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Irrevocable Standby Letter of Credit No. P-622662

Letter of Credit

Irrevocable Standby Letter of Credit No. P-622662 | Document Parties: NEXTEL COMMUNICATIONS INC You are currently viewing:
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NEXTEL COMMUNICATIONS INC

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Title: Irrevocable Standby Letter of Credit No. P-622662
Date: 6/13/2005
Industry: Communications Services     Sector: Services

Irrevocable Standby Letter of Credit No. P-622662, Parties: nextel communications inc
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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,

 

 

 

Maximum Letter of Credit Amount :

 

JPMORGAN CHASE BANK, N.A.

$312,500,000.00

 

 

Letter of Credit Percentage: 12.5%

 

By; s/s Maria Adamczyk                               

L/C Reference Number P-622662

 

Name: MARIA ADAMCZYK                      

 

 

Title: VICE PRESIDENT                                

     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 :

 

CITIBANK, N.A.

$312,500,000.00

 

 

Letter of Credit Percentage: 12.5%

 

By; s/s Freddy Boom                    

L/C Reference Number 61638251

 

Name: Freddy Boom                      

 

 

Title: Director                                 

     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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