitments shall terminate
after the Borrowing of Tranche C Term Loans on the Amendment No. 1 Effective
Date."
3.07 Repayment of Loans. Section 2.08(c) of the Credit
Agreement is hereby amended by adding a new paragraph at the end thereof to
read as follows:
"The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the Tranche C Term Loan Lenders the
principal of the Tranche C Term Loans in twenty-one installments payable on the
Principal Payment Dates as set forth below (the amount of each such installment
to be in an amount equal to the percentage of the aggregate principal amount of
the Tranche C Term Loans made on the Amendment No. 1 Effective Date):
Principal Payment Date Percentage of
Falling on or Nearest to: Tranche C Term Loans
March 31, 2002 .25%
June 30, 2002 .25%
September 30, 2002 .25%
December 31, 2002 .25%
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March 31, 2003 .25%
June 30, 2003 .25%
September 30, 2003 .25%
December 31, 2003 .25%
March 31, 2004 .25%
June 30, 2004 .25%
September 30, 2004 .25%
December 31, 2004 .25%
March 31, 2005 .25%
June 30, 2005 .25%
September 30, 2005 .25%
December 31, 2005 .25%
March 31, 2006 .25%
June 30, 2006 .25%
September 30, 2006 .25%
December 31, 2006 .25%
March 31, 2007 95%
Notwithstanding the foregoing, unless the Required
Tranche C Term Loan Lenders consent otherwise (by notice to the Borrower
through the Administrative Agent delivered at any time after the date twenty-
four months prior to the earliest maturity date for the then-outstanding Public
Notes maturing in 2003, 2004 or 2005 or for any Indebtedness incurred in
accordance with Section 7.01(b)(i) that matures prior to June 30, 2007), the
Tranche C Term Loans shall be paid in full on the date that is three months
prior to such earliest maturity date, provided that the foregoing shall not
apply if on the date three months prior to such earliest maturity date the sum
of (i) the aggregate principal amount of all outstanding Public Notes maturing
in 2003, 2004 and 2005 plus (ii) the principal amount of Indebtedness incurred
in accordance with Section 7.01(b)(i) that matures prior to June 30, 2007, is
less than $1,000,000,000."
3.08 Prepayments. Paragraph (a) of Section 2.09 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"(a) Optional Prepayments. The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (d) of this Section
2.09. Prepayments of Tranche A Term Loan Borrowings, Tranche B Term Loan
Borrowings and Tranche C Term Loan Borrowings under this Section 2.09(a) shall
be applied to each of such Classes of Borrowings (i) as between such Classes of
Borrowings, pro rata in accordance with the respective aggregate principal
amounts of the Loans of such Classes outstanding on the
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date of prepayment and (ii) as within such Classes of Loans, to the respective
installments thereof in the direct order of their maturities (i.e., so that the
earliest maturing installments are prepaid first). Notwithstanding the
foregoing, the Borrower may at its option make prepayments of the Tranche B Term
Loan Borrowings up to an aggregate amount not exceeding $250,000,000 without
making a ratable prepayment of Tranche A Term Loan Borrowings and Tranche C Term
Loan Borrowings, provided that any such prepayment of Tranche B Term Loan
Borrowings shall be applied to the installments thereof in the inverse order of
maturity (i.e., so that the latest maturing installments are prepaid first)."
3.09 Mandatory Prepayments -- Sale of Assets. The last
paragraph of Section 2.09(b)(ii) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"In the event that any Reserved Commitment Amount with
respect to any Disposition shall remain unutilized for twelve months and the
Borrower shall for any reason not borrow Revolving Credit Loans the proceeds of
which are applied to the prepayment of Loans (and cover for LC Exposure) and
reductions of Commitments as provided above in this clause (ii), the Revolving
Credit Lenders agree (which agreement shall be absolute and unconditional,
regardless of whether or not the conditions to a borrowing of Revolving Credit
Loans hereunder shall have been satisfied and regardless of the occurrence or
continuance of any Event of Default, including any Event of Default described
in paragraphs (h) or (i) of Article VIII) to purchase participations in the
Loans of the Tranche A Term Loan Lenders, the Tranche B Term Loan Lenders and
Tranche C Term Loan Lenders in amounts equivalent to the amount of the
respective prepayments that each of such Lenders would have received had such
borrowing of Revolving Credit Loans occurred as provided above."
3.10 Payment of Interest. Section 2.11(d) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"(d) Payment of Interest. Accrued interest on each Loan
shall be payable in arrears on each Interest Payment Date for such Loan;
provided that (i) interest accrued pursuant to paragraph (c) of this Section
2.11 shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Eurodollar Loan (or the repayment or prepayment in full of
the Tranche A, Tranche B or Tranche C Term Loans), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, (iii) in the event of any conversion of any Eurodollar
Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such
conversion and (iv) all accrued interest on Revolving Credit Loans shall be
payable upon termination of the Revolving Credit Commitments."
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3.11 Alternate Rate of Interest. Section 2.12(b) of the
Credit Agreement is hereby amended to read in its entirety as follows:
"(b) if such Borrowing is of a particular Class of Loans,
the Administrative Agent is advised by the Required Revolving Credit Lenders,
the Required Tranche A Term Loan Lenders, the Required Tranche B Term Loan
Lenders or the Required Tranche C Term Loan Lenders, as the case may be, that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders of
making or maintaining their Loans of such Class included in such Borrowing for
such Interest Period;"
3.12 Use of Proceeds. Section 6.09(b) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"(b) Tranche B Term Loans and Tranche C Term Loans. The
proceeds of the Tranche B Term Loans hereunder will be used for refinancing of
Indebtedness under the Existing Credit Agreement and the Existing Vendor
Financing Agreements and, to the extent that after all Indebtedness under the
Existing Credit Agreement and the Existing Vendor Financing Agreements shall
have been paid in full, will be used for any other purpose to which Revolving
Credit Loans or Tranche A Term Loans may be applied pursuant to Section
6.09(a). The proceeds of Tranche C Term Loans will be used for capital
expenditures, investments, acquisitions and general corporate purposes."
3.13 Agency Provisions. The third sentence of the third
paragraph of Article IX of the Credit Agreement is hereby amended to read in
its entirety as follows:
"Neither Agent shall be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders or, if
provided herein, with the consent or at the request of the Required Revolving
Credit Lenders, the Required Tranche A Term Loan Lenders, the Required Tranche
B Term Loan Lenders or the Required Tranche C Term Loan Lenders, or in the
absence of its own gross negligence or willful misconduct."
3.14 Amendments. Clause (vi) of Section 10.02(b) of the
Credit Agreement is hereby amended to read in its entirety as follows:
"(vi) change any of the provisions of this Section 10.02 or
the definition of "Required Lenders", "Required Revolving Credit Lenders",
"Required Tranche A Term Loan Lenders", "Required Tranche B Term Loan Lenders"
or "Required Tranche C Term Loan Lenders", or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or under any other Loan Document or make any
determination or grant any consent hereunder or thereunder, without the written
consent of each Lender (except as a result of the designation of Incremental
Facility Loans, and the related commitments to provide such Incremental
<PAGE>
Facility Loans hereunder, as a "Class" of Loans or Commitments hereunder which,
as contemplated by Section 7.01(e), shall only require the consent of the
Required Lenders); or"
In addition, the last paragraph of Section 10.02(b) of the Credit Agreement is
hereby amended to read in its entirety as follows:
"Anything in this Agreement to the contrary notwithstanding,
no waiver or modification of any provision of this Agreement that has the
effect (either immediately or at some later time) of enabling the Borrower to
satisfy a condition precedent to the making of a Loan of any Class shall be
effective against the Lenders of such Class, unless the Required Revolving
Credit Lenders, Required Tranche A Term Loan Lenders, Required Tranche B Term
Loans Lenders or Required Tranche C Term Loan Lenders (whichever of such Class
is so affected) shall have concurred with such waiver or modification."
3.15 Designation of Loans as "Credit Facility". Section
10.13 of the Credit Agreement is hereby amended to read in its entirety as
follows:
"SECTION 10.13. Designation as Credit Facility. NCI hereby
designates each of the Commitments and Loans hereunder as the "Credit Facility"
under and for all purposes of the Public Note Indentures. In that connection,
NCI hereby represents and warrants as of the Amendment No. 1 Effective Date
that there is not currently in effect any designation of any other credit
facility as a "Credit Facility" under any of the Public Note Indentures. NCI
further agrees that, until the principal of and interest on all of the Loans
have been paid in full and all of the Commitments terminated, it will not
designate any credit facility (other than the Commitments and Loans hereunder
pursuant to this Section 10.13) as a "Credit Facility" for purposes of any of
the Public Note Indentures."
3.16 Supplement to Schedule 2.01. Schedule 2.01 is hereby
supplemented to set forth the respective Tranche C Term Loan Commitments of the
Lenders as provided in Schedule 2.01 to this Amendment No. 1.
Section 4. 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 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 or as of the date of the Credit Agreement, such representation or
warranty shall be true and correct as of such specific date or as of March 12,
1998, as applicable), and as if each reference in said Article IV to "this
Agreement" included reference to this Amendment No. 1 and as if each reference
in said Article IV to "the Transactions" included reference to the execution
and delivery of this Amendment No. 1.
<PAGE>
Section 5. Conditions Precedent. The consent set forth in
Section 2 hereof, and the amendments set forth in Section 3 hereof, shall
become effective on the date on which each of the following conditions is
satisfied (or waived in accordance with the last paragraph hereof), and on such
date (as provided in Section 2.01(d) of the Credit Agreement, as amended
hereby), the Tranche C Term Loans shall be made by each of the Tranche C Term
Loan Lenders:
(a) Counterparts of Amendment. The Administrative Agent (or
Special Counsel) shall have received from NCI, the Restricted Companies and the
Tranche C Term Loan Lenders, either (i) a counterpart of this Amendment No. 1
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Amendment No. 1) that such party has signed a
counterpart of this Amendment No. 1.
(b) Opinion of Counsel to Credit Parties. The
Administrative Agent (or Special Counsel) shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and
dated the Amendment No. 1 Effective Date) of Jones, Day, Reavis & Pogue,
counsel to the Credit Parties, covering such matters relating to the Credit
Parties, this Amendment No. 1, the other Loan Documents or the Transactions as
the Required Lenders shall request (and each Credit Party hereby requests such
counsel to deliver such opinion). To the extent deemed appropriate by the
Restricted Companies, internal corporate matters in such opinion (such as due
incorporation and the like) may be rendered in a separate opinion from the
General Counsel of NCI.
(c) Opinion of Special Counsel. The Administrative Agent
shall have received a favorable written legal opinion (addressed to the
Administrative Agent and the Lenders and dated the Amendment No. 1 Effective
Date) of Special Counsel, with respect to the enforceability of this Amendment
No. 1 and the Credit Agreement as amended hereby (and each of the Arrangers
requests Special Counsel to deliver such opinion).
(d) Corporate Matters. The Administrative Agent (or Special
Counsel) shall have received such documents and certificates as the
Administrative Agent or Special Counsel may reasonably request relating to the
organization, existence and good standing of each Credit Party, the
authorization of this Amendment No. 1 and any other legal matters relating to
the Credit Parties, this Amendment No. 1, the other Loan Documents or the
Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.
(e) Financial Officer Certificate. The Administrative Agent
(or Special Counsel) shall have received a certificate, dated the Amendment No.
1 Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 5.02 of the Credit Agreement on the Amendment
No. 1 Effective Date after giving effect to the Borrowing of Tranche C Term
Loans.
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(f) Notes. The Administrative Agent (or Special Counsel)
shall have received for each Tranche C Term Loan Lender that shall have
requested a promissory note, a duly completed and executed promissory note for
such Lender.
(g) Fees and Expenses. The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the
Amendment No. 1 Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder.
The Administrative Agent shall notify the Borrower and the Lenders of the
Amendment No. 1 Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Tranche C Term
Loan Lenders to make Tranche C Term Loans under the Credit Agreement as amended
hereby shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 10.02) at or prior to 3:00 p.m., New
York City time, on November 15, 1998 (and, in the event such conditions are not
so satisfied or waived, the consent and amendments contemplated hereby shall
not become effective).
None of the foregoing conditions may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by NCI, the Restricted Companies and the Required Lenders or by NCI, the
Restricted Companies and the Administrative Agent with the consent of the
Required Lenders.
Section 6. Consent to Additional Term Loans. By its
signature below each Tranche C Term Loan Lender that is a new Lender under the
Credit Agreement authorizes the Administrative Agent to execute one or more
additional amendments on behalf of the Lenders pursuant to which one or more
additional tranches of term loans under the Credit Agreement in an aggregate
principal amount up to $500,000,000 (including the aggregate principal amount
of the Tranche C Term Loans) would be added to the Credit Agreement subject to
the requirements of Section 7.01(e) of the Credit Agreement.
Section 7. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 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 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to Credit Agreement to be duly executed and delivered as of the
day and year first above written.
NEXTEL COMMUNICATIONS, INC.
By /s/STEVEN M. SHINDLER
Name: Steven M. Shindler
Title: Vice President & Chief
Financial Officer
RESTRICTED COMPANIES
NEXTEL FINANCE COMPANY
By /s/STEVEN M. SHINDLER
Name: Steven M. Shindler
Title: Vice President & Chief
Financial Officer
<PAGE>
A & B ELECTRONICS, INC.
CELL CALL, INC.
DIAL DISTANCE, INC.
FCI 900, Inc.
NEXTEL COMMUNICATIONS OF
THE MID-ATLANTIC, INC.
NEXTEL OF CALIFORNIA, INC.
NEXTEL LICENSE ACQUISITION CORP.
NEXTEL LICENSE HOLDINGS INC.
NEXTEL LICENSE HOLDINGS 2, INC.
NEXTEL LICENSE HOLDINGS 3, INC.
NEXTEL LICENSE HOLDINGS 4, INC.
NEXTEL OF NEW YORK, INC.
NEXTEL OPERATIONS, INC.
NEXTEL SOUTH CORP.
NEXTEL SOCAL, INC.
NEXTEL OF TEXAS, INC.
NEXTEL SYSTEMS CORP.
NEXTEL WEST CORP.
PITTENCRIEFF COMMUNICATIONS,
INC.
RADIOCALL SERVICE AND SYSTEMS,
INC.
SAFETY NET, INC.
SMART SMR, INC.
SPECTRUM RESOURCES OF THE
NORTHEAST, INC.
SRI, INC.
By /s/STEVEN M. SHINDLER
Name: Steven M. Shindler
Title: Vice President & Chief
Financial Officer
<PAGE>
FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP
By Nextel of Texas, Inc.,
a General Partner
By /s/STEVEN M. SHINDLER
Name: Steven M. Shindler
Title: Vice President & Chief
Financial Officer
<PAGE>
ADMINISTRATIVE AGENT
TORONTO DOMINION (TEXAS) INC.,
as Administrative Agent
By /s/JEFFREY R. LENTS
Name: Jeffrey R. Lents
Title: Vice President
TRANCHE C TERM LOAN LENDERS
THE CHASE MANHATTAN BANK, MORGAN GUARANTY TRUST COMPANY
Individually and as Collateral Agent OF NEW YORK
By /s/TRACEY NAVIN EWING By /s/R. BLAKE WITHERINGTON
Name: Tracey Navin Ewing Name: R. Blake Witherington
Title: Vice President Title: Vice President
NATIONSBANK, N.A. THE TORONTO-DOMINION BANK
By /s/JENNIFER F. ZYDNEY By /s/JEFFREY R. LENTS
Name: Jennifer F. Zydney Name: Jeffrey R. Lents
Title: Vice President Title: Manager, Credit
Administration
BARCLAYS BANK PLC MORGAN STANLEY SENIOR FUNDING,
INC.
By /s/JAMES K. DOWNEY By /s/MICHAEL T. MCLAUGHLIN
Name: James K. Downey Name: Michael T. McLaughlin
Title: Director Title: Principal
<PAGE>
KZH CNC LLC KZH LANGDALE LLC
By /s/VIRGINIA CONWAY By /s/VIRGINIA CONWAY
Name: Virginia Conway Name: Virginia Conway
Title: Authorized Agent Title: Authorized Agent
