Exhibit 99.1
Irrevocable Standby Letter of
Credit
No. P-622662
June 9, 2005
U.S. Bank National Association,
as trustee
1350 Euclid Avenue, 11 th Floor
Cleveland, OH 44115
Attention: Katherine Esber
Ladies and Gentlemen:
At
the request and for the account of Nextel Finance Company, JPMorgan
Chase Bank, N.A. (“ JPMorgan Chase ”), together
with Citibank, N.A.; Bank of America, N.A.; The Bank of Nova
Scotia; Barclays Bank PLC; Wachovia Bank, National Association;
Société Générale; and The Royal Bank of
Scotland plc (such banks collectively with JPMorgan Chase, the
“ Issuing Banks ” and individually an “
Issuing Bank ”) hereby establish, severally, in the
respective amounts specified below, in your favor, their
Irrevocable Standby Letter of Credit No. P-622662 (the “
Letter of Credit ”) in the aggregate amount of
$2,500,000,000 (Two Billion Five Hundred Million United States
Dollars) (the “ Stated Amount ”). Anything in
this Letter of Credit to the contrary notwithstanding, the
obligations of the Issuing Banks hereunder shall be several and not
joint with each Issuing Bank being obligated for $312,500,000.00
(Three Hundred Twelve Million Five Hundred Thousand United States
Dollars). The amount of each such obligation with respect to the
Issuing Banks shall reduce pro rata as the Stated Amount may from
time to time be reduced in accordance with this Letter of Credit.
This Letter of Credit is being provided by Nextel Communications,
Inc. (“ Nextel ”) pursuant to the Report and
Order and Fifth Report and Order and Fourth Memorandum Opinion and
Order, and Order dated as of August 6, 2004 issued by the
Federal Communications Commission (“ Commission
”) in the Matter of Improving Public Safety Communications in
the 800 MHz Band, as modified by subsequent errata and orders that
have been issued by the Commission (collectively, the “
Order ”). The several percentage of each of the
Issuing Banks as to any drawings hereunder (each a “
Letter of Credit Percentage ” and collectively the
“ Letter of Credit Percentages ”) shall be that
percentage set forth on the signature page for such Issuing Bank,
or such other percentage as is specified pursuant to the eighth
paragraph hereof. The maximum amount that may be drawn under this
Letter of Credit is $2,500,000,000.
This Letter of
Credit shall expire on the date (the “ Expiration Date
”) that is the earliest to occur of (i) subject to the
next succeeding paragraph, the close of banking business at the
counters of JPMorgan Chase, the address of which is described in
the fourth paragraph hereof, on the date which is one year from the
date of issuance hereof, (ii) upon receipt by JPMorgan Chase
of a certificate purportedly signed by the Transition Administrator
(as defined below) or, if not an individual, purportedly signed by
two authorized representatives of the Transition Administrator, and
in either case purportedly countersigned by an authorized signatory
of the Commission in the form attached as Annex E, (iii) in
the event of automatic extensions, the then current expiry date in
effect, in a year when a notice of non-renewal, conforming to the
requirements set forth in the next succeeding paragraph, is sent to
you by JPMorgan Chase or (iv) the Ultimate Expiration Date (as
defined below). For purposes hereof, “ Transition
Administrator ” means the Transition Administrator
appointed pursuant to, and serving in such capacity in accordance
with, the Order.
It
is a condition of this Letter of Credit that it shall be
automatically extended for a period of one year, from the present
or any future expiration date as provided for herein, unless at
least sixty (60) days prior to the then current Expiration
Date, but not earlier than ninety (90) days prior to such
date, JPMorgan Chase, on behalf of the Issuing Banks, sends notice
to you (and to the Commission at its address indicated in Annex G),
in writing by a nationally recognized overnight delivery service,
that this Letter of Credit will not be extended for any additional
periods. The above notwithstanding, this Letter of Credit will
expire, without further extensions, on July 26, 2009 (the
“ Ultimate Expiration Date ”).
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Funds under this
Letter of Credit are available to you against your draft (which
shall be in the aggregate amount being concurrently drawn against
all Issuing Banks) in the form attached hereto as Annex A,
presented at the office of JPMorgan Chase referenced below, and
referring thereon to the number of this Letter of Credit,
accompanied by your written and completed certificate purportedly
signed by you substantially in the form of Annex B-1 attached
hereto and, as applicable, either the Transition
Administrator’s written and completed certificate purportedly
signed by the Transition Administrator substantially in the form of
Annex B-2 attached hereto or the Commission’s written and
completed certificate purportedly signed by an authorized signatory
of the Commission substantially in the form of Annex B-3 attached
hereto. Such draft and certificates shall be dated the date of
presentation or an earlier date, which presentation shall be made
at the counters of JPMorgan Chase at their office located at 10420
Highland Manor Dr., 4th Fl., Tampa, FL 33610, Attn: Standby Letter
of Credit Dept., and shall be effected either by personal delivery
or delivery by a nationally recognized overnight delivery
service.
JPMorgan Chase
hereby commits and agrees to accept any such presentation at such
office on behalf of the Issuing Banks made on or prior to the
Expiration Date, and if such presentation of documents appears on
its face to comply with the terms and conditions of this Letter of
Credit and is made prior to 5:00 p.m. New York time on a Business
Day, will notify the Issuing Banks on the next succeeding Business
Day at their respective addresses indicated on Annex G (identifying
each Issuing Bank’s L/C Reference Number indicated opposite
its signature hereto), of their obligations to honor the same. Each
of the Issuing Banks will pay its Letter of Credit Percentage of
all such drawings under this Letter of Credit with its own funds
not later than the date (herein, the “ Issuing Bank
Payment Date ”) two Business Days after receipt of such
notice from JPMorgan Chase to an account of JPMorgan Chase that
shall be specified by JPMorgan Chase in such notice. Payment under
this Letter of Credit shall be made by the Issuing Banks by wire
transfer of immediately available funds to JPMorgan Chase for your
account. Not later than 6:00 p.m. New York time on the Business Day
next following the Issuing Bank Payment Date, all such funds that
have been received by JPMorgan Chase from the Issuing Banks
(including from JPMorgan Chase itself) prior to the close of
business on the Issuing Bank Payment Date shall be transferred by
JPMorgan Chase to you or your successor, as Letter of Credit
Trustee appointed pursuant to, and serving in such capacity in
accordance with, the Order (the “ Trustee ”) in
accordance with the instructions set forth in the draft presented
in connection with such draw under this Letter of Credit. Each of
the Issuing Banks agrees, for itself alone and not jointly with any
other bank, to pay its Letter of Credit Percentage of any draft
drawn by you under this paragraph and presented to JPMorgan Chase
in accordance with the terms and conditions hereinafter set forth.
For purposes hereof, “ Business Day ” means any
day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain
closed.
In
the event that any one or more Issuing Banks shall have failed to
transfer to JPMorgan Chase prior to the close of business on the
Issuing Bank Payment Date for any drawing (including any prior
drawing under this paragraph) the full amount of the portion of
such drawing that is to be paid by it (any defaulted amount of such
drawing being herein called the “ Defaulted Amount
”) then, at the time of payment by JPMorgan Chase to you of
such drawing, JPMorgan Chase shall notify you of the identity of
each Issuing Bank that shall have failed to transfer to JPMorgan
Chase its portion of such drawing, and the Defaulted Amount for
each such Issuing Bank. In such event, without limiting any rights
and remedies that you may have against such defaulting Issuing
Bank(s) by reason of such failure, you shall be entitled to make a
supplemental drawing under this Letter of Credit from each of the
remaining Issuing Banks (herein, the “ Non-Defaulting
Issuing Banks ”) for the aggregate Defaulted Amount. Such
drawing shall be made by your presentation to JPMorgan Chase of
your written and completed certificate purportedly signed by you
substantially in the form of Annex C attached hereto. Such
certificate shall be dated the date of presentation or a date not
earlier than the original drawing in respect of which such failure
occurred, and shall be presented to JPMorgan Chase at the location
specified in the fourth paragraph hereof. Such certificate shall be
accepted and processed by JPMorgan Chase in the same manner as
required in the preceding paragraph for the original drawing in
respect of which such failure occurred. Similarly, payment by each
Non-Defaulting Issuing Bank (and by JPMorgan Chase) of such drawing
shall be made in the same manner as required in the preceding
paragraph for such original drawing, provided that each of
such Non-Defaulting Issuing Banks agrees, for itself alone and not
jointly with any other Issuing Bank, to pay that percentage of such
drawing as is equal to the percentage equivalent of the ratio of
(i) the Letter of Credit
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Percentage of such Non-Defaulting
Issuing Bank divided by (ii) the sum of the Letter of Credit
Percentages of all of the Non-Defaulting Issuing Banks.
Upon the transfer
by an Issuing Bank to JPMorgan Chase as provided above of the
amount of any drawing under this Letter of Credit of the portion of
such drawing to be paid by such Issuing Bank, such Issuing Bank
shall be fully discharged of its obligations under this Letter of
Credit with respect to such drawing, and such Issuing Bank shall
not be obligated thereafter to make any further payments under this
Letter of Credit in respect of such drawing. The failure of any
Issuing Bank to make funds available to you under this Letter of
Credit shall not relieve any other Issuing Bank of its obligation
hereunder to make funds available to you; except as provided in the
sixth paragraph hereof, no Issuing Bank shall be responsible for
the failure of any other Issuing Bank to make funds available to
you.
An
Issuing Bank may cease to be a party to, and a new bank may become
a party to, this Letter of Credit, and the Letter of Credit
Percentage of an Issuing Bank may change; provided that no
such event will reduce the then available amount under this Letter
of Credit. Prior to the occurrence of any such event, JPMorgan
Chase will provide prompt written notice of such event to you (and
the Commission at its address indicated in Annex G), including any
change in the identities of the Issuing Banks severally but not
jointly liable in respect of the aggregate undrawn amount of this
Letter of Credit (based upon their respective Letter of Credit
Percentages thereof) and any change in such Letter of Credit
Percentages.
Under the Order,
any such new bank must be a bank that is (a) any United States
Bank that (i) is among the 50 largest United States banks,
determined on the basis of total assets as of December 31, 2003,
(ii) whose deposits are insured by the Federal Deposit
Insurance Corporation, and (iii) has a long-term unsecured credit
rating issued by Standard & Poor’s of A- or better (or an
equivalent rating from another nationally recognized credit rating
agency); or (b) any non-U.S. bank that (i) is among the
50 largest non-U.S. banks in the world, determined on the basis of
total assets as of December 31, 2003 (determined on a U.S.
dollar equivalent basis as of such date), (ii) has a branch office
in New York City or such other branch office agreed to by the
Commission, (iii) has a long-term unsecured credit rating issued by
a widely-recognized credit rating agency that is equivalent to an
A- or better rating by Standard & Poor’s, and
(iv) issues this Letter of Credit payable in United States
dollars.
Multiple drawings
are permitted under this Letter of Credit, and the undrawn amount
of this Letter of Credit shall be reduced by any such multiple draw
hereunder.
This Letter of
Credit shall be subject to automatic amendment consisting of a
decrease in the amount available hereunder to the amount specified
in a certificate purportedly signed by the Transition Administrator
or, if not an individual, purportedly signed by two authorized
representatives of the Transition Administrator, and purportedly
countersigned by an authorized signatory of the Commission, in the
form attached as Annex D, which amendment shall automatically
become effective upon receipt by JPMorgan Chase of such
certificate. Promptly following receipt by it of any such
certificate, JPMorgan Chase will forward a copy thereof to the
Issuing Banks at their respective addresses indicated on Annex
G.
This Letter of
Credit is not transferable or assignable in whole or in part,
except that this Letter of Credit may be transferred in its
entirety (but not in part) to any successor trustee succeeding you
pursuant to, and in accordance with, the Order, and JPMorgan Chase
only is authorized to act as the transferring bank. JPMorgan Chase
shall not recognize any transfer of this Letter of Credit until
this original Letter of Credit together with any amendments and a
completed Transfer Form purportedly signed by the current Trustee
and purportedly countersigned by the Commission, attached hereto as
Annex F, is received by it. In case of any transfer of this Letter
of Credit, any draft and any required statement of the Trustee
thereafter presented under this Letter of Credit must be executed
solely by the transferee. This Letter of Credit may not be
transferred to any person if such transfer would result in a
violation of U.S. Foreign Assets Control Regulations (31 C.F.R.
Subtitle B, Chapter V) or other applicable U.S. Laws and
Regulations.
This Letter of
Credit sets forth in full the undertaking of the Issuing Banks, and
such undertaking shall not in any way be modified, amended,
amplified or limited by reference to any document, instrument or
agreement referred to herein, except only the certificates and the
drafts referred to herein and the ISP (as
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defined below); and any such
reference shall not be deemed to incorporate herein by reference
any document, instrument or agreement except for such certificates
and such drafts and the ISP.
This Letter of
Credit shall be subject to, governed by, and construed in
accordance with, the International Standby Practices 1998,
International Chamber of Commerce Publication No. 590 (the
“ ISP ”), which is incorporated into the text of
this Letter of Credit by this reference, and, to the extent not
inconsistent therewith, the laws of the State of New York,
including the Uniform Commercial Code as in effect in the State of
New York.
Communications
with respect to this Letter of Credit shall be addressed to
JPMorgan Chase at its address set forth above, specifically
referring to the number of this Letter of Credit, and all such
communications shall be deemed appropriate notice to each of the
Issuing Banks.
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Very
truly yours,
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Maximum
Letter of Credit Amount :
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JPMORGAN CHASE
BANK, N.A.
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Letter of
Credit Percentage: 12.5%
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By; s/s
Maria Adamczyk
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L/C Reference
Number P-622662
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Name: MARIA
ADAMCZYK
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Title: VICE
PRESIDENT
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This is a
signature page by the above Issuing Bank to Letter of Credit
No. P-622662 issued by JPMorgan Chase Bank, N.A.; Citibank,
N.A.; Bank of America, N.A.; The Bank of Nova Scotia; Barclays Bank
PLC; Wachovia Bank, National Association; Société
Générale; and The Royal Bank of Scotland plc in favor of
U.S. Bank National Association, as trustee. By execution of this
signature page, the above Issuing Bank authorizes JPMorgan Chase
Bank, N.A. to affix this signature page to the original copy of
such Letter of Credit to be delivered to the
Beneficiary.
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Maximum
Letter of Credit Amount :
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CITIBANK,
N.A.
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Letter of
Credit Percentage: 12.5%
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By; s/s
Freddy
Boom
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L/C Reference
Number 61638251
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Name: Freddy
Boom
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Title:
Director
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This is a
signature page by the above Issuing Bank to Letter of Credit
No. P-622662 issued by JPMorgan Chase Bank, N.A.; Citibank,
N.A.; Bank of America, N.A.; The Bank of Nova Scotia; Barclays Bank
PLC; Wachovia Bank, National Association; Société
Générale; and The Royal Bank of Scotland plc in favor of
U.S. Bank National Association, as trustee. By execution of this
signature page, the above Issuing Bank authorizes JPMorgan Chase
Bank, N.A. to affix this signature page to the original copy of
such Letter of Credit to be delivered to the
Beneficiary.
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