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ARTICLES OF AMENDMENT
OF
NEXTEL INTERNATIONAL, INC.
The following Articles of Amendment are executed by the undersigned, a
Washington corporation:
1. The name of the corporation is Nextel International, Inc.
2. Effective upon filing of these Articles of Amendment with the
Secretary of State of Washington, Article III of the Restated Articles of
Incorporation of the corporation is amended in its entirety to read as follows:
"ARTICLE III. SHARES
This corporation is authorized to issue a total of 2,160,037,500
shares of all classes of capital stock, divided into five classes as
follows:
1,500,000,000 shares of Class A Common Stock, par value $0.001 per
share (the "Class A Common Stock");
650,000,000 shares of Class B Common Stock, par value $0.001 per
share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock");
12,500 shares of Series A Exchangeable Redeemable Preferred Stock,
par value $10.00 per share;
25,000 shares of Series B Redeemable Preferred Stock, par value
$10.00 per share; and
10,000,000 shares of preferred stock, par value $0.001 per share
(the "Undesignated Preferred Stock").
The Undesignated Preferred Stock may be issued from time to time
in one or more series in any manner permitted by law and the provisions
of these Restated Articles of Incorporation, as determined from time to
time by the Board of Directors of this corporation and stated in the
resolution or resolutions
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providing for the issuance thereof, prior to the issuance of any shares
thereof. The Board of Directors shall have the authority to fix and
determine and to amend, subject to these provisions, the designations,
preferences, limitations and relative rights of the shares of any series
that is wholly unissued or to be established. Unless otherwise
specifically provided in the resolution or resolutions establishing any
such series, the Board of Directors shall further have the authority,
after the issuance of shares of a series whose number it has designated,
to amend the resolution establishing such series to decrease the number
of shares of that series, but not below the number of shares of such at
any time outstanding. In case the number of shares of any series shall be
so decreased, the shares that are the subject of such decrease shall
resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
A. Terms of Series A Exchangeable Redeemable Preferred Stock.
1. Series A Stated Value.
1.1 Each share of Series A Exchangeable Redeemable Preferred Stock
(the "Series A Preferred Stock") will have a stated liquidation value of
$100,000 (the "Series A Stated Value"), which Series A Stated Value will
increase annually as set forth in Section 1.2. This corporation will issue
fractional shares of Series A Preferred Stock upon the original issuance,
transfer or exchange of a Series A Preferred Stock share, unless this
corporation and the holder of such Series A Preferred Stock share agree upon a
payment in lieu of any such fractional share.
1.2 The Series A Stated Value will increase at an annual rate of
accretion equal to 13.625% (the "Rate of Accretion"), which increase will be
calculated semiannually on June 30 and on December 31 of each year during which
any shares of Series A Preferred Stock remain outstanding (each a "Semiannual
Calculation Date"). All such increases will be cumulative and will be calculated
by multiplying the Series A Stated Value as of the immediately prior Semiannual
Calculation Date (or in the case of the first semiannual increase on June 30,
1998, by the original Series A Stated Value as set forth in Section 1.1) by
106.8125%, the product of which will constitute the Series A Stated Value until
the next such semiannual calculation. All calculations required hereunder will
be computed on the basis of a 360-day year of 12 30-day months.
2. Dividends. The Series A Preferred Stock has no profit
participation or dividend rights, except as required by law.
3. Series A Liquidation Rights.
3.1 In the event of any liquidation, dissolution or winding up of the
business of this corporation, whether voluntary or involuntary, each holder of
Series A Preferred Stock is entitled to receive, for each share thereof, out of
assets of this corporation legally available therefor, a preferential amount in
cash equal to (and not more than) the sum of (A) the Series A Stated Value as of
the immediately prior Semiannual
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Calculation Date, plus (B) an amount equal to the amount of all legally required
dividends or distributions thereon, if any, payable pursuant to Section 2, plus
(C) any Interim Accreted Value. "Interim Accreted Value" means, for purposes of
this Section 3.1, an amount equal to (i) the Rate of Accretion expressed as a
daily rate from the immediately prior Semiannual Calculation Date through the
effective date of the liquidation, dissolution or winding up, multiplied by (ii)
the Series A Stated Value as of the immediately prior Semiannual Calculation
Date. All preferential amounts to be paid to the holders of any outstanding
shares of Series A Preferred Stock and Series B Preferred Stock in connection
with a liquidation, dissolution or winding up will be paid before the payment or
setting apart for payment of any amount for, or the distribution of any assets
of this corporation to, the holders of (x) any series of Preferred Stock whose
terms provide that the holders of Series A Preferred Stock should receive
preferential payment with respect to such distribution (to the extent of such
preference) or (y) common stock. If in any such distribution the assets of this
corporation are insufficient to pay the holders of the outstanding shares of the
Series A Preferred Stock (and the holders of any Series B Preferred Stock and
any other class or series of capital stock ranking on a parity with the Series A
Preferred Stock as to distributions in the event of a liquidation, dissolution
or winding up of this corporation) the full amounts to which they may be
entitled, such holders will share ratably in any distribution of assets in
accordance with the sums which would be payable on such distribution if all sums
payable thereon were paid in full. In liquidation, shares of Series A Preferred
Stock and Series B Preferred Stock will rank on a pari passu basis.
3.2 Holders of shares of Series A Preferred Stock will not be entitled
to receive any amounts with respect to any liquidation, dissolution or winding
up of this corporation other than the amounts provided in this Section 3.
Neither a merger nor consolidation of this corporation into or with another
corporation nor a merger or consolidation of any other corporation into or with
this corporation, nor a sale, transfer, mortgage, pledge or lease of all or any
part of the assets of this corporation will be deemed to be a liquidation,
dissolution or winding up of this corporation for purposes of this Section 3.
4. Series A Voting Rights.
4.1 On matters as to which they are entitled to vote, the holders of
Series A Preferred Stock will be entitled to the number of votes per share
(calculated as of the date of any such vote) that is equal to the Series A
Stated Value as of the immediately prior Semiannual Calculation Date divided by
100,000. The holders of Series A Preferred Stock will vote separately as a class
on all matters as to which they are entitled to vote, except as otherwise
provided herein. Any action that may be taken hereunder by the holders of the
Series A Preferred Stock at a meeting may be taken by the written consent of the
holders of shares of Series A Preferred Stock outstanding and entitled to vote
thereon.
4.2 Unless it has been approved by the vote of the holders of a
majority of the shares of Series A Preferred Stock and Series B Preferred Stock
outstanding, voting together as if they constituted a single class, no amendment
to the Restated Articles of
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Incorporation of this corporation can become effective if it (A) creates or
authorizes the creation of any class or series of capital stock (other than the
Series B Preferred Stock) ranking on parity with or superior to the Series A
Preferred Stock or the Series B Preferred Stock in any respect or (B) alters or
changes the powers, preferences or rights of shares of Series A Preferred Stock
or Series B Preferred Stock in a manner adverse to the holders of Series A
Preferred Stock and Series B Preferred Stock.
4.3 Unless holders of a majority of the shares of Series A Preferred
Stock and Series B Preferred Stock outstanding, voting together as if they
constituted a single class, have given their approval, this corporation is not
authorized to merge, reorganize, recapitalize, consolidate or consummate a share
exchange (each a "Transaction") if (A) the GAAP Net Worth of the successor or
resulting entity on a pro forma basis after giving effect to the Transaction
(and any related transactions) is not equal to or greater than the GAAP Net
Worth of this corporation immediately prior to the Transaction, or (B) the
priority of the Series A Preferred Stock or the Series B Preferred Stock in the
capital stock of the successor or resulting entity will rank on parity with or
junior to any class or series of capital stock that has been created or issued
without the approval of the Series A Preferred Stock and the Series B Preferred
Stock pursuant to Section 4.2. "GAAP Net Worth" means the net worth of this
corporation or any successor or resulting entity, as the case may be, calculated
in accordance with generally accepted accounting principles, as in effect from
time to time, on a basis consistent with past practice.
4.4 No dividend or other distribution will be declared or paid on the
common stock or any other stock of this corporation ranking junior to or ranking
pari passu with the Series A Preferred Stock (except any outstanding Series B
Preferred Stock) without the prior consent of the holders of a majority of the
shares of Series A Preferred Stock outstanding, and until any legally required
dividends or distributions owing on the Series A Preferred Stock have been paid
in full.
4.5 In addition to the voting rights set forth herein, the holders of
Series A Preferred Stock will be entitled to exercise such voting rights as may
be provided to them under Washington law to the extent such voting rights are
not inconsistent with those set forth herein. Nothing herein should be read or
construed as limiting such voting rights.
5. Exchange for Series B Preferred Stock.
5.1 Series A Exchange Right.
5.1.1 Each holder of Series A Preferred Stock may, at any time following
a Exchange Trigger Event, exchange any or all of such holder's shares of Series
A Preferred Stock into such number of fully paid and non-assessable shares of
Series B Preferred Stock as equals (A) the sum of the Series A Stated Value as
of the immediately prior Semiannual Calculation Date plus any Interim Accreted
Value of such Series A Preferred Stock, multiplied by (B) the number of shares
of Series A Preferred Stock being exchanged, divided by (C) the Series B Stated
Value (as defined in Section 1 of the Terms of Series B Redeemable Preferred
Stock). For purposes of this
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Section 5.1.1, "Interim Accreted Value" means an amount equal to (i) the Rate of
Accretion expressed as a daily rate from the immediately prior Semiannual
Calculation Date through the date of exchange, multiplied by (ii) the Series A
Stated Value as of the immediately prior Semiannual Calculation Date. To the
extent necessary, this corporation will issue fractional shares of Series B
Preferred Stock upon any exchange pursuant to this Section 5, unless this
corporation and the holder of the Series A Preferred Stock being exchanged agree
upon a payment in lieu of any such fractional share. In order to exercise the
exchange privilege under this Section 5.1.1, a holder of shares of Series A
Preferred Stock must give written notice to this corporation at its principal
office stating the holder's name and address and the number of shares of Series
A Preferred Stock such holder elects to exchange.
5.1.2 "Exchange Trigger Event" means (A) the recapitalization or
reorganization of this corporation; (B) a registered, underwritten public
offering of any capital stock of this corporation; (C) the sale or other
disposition by Nextel Communications, Inc., a Delaware corporation ("Nextel
Communications") or a wholly owned subsidiary of Nextel Communications, of
shares of common stock of this corporation or (D) the issuance of shares of
common stock by this corporation, such that following any event covered by
clause (C) or (D) above, Nextel Communications owns less than fifty percent
(50%) of this corporation's outstanding shares of common stock.
5.1.3 At such time as any certificate or certificates representing the
Series A Preferred Stock that has been exchanged are surrendered to this
corporation, this corporation will issue and deliver a certificate or
certificates representing the appropriate number of shares of Series B Preferred
Stock (calculated pursuant to Section 5.1.1) to each former holder of Series A
Preferred Stock participating in the exchange. In case of the exchange under
Section 5.1.1 of only a part of the shares of Series A Preferred Stock
represented by a certificate surrendered to this corporation, this corporation
will forthwith issue and deliver a new certificate for the number of shares of
Series A Preferred Stock that have not been exchanged. Until any certificate or
certificates representing Series A Preferred Stock that has been exchanged are
surrendered and a certificate or certificates representing the Series B
Preferred Stock into which such Series A Preferred Stock has been exchanged has
been issued and delivered, the certificate or certificates representing the
shares of Series A Preferred Stock that have been exchanged will represent the
shares of Series B Preferred Stock into which such shares of Series A Preferred
Stock have been exchanged. This corporation will pay all documentary, stamp or
similar issue or transfer tax, if any, due on the issue of shares of Series B
Preferred Stock issuable upon exchange of the Series A Preferred Stock.
6. Redemption.
6.1 Corporation's Right to Redeem. This corporation may (A) in its
sole discretion and at any time, redeem all shares of the Series A Preferred
Stock outstanding or (B) with the prior consent of the holders of a majority of
such shares outstanding, redeem a portion of the Series A Preferred Stock then
outstanding, on a pro rata basis, in either case at a total per share redemption
price equal to the sum of the Series A Stated Value as of the immediately prior
Semiannual Calculation Date plus
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any Interim Accreted Value. "Interim Accreted Value," for purposes of this
Section 6.1, means an amount equal to (i) the Rate of Accretion expressed as a
daily rate from the immediately prior Semiannual Calculation Date through the
Series A Redemption Date, multiplied by (ii) the Series A Stated Value as of the
immediately prior Semiannual Calculation Date.
6.2 Series A Redemption Notice.
6.2.1 Subject to the requirements of Section 6.1, this corporation may
call all or a portion of the outstanding shares of Series A Preferred Stock for
redemption and set a date for the redemption (the "Series A Redemption Date").
Notice of such proposed redemption (the "Series A Redemption Notice") must be
mailed at least 45 days prior to the Series A Redemption Date to all holders of
shares of Series A Preferred Stock at their respective addresses as the same
appear on the stock record books of this corporation. Each Series A Redemption
Notice will state (A) the Series A Redemption Date, (B) the Series A Redemption
Price, (C) the place or places where such shares of Series A Preferred Stock are
to be surrendered, and (D) that legally required dividends or distributions, if
any, on shares of Series A Preferred Stock to be redeemed will cease to accrue
on the Series A Redemption Date. No defect in any such notice as to any shares
of Series A Preferred Stock will affect the proceedings for the redemption of
any shares of Series A Preferred Stock.
6.2.2 Upon surrender in accordance with the Series A Redemption Notice
of the certificates for any shares of Series A Preferred Stock so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors so
requires and the notice so states), such shares of Series A Preferred Stock will
be redeemed by this corporation, which will make payment to the surrendering
holder in an amount equal to the product of the applicable Series A Redemption
Price multiplied by the number of shares of Series A Preferred Stock being
surrendered by such holder for redemption.
6.3 Payment Prior to Series A Redemption Date.
6.3.1 If a Series A Redemption Notice is duly given as provided for
above, or if this corporation has given to the bank or trust company hereinafter
referred to irrevocable authorization to give or complete such Series A
Redemption Notice, and if prior to the applicable Series A Redemption Date the
funds necessary for such redemption have been deposited by this corporation with
a bank or trust company in good standing (which bank or trust company will have
been identified in a written notice given to the holders whose shares of Series
A Preferred Stock are to be redeemed), organized under the laws of the United
States of America or a State thereof, having a capital surplus and undivided
profits aggregating at least $100,000,000 according to its last published
statement of condition, in trust for the pro rata benefit of the holders of the
shares of Series A Preferred Stock so called for or otherwise subject to
redemption, so as to be, and to continue to be, available therefor, then,
notwithstanding that any certificate for shares of Series A Preferred Stock so
called for or otherwise subject to redemption may not have been surrendered for
cancellation, all shares of Series A Preferred Stock so called for or otherwise
subject to redemption will no longer be
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deemed to be outstanding on and after such Series A Redemption Date, and all
rights with respect to such shares will forthwith cease and terminate at the
close of business on such Series A Redemption Date, except only the right of the
holders thereof to receive, out of the funds so set aside in trust, the amount
payable on redemption thereof, without interest. Any interest accrued on any
funds so deposited will be the property of this corporation and will be paid to
this corporation from time to time.
6.3.2 Any funds set aside or deposited, as the case may be, in
accordance with Section 6.3.1 that remain unclaimed at the end of one year from
the applicable Series A Redemption Date will be released or repaid to this
corporation, after which the holders of the shares of Series A Preferred Stock
so called for redemption will look only to this corporation for payment of the
amount payable on redemption thereof, without interest, subject to the
applicable law of escheat.
7. Other Provisions.
7.1 Issuance of Shares. This corporation will not issue, or enter into
any commitment to issue, shares of Series A Preferred Stock except (A) pursuant
to the terms of any agreement in effect on the date that the Articles of
Amendment of the Restated Articles of Incorporation of this corporation
establishing the powers, preferences and rights of the Series A Preferred Stock
were originally filed with the Secretary of State of the State of Washington, or
(B) such other issuances or issuance commitments as have been approved in
advance by the vote of the holders of a majority of the shares of Series A
Preferred Stock and Series B Preferred Stock outstanding, voting together as if
they constituted a single class.
7.2 Cancellation of Shares of Series A Preferred Stock. No share or
shares of Series A Preferred Stock acquired by this corporation for any reason
can be reissued, and all such shares will be canceled, retired and eliminated
from the shares of Series A Preferred Stock which this corporation is authorized
to issue.
7.3 Reservation of Shares. This corporation will at all times reserve
from its authorized Series B Preferred Stock a sufficient number of shares to
provide for exchange of all shares of Series A Preferred Stock from time to time
outstanding.
7.4 Notices. This corporation will provide to each holder of shares of
Series A Preferred Stock a copy of any materials delivered to the holders of any
other shares of this corporation's capital stock by or on behalf of this
corporation at the same time such materials are being delivered to such other
holders.
7.5 Record Holders. This corporation and its transfer agent, if any,
for the shares of Series A Preferred Stock, may deem and treat the record holder
of any shares of Series A Preferred Stock as the sole true and lawful owner
thereof for all purposes, and neither this corporation nor any such transfer
agent will be affected by any notice to the contrary.
B. Terms of Series B Redeemable Preferred Stock.
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1. Series B Stated Value. Each share of Series B Redeemable Preferred
Stock (the "Series B Preferred Stock") will have a liquidation preference at a
stated value, calculated at the time the first share(s) of Series A Preferred
Stock are exchanged into share(s) of Series B Preferred Stock, equal to the
Series A Stated Value as of the immediately prior Semiannual Calculation Date
plus an amount equal to any Interim Accreted Value (the "Series B Stated
Value"). "Interim Accreted Value," for the purposes of this Section 1, means an
amount equal to (i) the Rate of Accretion expressed as a daily rate from the
immediately prior Semiannual Calculation Date through the date of exchange,
multiplied by (ii) the Series A Stated Value as of the immediately prior
Semiannual Calculation Date. This corporation will issue fractional shares of
Series B Preferred Stock upon the original issuance, transfer or exchange of a
Series B Preferred Stock share, unless this corporation and the holder of such
Series B Preferred Stock share agree upon a payment in lieu of any such
fractional share. All future issuances of Series B Preferred Stock, following
the first such issuance, will be made at the Series B Stated Value.
2. Dividends.
2.1(a) Beginning on their date of issuance, holders of Series B Preferred
Stock will be entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available therefor, dividends on each share of
Series B Preferred Stock outstanding held by them, at a rate per annum equal to
13.625% of the Series B Stated Value, or a daily rate of 0.0378% of the Series B
Stated Value (the "Daily Rate"). Such dividends will be cumulative, whether or
not earned or declared, and will be payable quarterly in arrears on March 31,
June 30 and September 30, December 31 (each a "Distribution Date") of each year
or portion thereof ending on or prior to March 12, 2010 (such twelve-year
period, the "Initial Term") during which any shares of Series B Preferred Stock
remain outstanding and also shall be payable in arrears on March 12, 2010 with
respect to the period from January 1, 2010 to March 12, 2010 if any shares of
Series B Preferred Stock remain outstanding.
(b) During each twelve-month period beginning on March 13, 2010 and on
each subsequent March 13 (each, a "Subsequent Year"), holders of Series B
Preferred Stock will be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available therefor, dividends on each
share of Series B Preferred Stock outstanding held by them, at a rate per annum
equal to 18.00% of the Series B Stated Value, or a daily rate of 0.0500% of the
Series B Stated Value (the "Subsequent Year Daily Rate"). Such dividends will be
cumulative, whether or not earned or declared, and will be payable on June 12,
September 12, and December 12, March 12 in each such Subsequent Year, commencing
on June 12, 2010 (each, a "Subsequent Year Distribution Date") if any shares of
Series B Preferred Stock remain outstanding.
2.2 Dividends on the Series B Preferred Stock will be will be computed
on the basis of a 360-day year of twelve 30-day months.
2.3 References herein to the "Appropriate Year" shall mean a year
during the Initial Term or a Subsequent Year, as appropriate to the context.
References herein to
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the "Appropriate Daily Rate" shall mean the Daily Rate or a
Subsequent Year Daily Rate, as appropriate to the context. References herein to
an "Appropriate Distribution Date" shall mean a Distribution Date or a
Subsequent Year Distribution Date, as appropriate to the context.
2.4 Dividends payable on the outstanding shares of Series B Preferred
Stock shall be paid in cash or, at the option of this corporation, in additional
fully paid and non-assessable shares of Series B Preferred Stock having an
aggregate Series B Stated Value equal to the amount of such dividends ("PIK
Dividend Shares"); provided, that, PIK Dividend Shares may not be issued to pay
any amount of accrued but unpaid dividends or distributions due pursuant to
Section 3 below, or any amount of accrued but unpaid dividends or distributions
due pursuant to Section 5 below. All PIK Dividend Shares, from and after their
issuance on the Appropriate Distribution Date, shall have the same rights and
privileges as any other outstanding shares of Series B Preferred Stock.
3. Series B Liquidation Rights.
3.1 In the event of any liquidation, dissolution or winding up of the
business of this corporation, whether voluntary or involuntary, each holder of
Series B Preferred Stock will be entitled to receive, for each share thereof,
out of assets of this corporation legally available therefor, a preferential
amount in cash equal to (and not more than) the sum of (A) the Series B Stated
Value plus (B) an amount equal to the amount of all declared (or due to be
declared), but unpaid dividends or distributions thereon, if any, payable
pursuant to Section 2.1 during each Appropriate Year, plus an amount equal to
the Appropriate Daily Rate multiplied by the Series B Stated Value, multiplied
by the number of days since the immediately prior Appropriate Distribution Date.
All preferential amounts to be paid to the holders of any outstanding shares of
Series B Preferred Stock and Series A Preferred Stock in connection with such
liquidation, dissolution or winding up will be paid before the payment or
setting apart for payment of any amount for, or the distribution of any assets
of this corporation to, the holders of (i) any other series of preferred stock
whose terms provide that the holders of Series B Preferred Stock should receive
preferential payment with respect to such distribution (to the extent of such
preference) or (ii) common stock. If in any such distribution the assets of this
corporation are insufficient to pay the holders of the outstanding shares of the
Series B Preferred Stock (and the holders of any Series A Preferred Stock and
any class or series of capital stock ranking on a parity with the Series B
Preferred Stock as to distributions in the event of a liquidation, dissolution
or winding up of this corporation) the full amounts to which they may be
entitled, such holders will share ratably in any distribution of assets in
accordance with the sums which would be payable upon such distribution if all
sums payable thereon were paid in full. In liquidation, shares of Series B
Preferred Stock and Series A Preferred Stock will rank on a pari passu basis.
3.2 Holders of shares of Series B Preferred Stock will not be entitled
to receive any amounts with respect to any liquidation, dissolution or winding
up of this corporation other than the amounts provided in this Section 3.
Neither a merger nor consolidation of this corporation into or with another
corporation nor a merger or
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consolidation of any other corporation into or with this corporation, nor a
sale, transfer, mortgage, pledge or lease of all or any part of the assets of
this corporation will be deemed to be a liquidation, dissolution or winding up
of this corporation for purposes of this Section 3.
4. Series B Voting Rights.
4.1 On all matters as to which they are entitled to vote, the holders
of Series B Preferred Stock will be entitled to the number of votes per share
(calculated as of the date of any such vote) that is equal to the Series B
Stated Value divided by 100,000. The holders of Series B Preferred Stock will
vote separately as a class on all matters as to which they are entitled to vote,
except as otherwise provided herein. Any action that may be taken hereunder by
the holders of the Series B Preferred Stock at a meeting may be taken by the
written consent of the holders of shares of Series B Preferred Stock outstanding
and entitled to vote thereon.
4.2 Immediately following the issuance of any shares of Series B
Preferred Stock, the number of Directors constituting the Board of Directors
will be adjusted to permit the holders of the majority of the then outstanding
shares of Series B Preferred Stock, voting separately as a class, to elect one
additional Director to the Board of Directors (the "Series B Director"). The
Series B Director's initial term will expire at the next regularly scheduled
meeting of the holders of the common stock of this corporation, at which meeting
the holders of shares of Series B Preferred Stock outstanding voting separately
as a class will be entitled to elect one Director. Any individual elected to the
Board of Directors by vote of the Series B Preferred Stock pursuant to this
Section 4.2 is referred to herein as a "Series B Director."
4.3 A Series B Director may only be removed from office by the vote of
the holders of a majority of shares of Series B Preferred Stock outstanding,
voting separately as a class. Except as set forth in Section 4.7, any vacancy
for the Series B Director position may be filled only by the vote of the holders
of a majority of shares of Series B Preferred Stock outstanding, voting
separately as a class.
4.4 If dividends on the Series B Preferred Stock are in arrears and
unpaid for four consecutive quarterly periods or for any six quarterly periods
(whether or not consecutive) (each, a "Dividend Default"), then the number of
Directors constituting the Board of Directors will be adjusted to permit the
holders of the majority of the then outstanding shares of Series B Preferred
Stock, voting separately as a class, to elect an additional Director (the
"Series B Default Director"). For the purpose of determining the number of
quarterly periods for which accrued dividends have not been paid, any accrued
and unpaid dividend that is subsequently paid will not be treated as unpaid.
4.5 The right of the holders of Series B Preferred Stock to elect the
Series B Default Director as described above will continue until such time as
all accumulated dividends that are in arrears on the Series B Preferred Stock
are paid in full, at which time the term of any Series B Default Director
elected pursuant to Section 4.4 hereof will terminate and the number of
Directors constituting the Board of Directors will be
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reduced to the number necessary to reflect the termination of the right of the
holders of the Series B Preferred Stock to elect a Series B Default Director,
subject always to the same provisions for the renewal and divestment of such
special voting rights in the case of any future Dividend Default. At any time
after voting power to elect a Series B Default Director has become vested and is
continuing in the holders of shares of the Series B Preferred Stock pursuant to
Section 4.4 hereof, or if a vacancy exists in the office of the Series B Default
Director elected by the holders of shares of the Series B Preferred Stock, an
officer of this corporation may, and upon the written request of the record
holders of at least 25% of the shares of Series B Preferred Stock then
outstanding addressed to the secretary of this corporation must, call a special
meeting of the holders of the Series B Preferred Stock, for the purpose of
electing a new Series B Default Director. If such meeting is called by an
officer of this corporation within 30 days after personal service of said
written request upon the secretary of this corporation, or within 30 days after
mailing the same within the United States by certified mail, addressed to the
secretary of this corporation at its principal executive offices, then the
holders of record of at least 25% of the shares of the Series B Preferred Stock
outstanding may designate in writing one of their number to call such meeting at
the expense of this corporation, and such meeting may be called by the person so
designated upon the notice required for the annual meetings of shareholders of
this corporation and will be held at the place for holding the annual meetings
of shareholders or such other place in the United States as may be designated in
such notice. Notwithstanding the provisions of this Section 4.5, no such special
meeting need be called if any such request is received less than 40 days before
the day fixed for the next ensuing annual or special meeting of shareholders of
this corporation. This corporation will provide any holder of shares of the
Series B Preferred Stock so designated access to the lists of holders of shares
of the Series B Preferred Stock for purposes of calling a meeting pursuant to
the provisions of this Section 4.5.
4.6 At any meeting held for the purpose of electing a Series B
Director or a Series B Default Director, the presence in person or by proxy of
the holders of at least a majority of the shares of Series B Preferred Stock
outstanding will be required to constitute a quorum of such Series B Preferred
Stock.
4.7 Any vacancy occurring in the office of the Series B Director can
be filled by a then serving Series B Default Director, if any, and any vacancy
occurring in the office of the Series B Default Director, if applicable, can be
filled by any then serving Series B Director, in either case unless and until
the holders of a majority of the shares of Series B Preferred Stock outstanding
elect another person to fill any such vacancy.
4.8 Upon the redemption of the last share of Series B Preferred Stock
then outstanding, the number of Directors constituting the Board of Directors
will be adjusted to eliminate any then existing Series B Director or Series B
Default Director seats, subject always to the provisions of this Section 4 for
the renewal and divestment of such special Series B Preferred Stock voting
rights on the subsequent issuance of any shares of Series B Preferred Stock.
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4.9 Unless it has been approved by the vote of the holders of a
majority of shares of Series A Preferred Stock and Series B Preferred Stock
outstanding, each voting together as if they constituted a single class, no
amendment to the Restated Articles of Incorporation of this corporation can
become effective if it (A) creates or authorizes the creation of any class or
series of capital stock (other than the Series A Preferred Stock) ranking on
parity with or superior to the Series A Preferred Stock or the Series B
Preferred Stock in any respect or (B) alters or changes the powers, preferences
or rights of shares of Series B Preferred Stock in a manner adverse to the
holders of the Series A Preferred Stock or the Series B Preferred Stock.
4.10 Unless holders of a majority of shares of Series A Preferred Stock
and Series B Preferred Stock outstanding, voting together as if they constituted
a single class, have given their approval, this corporation is not authorized to
participate or engage in any Transaction if (A) the GAAP Net Worth of the
successor or resulting entity on a pro forma basis after giving effect to the
Transaction (and any related transactions) is not equal to or greater than the
GAAP Net Worth of this corporation immediately prior to the Transaction or (B)
the priority of the Series B Preferred Stock in the capital stock of the
successor or resulting entity is on parity with or junior to any class or series
of capital stock that has been created or issued without the approval of the
Series A Preferred Stock and Series B Preferred Stock pursuant to Section 4.9.
4.11 No dividend or other distribution will be declared or paid on the
common stock or any other stock of this corporation ranking junior to or ranking
pari passu with the Series B Preferred Stock (except as required by law on any
outstanding Series A Preferred Stock) without the prior consent of the holders
of a majority of the shares of Series B Preferred Stock outstanding and until
any dividends or distributions owing on the Series B Preferred Stock have been
paid in full.
4.12 In addition to the voting rights set forth herein, the holders of
Series B Preferred Stock will be entitled to exercise such voting rights as may
be provided to them under Washington law to the extent such voting rights are
not inconsistent with those set forth herein. Nothing herein should be read or
construed as limiting such voting rights.
5. Redemption of Series B Preferred Stock.
5.1 Corporation's Right to Redeem. This corporation may (A) in its
sole discretion and at any time, redeem all shares of the Series B Preferred
Stock outstanding, or (B) with the consent of the holders of a majority of such
shares outstanding, redeem a portion of the Series B Preferred Stock then
outstanding, on a pro rata basis, in either case at a total per share redemption
price equal to the sum of the Series B Stated Value, plus an amount equal to the
amount of all declared (or due to be declared), but unpaid dividends or
distributions thereon, if any, payable pursuant to Section 2.1, through the
immediately prior Appropriate Distribution Date, plus an amount equal to the
product of the Appropriate Daily Rate multiplied by the Series B Stated Value,
multiplied by the number of days since the immediately prior Appropriate
Distribution Date (the "Series B Redemption Price").
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5.2 Series B Redemption Notice.
5.2.1 Subject to the provisions of Section 5.1, this corporation may
call all or a portion of the outstanding shares of Series B Preferred Stock for
redemption and set a date for the redemption (the "Series B Redemption Date").
Notice of a proposed redemption pursuant to Section 5.1 (each such notice a
"Series B Redemption Notice") must be mailed at least 45 days prior to the
Series B Redemption Date to all holders of shares of Series B Preferred Stock at
their respective addresses as the same appear on the stock record books of this
corporation. Each Series B Redemption Notice will state (A) the Series B
Redemption Date, (B) the Series B Redemption Price, (C) the place or places
where such shares of Series B Preferred Stock are to be surrendered, and (D)
that dividends on shares of Series B Preferred Stock to be redeemed will cease
to accrue on the Series B Redemption Date. No defect in any such notice as to
any shares of Series B Preferred Stock will affect the proceedings for the
redemption of any shares of Series B Preferred Stock.
5.2.2 Upon surrender in accordance with the Series B Redemption Notice
of the certificates for any shares of Series B Preferred Stock so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors so
requires and the notice so states), such shares of Series B Preferred Stock will
be redeemed by this corporation, which will make payment to the surrendering
holder in an amount equal to the product of the applicable Series B Redemption
Price, multiplied by the number of shares of Series B Preferred Stock being
surrendered by such holder for redemption.
5.3 Payment Prior to Series B Redemption Date.
5.3.1 If a Series B Redemption Notice is duly given as provided for
above, or if this corporation has given to the bank or trust company hereinafter
referred to irrevocable authorization to give or complete such Series B
Redemption Notice, and if prior to the applicable Series B Redemption Date the
funds necessary for such redemption will have been deposited by this corporation
with a bank or trust company in good standing (which bank or trust company will
have been identified in a written notice given to the holders whose shares of
Series B Preferred Stock are to be redeemed), organized under the laws of the
United States of America or a State thereof, having a capital surplus and
undivided profits aggregating at least $100,000,000 according to its last
published statement of condition, in trust for the pro rata benefit of the
holders of the shares of Series B Preferred Stock so called for or otherwise
subject to redemption, so as to be, and to continue to be, available therefor,
then, notwithstanding that any certificate for shares of Series B Preferred
Stock so called for or otherwise subject to redemption may not have been
surrendered for cancellation, all shares of Series B Preferred Stock so called
for or otherwise subject to redemption will no longer be deemed to be
outstanding on and after such Series B Redemption Date and all rights with
respect to such shares will forthwith cease and terminate at the close of
business on such Series B Redemption Date, except only the right of the holders
thereof to receive, out of the funds so set aside in trust, the amount payable
on redemption thereof, without interest. Any interest accrued on any funds so
deposited will be the property of this corporation and will be paid to this
corporation from time to time.
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5.3.2 Any funds set aside or deposited, as the case may be, in
accordance with Section 5.3.1 that remain unclaimed at the end of one year from
the applicable Series B Redemption Date will be released or repaid to this
corporation, after which the holders of the shares of Series B Preferred Stock
so called for redemption will look only to this corporation for payment of the
amount payable on redemption thereof, without interest, subject to the
applicable law of escheat.
6. Other Provisions.
6.1 Issuance of Shares. This corporation will not issue, or enter into
any commitment to issue, shares of Series B Preferred Stock except (A) in
exchange of shares of Series A Preferred Stock on the terms and subject to the
conditions set forth in the Terms of Series A Exchangeable Redeemable Preferred
Stock, or (B) as PIK Dividend Shares as contemplated in accordance with Section
2.4 above, or (C) such other issuances or issuance as have been approved in
advance by the vote of the holders of a majority of the shares of any Series A
Preferred Stock and Series B Preferred Stock outstanding, voting together as if
they constituted a single class.
6.2 Cancellation of Shares of Series B Preferred Stock. No share or
shares of Series B Preferred Stock acquired by this corporation for any reason
will be reissued, and all such shares will be canceled, retired and eliminated
from the shares of Series B Preferred Stock which this corporation is authorized
to issue.
6.3 Reservation of Shares. This corporation will at all times reserve
from its authorized Series B Preferred Stock a sufficient number of shares to
provide for exchange of all shares of Series A Preferred Stock from time to time
outstanding and for payment of the maximum amount of PIK Dividend Shares
issuable in respect of all Shares of Series B Preferred Stock from time to time
outstanding.
6.4 Notices. This corporation will provide to each holder of shares of
Series B Preferred Stock a copy of any materials delivered to the holders of any
other shares of this corporation's capital stock by or on behalf of this
corporation at the same time such materials are being delivered to such other
holders.
6.5 Record Holders. This corporation and its transfer agent, if any,
for the Series B Preferred Stock, may deem and treat the record holder of any
shares of Series B Preferred Stock as the sole true and lawful owner thereof for
all purposes, and neither this corporation nor any such transfer agent will be
affected by any notice to the contrary.
C. Terms of Common Stock; Voting; Directors.
1. Voting Rights.
1.1 Each share of Class A Common Stock shall be entitled to one vote
per share in person or by proxy on all matters submitted to a vote of the
stockholders of the corporation on which the holders of the Class A Common Stock
are entitled to vote.
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1.2 Each share of Class B Common Stock shall be entitled to ten votes
per share in person or by proxy on all matters submitted to a vote of the
stockholders of the Corporation on which the holders of the Class B Common Stock
are entitled to vote.
1.3 Except as otherwise required in these Articles of Incorporation,
the Bylaws or by applicable law, the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of stockholders of
the corporation generally (or if any holders of shares of Preferred Stock are
entitled to vote together with the holders of Common Stock, as a single class
with such holders of shares of preferred stock).
2. Dividends and Distributions.
2.1 Subject to the preferences applicable to the Preferred Stock
outstanding at any time, if any, the holders of shares of Common Stock shall be
entitled to receive such dividends and other distributions in cash, property or
shares of stock of the corporation as may be declared thereon by the Board of
Directors from time to time out of assets or funds of the corporation legally
available therefor; provided, that, subject to the provisions of this Section,
the corporation shall not pay dividends or make distributions to any holders of
any class of Common Stock unless simultaneously with such dividend or
distribution, as the case may be, the corporation makes the same dividend or
distribution with respect to each share of Common Stock then issued and
outstanding, regardless of class.
2.2 In the case of dividends or other distributions payable in Class A
Common Stock or Class B Common Stock, including distributions pursuant to stock
splits or divisions of Class A Common Stock or Class B Common Stock, only shares
of Class A Common Stock shall be distributed with respect to Class A Common
Stock and only shares of Class B Common Stock shall be distributed with respect
to Class B Common Stock. In the case of any such dividend or distribution
payable in shares of Class A Common Stock or Class B Common Stock, the number of
shares of each class of Common Stock payable per share of each such class of
Common Stock shall be equal in number; provided, that the restriction in this
sentence shall not apply at any time when shares of only one Class of Common
Stock of the Corporation are issued and outstanding.
2.3 In the event the Corporation shall be liquidated (either partial
or complete), dissolved or wound up, whether voluntarily or involuntarily, the
holders of the Class A Common Stock and the Class B Common Stock shall be
entitled to share ratably, as a single class, in the remaining net assets of the
corporation; that is, an equal amount of net assets for each share of Class A
Common Stock and Class B Common Stock.
3. Conversion of Class B Common Stock.
3.1 Optional Conversion by the Holder. Each holder of Class B Common
Stock shall be entitled to convert, at any time and from time to time, any or
all of the shares of such holder's Class B Common Stock on a one-for-one basis,
into the same number of fully paid and non-assessable shares of Class A Common
Stock. Such right
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shall be exercised by the surrender to the corporation of the certificate or
certificates representing the shares of Class B Common Stock to be converted at
any time during normal business hours at the principal executive offices of the
corporation or at the office of the corporation's transfer agent (the "Transfer
Agent"), accompanied by a written notice of the holder of such shares stating
that such holder desires to convert such shares, or a stated number of the
shares represented by such certificate or certificates, into an equal number of
shares of Class A Common Stock, and (if so required by the corporation or the
Transfer Agent) by instruments of transfer, in form satisfactory to the
corporation and to the Transfer Agent, duly executed by such holder or such
holder's duly authorized attorney, and transfer tax stamps or funds therefor, if
required pursuant to Article III, Section 3.7.
3.2 Automatic Conversion Upon Transfer.
3.2.1 Each share of Class B Common Stock Transferred (as defined in
Article III, Section 3.2.4), directly or indirectly, by a beneficial owner (as
defined in Article III Section 3.2.4) of Class B Common Stock (a "Class B
Shareholder") to one or more individuals, corporations, limited liability
companies, partnerships, joint ventures, trusts, unincorporated organizations or
other entities (each, a "Person"), other than a Permitted Transferee shall
automatically convert into one fully paid and non-assessable share of Class A
Common Stock upon such disposition. Any purported transferee of shares of Class
B Common Stock purported to be Transferred in violation of this Article III,
Section 3.2.1 shall have no rights as a shareholder of the corporation and no
other rights against, or with respect to, the corporation, except the right to
receive shares of Class A Common Stock upon the conversion of his, her or its
shares of Class B Common Stock into shares of Class A Common Stock.
Notwithstanding the foregoing, if any Permitted Transferee ceases to qualify as
a Permitted Transferee at any time following the transfer of the Class B Common
Stock, then each share of the Class B Common Stock transferred to such Permitted
Transferee shall automatically convert, at the time that the transferee ceases
to so qualify, into one fully paid and non-assessable share of Class A Common
Stock. Determinations as to the occurrence of events listed in this Article III,
Section 3.2 shall be made by a majority of the Board of Directors.
3.2.2. Notwithstanding anything to the contrary set forth in Article III,
Section 3.2.1, any Class B Shareholder may pledge his, her or its shares of
Class B Common Stock to a pledgee pursuant to a bona fide pledge of such shares
as collateral security for indebtedness due to the pledgee, provided that such
shares shall not be transferred to or registered in the name of the pledgee and
shall remain subject to the provisions of this Article III, Section 3.2. In the
event of foreclosure, realization or other similar action by the pledgee, such
pledged shares of Class B Common Stock may only be transferred to a Permitted
Transferee of the pledgor or converted into shares of Class A Common Stock, as
the pledgee may elect.
3.2.3 The Corporation shall note on the certificates representing shares
of Class B Common Stock the restrictions on transfer and registration of
transfer imposed by this Article III, Section 3.2.
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3.2.4 For the purpose of this Article III, the term "beneficial
owner(s)" of any shares of Class B Common Stock means a Person that has or
shares the power, either singly or jointly, to direct the voting or disposition
of such shares. A "Permitted Transferee" means any Class B Shareholder and any
holder of an option or warrant to acquire shares of Class B Common Stock,
together with (i) any such Person's spouse, parent and any lineal descendant
(including any adopted child) of a parent of any such Person or of any such
Person's spouse; (ii) any trustee, guardian or custodian for, or any executor,
administrator or other legal representative of the estate of, any of the
foregoing Permitted Transferees; (iii) the trustee of a trust (including a
voting trust) principally for the benefit of any such Person and/or any of his
or her Permitted Transferees described in clause (i) above, (iv) in the case of
any Person that is the beneficial owner, directly or indirectly, of five percent
(5%) or more of the aggregate number of shares of Class B Common Stock then
issued and outstanding (a "Five-percent Holder"), any Subsidiary of any such
Five-percent Holder, and (v) any entity with which any Five-percent Holder, or
any Subsidiary of any Five-percent Holder that holds, directly or indirectly,
all of the shares of Class B Common Stock beneficially owned by such
Five-percent Holder, is merged or consolidated (notwithstanding whether the
Five-percent Holder or of such Subsidiary of the Five-percent Holder is the
surviving entity in such merger or consolidation), and any Person that acquires
all or substantially all of the assets of any Five-percent Holder or any such
Subsidiary of a Five-percent Holder. A "Subsidiary" of a Class B Shareholder or
any other Person means any corporation, partnership, limited liability company,
association, trust, unincorporated association or other legal entity of which
the Class B Shareholder or any such other Person, as the case may be (either
alone or through or together with any other Subsidiary), (1) owns, directly or
indirectly, 50% or more of the capital stock or other equity interests that are
generally entitled to vote for the election of the board of directors or other
governing body of such corporation or other entity, or (2) has the contractual
or other power to designate a majority of the board of directors or other
governing body of such corporation or other entity. A "Transfer" means any
transfer, sale, assignment, gift, bequest, appointment or other disposition.
3.3 If at any time the number of shares of Class B Common Stock owned
by Nextel Communications Group (as defined herein) in the aggregate constitutes
less than 30% of the aggregate number of shares of Common Stock then issued and
outstanding, and thereafter remains less than 30% of the aggregate number of
shares of Common Stock issued and outstanding for a continuous period greater
than 90 days from the most recent date on which such ownership constituted less
than such 30%, then each share of Class B Common Stock then issued and
outstanding shall thereupon be converted automatically as of such date into one
fully paid and non-assessable share of Class A Common Stock. Upon the
determination by a majority of the Board of Directors that such automatic
conversion has occurred, notice of such automatic conversion shall be given by
the corporation as soon as practicable thereafter by means of written notice to
all holders of Class B Common Stock, and the Secretary of the corporation shall
be instructed to, and shall promptly, request from each holder of Class B Common
Stock that each such holder promptly deliver, and each such holder shall
promptly deliver, the certificate representing each such share of Class B Common
Stock to the corporation for exchange hereunder, together with instruments of
transfer,
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in form satisfactory to the corporation and the Transfer Agent, duly executed by
such holder or such holder's duly authorized attorney, and together with
transfer tax stamps or funds therefor, if required pursuant to Article III,
Section 3.7. "Nextel Communications Group" means and includes Nextel
Communications, Inc. ("NCI"), all Subsidiaries of NCI, any entity with which NCI
or any such Subsidiary is merged or consolidated (notwithstanding whether NCI or
such Subsidiary is the surviving entity in such merger or consolidation), and
any Person that acquires all or substantially all of the assets of NCI or any
such Subsidiary.
3.4 As promptly as practicable following the surrender for conversion
of a certificate representing shares of Class B Common Stock in the manner
provided in Article III, Section 3.1, 3.2 or 3.3, and the payment in cash of any
amount required by the provisions of Article III, Section 3.7, the corporation
will deliver or cause to be delivered at the office of the Transfer Agent, a
certificate or certificates representing the number of shares of Class A Common
Stock issuable upon such conversion, issued in such name or names as such holder
may direct. Such conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the event causing the
conversion occurs. Upon the date any such conversion is deemed made or effected,
all rights of the holder of such shares of Class B Common Stock as such holder
shall cease, and the Person or Persons in whose name or names the certificate or
certificates representing the shares of Class A Common Stock are to be issued
shall be treated for all purposes as having become the record holder or holders
of such shares of Class A Common Stock; provided, however, that if any such
surrender and payment occurs on any date when the stock transfer books of the
Corporation shall be closed, the person or persons in whose name or names the
certificate or certificates representing shares of Class A Common Stock are to
be issued shall be deemed the record holder or holders thereof for all purposes
immediately prior to the close of business on the next succeeding day on which
the stock transfer books are open.
3.5 Upon any reclassification or other similar transaction that
results in the shares of Class A Common Stock being converted into or exchanged
for another security, holders of Class B Common Stock shall be entitled to
receive upon subsequent conversion or exchange of such Class B Common Stock the
amount of such other security that such holder would have received if such
conversion or exchange had occurred immediately prior to the record date of such
reclassification or other similar transaction. No adjustments in respect of
dividends shall be made upon the conversion or exchange of any share of Class B
Common Stock; provided, however, that if a share of Class B Common Stock shall
be converted or exchanged subsequent to the record date for the payment of a
dividend or other distribution on shares of Class B Common Stock but prior to
such payment, then the registered holder of such share at the close of business
on such record date shall be entitled to receive the dividend or other
distribution payable on such share on such date notwithstanding the conversion
or exchange thereof or the default in payment of the dividend or distribution
due on such date.
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3.6 The corporation covenants that it shall at all times reserve and
keep available out of its authorized but unissued shares of Class A Common Stock
solely for the purpose of issuance upon conversion of shares of Class B Common
Stock, such number of shares of Class A Common Stock that shall be issuable upon
the conversion of all shares of Class B Common Stock outstanding or subject to
options or warrants. The corporation covenants that if any shares of Class A
Common Stock require registration with or approval of any Governmental Authority
under any federal or state law before such shares of Class A Common Stock may be
issued upon conversion of any Class B Common Stock, the corporation shall cause
such shares to be duly registered or approved, as the case may be. The
corporation shall use its reasonable best efforts to list or otherwise qualify
for trading the shares of Class A Common Stock required to be delivered upon
conversion or exchange prior to such delivery upon each national securities
exchange, automated quotation system or other market upon which the outstanding
Class A Common Stock is listed or qualified for trading at the time of such
delivery. The corporation covenants that all shares of Class A Common Stock that
shall be issued upon conversion of the shares of Class B Common Stock will, upon
issue, be validly issued, fully paid and non-assessable. "Governmental
Authority" means any federal, state or local or any foreign government,
governmental, regulatory or administrative authority or commission or any court,
tribunal or agency.
3.7 The issuance of certificates for shares of Class A Common Stock
upon conversion of shares of Class B Common Stock shall be made without charge
to the holders of such shares for any stamp or other similar tax in respect of
such issuance; provided, however, that if any such certificate is to be issued
in a name other than that of the holder of the share or shares of Class B Common
Stock being converted, then the Person or Persons requesting the issuance
thereof shall pay to the corporation the amount of any tax that may be payable
in respect of any transfer involved in such issuance or shall establish to the
satisfaction of the corporation that such tax has been paid or is not payable."
3. Effective upon filing of these Articles of Amendment with the
Secretary of State of the State of Washington, each share of previously existing
common stock, without par value, issued and outstanding shall be and hereby is
converted into and reclassified as one share of Class B Common Stock, par value
$0.001 per share. Certificates that prior to the filing of these Articles of
Amendment with the Secretary of State represented shares of common stock shall
be and hereby are canceled, and upon presentation of the canceled certificates
to Nextel International, Inc., the holders thereof shall be entitled to receive
certificate(s) representing the shares of Class B Common Stock into which such
canceled shares have been converted.
4. The date of adoption of the amendment by the Board of Directors of
the corporation is October 16, 2000.
5. The date of the adoption of the amendment by the shareholders of
the corporation is October 16, 2000.
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6. The amendment was duly approved by the shareholders of the
corporation in accordance with the provisions of RCW 23B.10.030 and RCW
23B.10.040. Such approval was obtained by written consent in accordance with RCW
23B.07.040 and written notice to any nonconsenting shareholders has been given
as provided in RCW 23B.07.040.
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These Articles of Amendment are executed by said corporation by its duly
authorized officer.
DATED: October 23, 2000
NEXTEL INTERNATIONAL, INC.
By: /S/ Robert J. Gilker
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Name: Robert J. Gilker
Title: Vice President and General Counsel