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EXHIBIT 10.21
March 6, 1997
XxXxx International, Ltd.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Re: Motorola International Financing
Dear Sirs:
We refer to that certain Memorandum of Understanding entered
into on or about November 12, 1996 (the "Memorandum of Understanding")
captioned "MOTOROLA VENDOR FINANCING TEMPLATE", by and between XxXxx
International, Ltd. ("MIL") and Motorola, Inc. ("Motorola"), acknowledged and
agreed to by Nextel Communications, Inc. ("Nextel"). Such Memorandum of
Understanding, together with all attachments thereto and any and all term
sheets or definitive agreements entered into to establish or reflect the terms
and conditions of any credit available or indebtedness outstanding thereunder
(being referred to collectively as the "Motorola International Financing
Documents"). On the date hereof, the existing Motorola International Financing
Documents contemplate that the worldwide amount of vendor equipment financing
provided by Motorola (i) to Nextel and certain of its subsidiaries that are
"Restricted Companies" (Nextel and such subsidiaries collectively, the "U.S.
Borrowers") under the U.S. Vendor Agreement (as defined in the Memorandum of
Understanding) and (ii) to MIL and certain of its designated affiliates (MIL
and such affiliates collectively, the "MIL Group") under the Motorola
International Financing Documents will be subject to a maximum aggregate limit
of $400 million.
We hereby state our mutual understanding and agreement as
follows:
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(1) Nextel commits that none of the U.S. Borrowers will borrow
amounts under the U.S. Vendor Facility if, at the time of and
giving effect to such borrowing and all other amounts then
outstanding under the U.S. Vendor Facility, either (a) amounts
borrowed from Motorola thereunder would exceed $400 million or
(b) as a result of such borrowing, the total of all amounts
outstanding or then remaining available to the MIL Group under
the Motorola International Financing Documents would be less
than $95 million; and
(2) MIL commits that no member of the MIL Group will, without the
prior written consent of the Chief Financial Officer of
Nextel, (a) borrow amounts under the Motorola International
Financing Documents if, at the time of and giving effect to
such borrowing and all other amounts then outstanding
thereunder and all other amounts borrowed from Motorola and
then outstanding under the U.S. Vendor Facility, the total of
all amounts so borrowed from Motorola by members of the MIL
Group and by the U.S. Borrowers, as appropriate, would exceed
$400 million or (b) change, or consent to any change, in the
$400 million aggregate worldwide outstandings limit set forth
in the Memorandum of Understanding.
MIL and Nextel each understand and acknowledge that borrowings
and access to funds under the U.S. Vendor Facility and under the Motorola
International Financing Documents will be subject to the applicable terms and
conditions set forth in those documents, and MIL specifically understands and
agrees that, except as expressly set forth above, Nextel has no obligation,
express or implied, to act or refrain from acting to assure satisfaction of any
of the conditions to borrowing under any of the Motorola International
Financing Documents or otherwise to assure that any member of the MIL Group
will have or retain access any amount of financing thereunder.
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If the above accurately states our mutual
understandings and agreements on these topics, please so indicate by signing
and returning the enclosed duplicate copy of this letter to the undersigned.
Very truly yours,
NEXTEL COMMUNICATIONS, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXX INTERNATIONAL, LTD.
By: /s/ XXXXX X. ROSTOV
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Name: Xxxxx X. Rostov
Title: Senior Vice President
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