-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V4EDcTQmd1dT8W+szwDBEIVzPfVGoiWOaC/cuyVp0KxwISp1JWqKmIsgvNhEAG9C KP3Q0w32wolFoTdFJjLQnA== 0001193125-04-216662.txt : 20041220 0001193125-04-216662.hdr.sgml : 20041220 20041220172653 ACCESSION NUMBER: 0001193125-04-216662 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041220 DATE AS OF CHANGE: 20041220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTOROLA INC CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 041215009 BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 8475765000 MAIL ADDRESS: STREET 1: 1303 EAST ALGONQUIN ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60196 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 14, 2004

 


 

Motorola, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-7221   36-1115800
(Commission File Number)   (I.R.S. Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois   60196
(Address of Principal Executive Offices)   (Zip code)

 

(847) 576-5000

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01 Other Events

 

Three-Year Extension of Supply Agreements with Nextel

 

On December 16, 2004, Motorola, Inc. (“Motorola”) announced that it had reached agreement with Nextel Communications, Inc. (“Nextel”) to extend its iDEN infrastructure and iDEN subscriber agreements for a period of 3 years through the end of 2007. The current subscriber handset and infrastructure supply agreements were set to expire on December 31, 2004. On December 16, 2004, Motorola issued a press release in connection with the extension of the subscriber handset and infrastructure supply agreements described above. A copy of the press release is attached hereto as Exhibit 99.1.

 

Implementation of Next Generation Dispatch Technology

 

On December 16, 2004, Motorola announced that it had entered into an agreement with Nextel for the implementation of Next Generation Dispatch (“NGD”), a new Internet Protocol-based Push-to-Talk call processing engine. On December 16, 2004, Motorola issued a press release in connection with the NGD implementation agreement described above. A copy of the press release is attached hereto as Exhibit 99.2.

 

Letter Agreement with Nextel Communications, Inc.

 

Motorola, together with its wholly-owned subsidiary Motorola SMR, Inc., a Delaware corporation (“Motorola SMR”), owns 29,660,000 shares of Class B Non-Voting Common Stock, par value $0.001 per share (“Nextel Class B Common”), of Nextel. On December 15, 2004, Nextel and Sprint Corporation (“Sprint”) issued a press release announcing that their boards of directors unanimously approved a definitive agreement for a merger of the two companies (the “Merger Agreement”). According to the announcement, each Nextel common share will be converted into new company (“Sprint/Nextel”) shares and a small per share amount of cash, with a total value equal to 1.3 shares of Sprint/Nextel common stock. The exact stock/cash allocation will be determined at the closing of the merger in order to facilitate the spin-off of the local telecommunications business of Sprint/Nextel on a tax-free basis (the “ILEC Separation”).

 

Pursuant to a letter agreement among Motorola, Motorola SMR and Nextel, dated December 14, 2004 (the “Letter Agreement”), Motorola and Motorola SMR agreed not to dispose of the shares of Nextel Class B Common Stock held by Motorola and Motorola SMR and any shares of non-voting common stock of Sprint/Nextel issued in exchange therefor pursuant to the Merger Agreement for a period of time up to two years. The restrictions imposed under the Letter Agreement terminate upon the earlier to occur of: (i) December 31, 2006, (ii) the second business day following the ILEC Separation, (iii) the termination of the Merger Agreement, and (iv) the second business day following the date of any event which eliminates the ability of Sprint/Nextel to consummate the ILEC Separation on a tax-free basis.

 

In exchange for the restrictions imposed under the Letter Agreement, Nextel agreed to pay Motorola a fee of $50,000,000 (the “Consent Fee”) on the third business day following the receipt of the necessary approvals by the stockholders of both Nextel and Sprint to the transactions contemplated by the Merger Agreement (the “Sprint/Nextel Stockholder Approval”). In the event Motorola elects to enter into certain specified hedging or monitizing transactions pursuant to the terms of the Letter Agreement, Nextel has agreed to pay Motorola the Consent Fee prior to receipt of the Sprint/Nextel Stockholder Approval so long as such transactions are entered into after January


1, 2005. If paid by Nextel, Motorola agreed to return the Consent Fee to Nextel upon the occurrence of certain events prior to the completion of the Sprint/Nextel merger.

 

A copy of the Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated by reference herein. The foregoing is qualified in its entirety by reference to the Standstill Agreement.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) The following are filed as Exhibits to this Report.

 

Exhibit 99.1   Press Release by Motorola, Inc. dated December 16, 2004 announcing the extension of the subscriber handset and infrastructure supply agreements with Nextel Communications, Inc.
Exhibit 99.2   Press Release by Motorola, Inc. dated December 16, 2004 announcing Next Generation Dispatch implementation agreement with Nextel Communications, Inc.
Exhibit 99.3   Letter Agreement dated December 14, 2004, among Nextel Communications, Inc., Motorola, Inc. and Motorola SMR, Inc.


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    MOTOROLA, INC.
Dated: December 20, 2004   By:  

/s/ David W. Devonshire


        David W. Devonshire
        Executive Vice President and Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Motorola Announces Three-Year Extension of iDEN Infrastructure and Handset Supply Agreements with Nextel

 

SCHAUMBURG, III. – 16 December 2004 – Motorola, Inc. (NYSE: MOT) today announced that it has reached an agreement with Nextel Communications Inc. (NASDAQ: NXTL) to extend its iDEN infrastructure and iDEN subscriber supply agreements for a period of three years from January 1, 2005 through December 31, 2007.

 

Terms of the existing iDEN infrastructure supply agreement that are being extended includes those relating to base station equipment, core network equipment, plus software and hardware maintenance and support services necessary to expand, upgrade and support Nextel’s nationwide iDEN based network. The extension of the iDEN subscriber supply agreement includes pricing and other terms relating to current and proposed new handset models for Nextel, including handset models to be marketed under Nextel’s youth-lifestyle brand, Boost Mobile.

 

“Today’s announcement is another important milestone in Motorola’s long-standing relationship with Nextel,” said Adrian Nemcek, president of Motorola’s Networks business. “Extending our iDEN supply relationship with Nextel for another three years further solidifies Motorola’s relationship with Nextel as supplier of iDEN technology that has existed since the early 1990s. Motorola and Nextel remain committed to the ongoing development and deployment of iDEN technology and products.”

 

“We’re pleased to continue our close and cooperative working relationship with Motorola,” said Nextel Executive Vice President and Chief Operating Officer Tom Kelly. “Our collaboration has resulted in the development of iDEN products and services that enable Nextel to serve the most valuable customers in the wireless industry.”

 

“Based on current projections, Motorola expects the value of its infrastructure and subscriber shipments to Nextel to be comparable to the average levels we’ve seen over the past two years,” added Nemcek.

 

Motorola noted that more new models of iDEN handsets are expected to be introduced in the next 12 months, including new models that incorporate the new WiDEN data functionality that increases data rates up to four times faster than customary iDEN data rates.


About Motorola

 

Motorola is a FORTUNE 100 global communications leader that provides seamless mobility products and solutions across broadband, embedded systems and wireless networks. In your home, auto, workplace, and all spaces in between, seamless mobility means you can reach the people, things and information you need, anywhere, anytime. Seamless mobility harnesses the power of technology convergence and enables smarter, faster, cost-effective and flexible communication. Motorola had sales of US$27.1 billion in 2003. For more information: www.motorola.com.

 

Motorola’s iDEN technology is currently deployed in 18 countries around the globe with approximately 21 million customers enjoying the benefits of a single handset that offers one-to-one Push-To-Talk service; simultaneous Push-To-Talk service to multiple individuals or groups; telephone interconnect service; short-messaging; and wireless internet data service. Current models of iDEN handsets offer a full range of features including global positioning satellite (GPS) technology, color displays, speakerphone, voice recorder, voice dialing and downloadable ring tones in competitively sized and designed handsets. For further information on iDEN handsets, visit www.motorola.com/iden.

 

Business Risks:

 

Statements in this press release that are not historical facts are forward-looking statements based on current expectations that involve risks and uncertainties. Such forward-looking statements include statements about: the value of future infrastructure and subscriber shipments under the agreements, and the planned introduction of new products. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: changes in consumer demand for the products and technology subject to the agreements, especially for new products or technology; regulatory changes adversely impacting the use, performance or competitiveness of iDEN technology; the impact of the proposed merger of Nextel and Sprint was announced December 15, 2004 the risk associated with the development, implementation and commercialization of new products and features, uncertainty of current economic and political conditions, possible industry realignment or restructuring, as well as the economic outlook for the telecommunications industry; and other factors found (i) on pages 76 through 85 of Motorola’s annual report on Form 10-K for the year ended December 31, 2003, in Motorola’s first, second and third quarter reports 2004 on Form 10-Q and in its other filings with the SEC, and (ii) in Nextel’s annual report on Form 10-K for the year ended December 31, 2003 and in Nextel’s first, second and third quarter 2004 reports on Form 10-Q and in its other SEC filings.

 

Media Contact:

Jennifer Weyrauch

Motorola

Jennifer.Weyrauch@motorola.com

(847) 435-5320

EX-99.2 3 dex992.htm PRESS RELEASE Press Release

Exhibit 99.2

 

Motorola Announces Next Generation Push to Talk Platform for iDEN Technology

 

SCHAUMBURG, III. – 16 December 2004 – Motorola, Inc. (NYSE: MOT) today announced that it has entered into an agreement with Nextel Communications Inc. (NASDAQ: NXTL) to implement Next Generation Dispatch (NGD), a new Internet Protocol (IP)-based Push-To-Talk (PTT) call processing engine. The NGD solution used with Motorola’s iDEN technology is designed to replace the call processing system currently used in Nextel’s nationwide network.

 

“The Next Generation Dispatch solution will significantly simplify the iDEN PTT architecture, increase the efficiency of PTT services, and expand network capacity for Nextel’s rapidly growing nationwide network,” said Adrian Nemcek, president of Motorola’s Networks business. “NGD also has the ability to extend its functional operation to enable seamless interoperability for IP-based PTT services on 3G broadband networks that utilize CDMA 1XRTT and EV-DO technology.”

 

“The Next Generation Dispatch solution will enhance Nextel’s high quality PTT services by driving greater network efficiencies and product flexibility. It will also provide the added benefit of more easily bridging multiple radio access technologies such as CDMA or OFDM,” said Nextel’s Executive Vice President and Chief Technology Officer Barry West. “We look forward to working with Motorola to implement this new and innovative technology.”

 

The NGD development contract includes development of the new IP based PTT server solution, associated hardware needed to deploy the solution in Nextel’s largest markets, plus the development of an All Frame Relay backhaul solution from cell sites to the switching core. NGD will replace legacy PTT call processors, voice duplication equipment and router equipment used in the current architectural design.

 

The NGD agreement includes the development of technology that will enable Nextel to convert its cell site transport facilities to an All Frame Relay IP based network, which is designed to increase the capacity of existing T1 span lines by reducing Nextel’s operating expense. Commercialization is scheduled to commence in the first half of 2006.

 

About Motorola

 

Motorola is a FORTUNE 100 global communications leader that provides seamless mobility products and solutions across broadband, embedded systems and wireless networks. In your home, auto, workplace, and all spaces in between, seamless mobility means you can reach the people, things and information you need, anywhere, anytime. Seamless mobility harnesses the power of technology convergence and enables smarter, faster, cost-effective and flexible communication. Motorola had sales of US$27.1 billion in 2003. For more information: www.motorola.com.


Motorola’s iDEN technology is currently deployed in 18 countries around the globe with approximately 21 million customers enjoying the benefits of a single handset that offers one-to-one PTT service; simultaneous PTT service to multiple individuals or groups; telephone interconnect service; short-messaging; and wireless internet data service.* Current models of iDEN handsets offer a full range of features including global positioning satellite (GPS) technology, DirectTalkSM off network walkie talkie, cameras, color displays, speakerphone, voice recorder, voice dialing and downloadable ring tones in competitively sized and designed handsets including ruggedized versions for industrial and outdoor use. For further information on iDEN handsets, visit www.motorola.com/iden.

 

Business Risks:

 

Statements in this press release that are not historical facts are forward-looking statements based on current expectations that involve risks and uncertainties. Such forward-looking statements include statements about: the value of the NGD agreement, the expected performance of the new IP-based PTT call processing engine and related software, and the timing of commercial introduction of new products. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: performance risks associated with the development and rollout of new technology and software; unforeseen delays in the commercialization or deployment of the technology; regulatory changes adversely impacting the use or performance of iDEN technology; competition from other service providers offering similar or enhanced services; changes in consumer demand for the services expected to be made available using existing and new iDEN technology; the impact of the proposed merger of Nextel and Sprint was announced December 15, 2004; current economic and political conditions, as well as the economic outlook for the telecommunications industry; and other factors found (i) on pages 76 through 85 of Motorola’s annual report on Form 10-K for the year ended December 31, 2003, in Motorola’s first, second and third quarter 2004 reports on Form 10-Q and in its other filings with the SEC, and (ii) in Nextel’s annual report on Form 10-K for the year ended December 31, 2003 and in Nextel’s first, second and third quarter 2004 reports on Form 10-Q and in its other SEC filings.

 

Media Contact:

Jennifer Weyrauch

Motorola

Jennifer.Weyrauch@motorola.com

+1 847- 435-5320

EX-99.3 4 dex993.htm LETTER AGREEMENT, DATED DECEMBER 14, 2004 Letter Agreement, dated December 14, 2004

Exhibit 99.3

 

Nextel Communications Inc.

2001 Edmund Halley Drive

Reston, Virginia 20191

 

December 14, 2004

 

Motorola, Inc.

1303 East Algonquin Road

Schaumburg, Illinois 60196

Attention: David Devonshire

 

Ladies and Gentlemen:

 

You understand that we propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Sprint Corp., a Kansas corporation (“Saturn”) and Nextel Communications Inc., a Delaware corporation (the “Nextel”). In connection therewith, this will confirm our agreement as follows:

 

  1. Restriction on Transfer. From and after the date hereof and until the Termination Date, Motorola, Inc. for itself and any entity controlled by Motorola, including Motorola SMR, Inc. (collectively, “Motorola”) hereby agrees that it will not enter into any transaction that constitutes a Disposition of any of its Class B Non-Voting Common Stock, par value $0.001 per share, of Nextel (the “Nextel Class B Common Stock”), or any shares of non-voting common stock of Saturn issued in exchange therefor pursuant to the Merger Agreement (the “Motorola Shares”). For this purpose, a “Disposition” shall mean (i) a direct sale of the Motorola Shares, (ii) a forward sale of the Motorola Shares or any similar transaction, (iii) any transaction that constitutes a constructive sale of the Motorola Shares under Section 1259 of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the “Code”), (iv) any transaction that constitutes a sale or exchange (or other disposition) of the Motorola Shares for U.S. federal income tax purposes, (v) any pledge of the Shares or similar transaction, (vi) any transaction that with the passage of time or upon the occurrence or non-occurrence of an event would give rise, directly or indirectly, to any transaction described in (i) through (v), and any agreement, understanding, arrangement, or substantial negotiations regarding such any such transaction, as determined for purposes of Section 355(e) of the Code and the Treasury Regulations thereunder.

 

2. Allowed Hedge. Except as provided herein, Motorola may not enter into any hedging, liquidity or similar transaction with respect to the Motorola Shares. Notwithstanding the foregoing, Motorola may enter into certain specified


hedging or monetizing transactions (each, an “Allowed Hedge”) that satisfy Paragraph 1, provided that any such Allowed Hedge must have terms that are substantially in the form of Exhibit A hereto. In addition, Nextel will reasonably consider any other proposed hedging or monetizing transactions as may be proposed by Motorola from time to time, but will have absolute discretion in determining whether or not any such proposed transaction will also be considered an Allowed Hedge based on Nextel’s good faith determination of whether or not such proposed hedging or monetizing transactions would cause a violation of Paragraph 1. Notwithstanding anything to the contrary contained herein, no transaction will be treated as an Allowed Hedge unless (i) it can be settled only in cash, and not by delivery of the Shares and (ii) Motorola’s obligations in the transaction are not secured by any express or implied pledge of the shares. In the case of each Allowed Hedge (including any proposed Allowed Hedge) Motorola shall provide Nextel with (i) documentation describing the material terms of the transaction in reasonable detail and (ii) a tax opinion in form and in substance reasonably satisfactory to Nextel from a nationally recognized law firm, stating that the Allowed Hedge (or proposed Allowed Hedge) satisfies the conditions of Paragraph 1. In the case of an Allowed Hedge that has terms that are substantially in the form of Exhibit A hereto, Motorola may enter into such transaction immediately upon providing the documentation and the opinion described in the preceding sentence. In the case of a proposed Allowed Hedge, Nextel shall notify Motorola whether or not such proposed transaction, in Nextel’s good faith determination, will be treated as an Allowed Hedge within five business days of delivery of such documentation and opinion.

 

3. Consent Fee. As consideration for Motorola’s compliance with the terms and conditions of this letter agreement, upon receipt of the necessary approvals by the stockholders of both Nextel and Saturn of the transactions contemplated by the Merger Agreement (the “Stockholder Approval”), Nextel hereby agrees to pay to Motorola, by wire transfer of immediately available funds, on the third (3rd) business day after receipt of Stockholder Approval, a fee of $50,000,000 (the “Consent Fee”), provided, that Motorola shall refund the Consent Fee to Nextel within five business days after the occurrence of the event described in clause (iv) of Paragraph 4 hereof if at such time the merger contemplated by the Merger Agreement has not been completed. Notwithstanding the foregoing, if after January 1, 2005 and prior to the receipt of the Stockholder Approval Motorola notifies Nextel of its intent to enter into an Allowed Hedge, Nextel shall pay the Consent Fee on the business day immediately preceding the date upon which Motorola intends to enter into such Allowed Hedge, provided, that Motorola shall refund such amount to Nextel within five business days after occurrence of either of the events described in clauses (iii) and (iv) of Paragraph 4 hereof if at such time the merger contemplated by the Merger Agreement has not been completed.

 

4. Termination. This letter agreement and all of the rights, obligations or duties hereunder shall terminate and have no further force or effect (such date of termination, the “Termination Date”) on the earlier to occur of (i) December 31, 2006, (ii) the second business day following the date of completion of the “ILEC Separation,” as defined in the Merger Agreement, (iii) immediately following the termination of the Merger Agreement by the parties thereto, and (iv) the second business day following the date of any event, the result of which eliminates the ability of Saturn or

 

2


the Surviving Company, as defined in the Merger Agreement, to consummate the “ILEC Separation” as defined in the Merger Agreement, on a tax-free basis (including without limitation a change of control of Saturn or the Surviving Company).

 

5. No Inconsistent Agreements. Motorola hereby covenants and agrees that, except as contemplated by this letter agreement, it shall not enter into any agreement, arrangement or understanding with any person (other than Nextel or Saturn) with respect to the Motorola Shares which would prevent Motorola from complying with his obligations under this letter agreement.

 

6. Stop Transfer. Nextel and any duly appointed transfer agent for the registration or transfer of the Motorola Shares are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement.

 

7. Further Assurances. From time to time, at either party’s reasonable request and without further consideration, the other party agrees that it shall use its reasonable best efforts to execute and deliver such additional documents and take all such further lawful action as the first party may reasonably request in connection with the performance of the latter party’s obligations under this letter agreement.

 

8. Miscellaneous.

 

(a) Entire Agreement. This letter agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

 

(b) Assignment. This letter agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party (whether by operation of law or otherwise) without the prior written consent of the other party; provided that, Nextel may assign its rights and obligations to the “Surviving Company,” as defined in the Merger Agreement, and to any other person into which Nextel may be merged, whether formally or by operation of law, or that is the transferee of all or substantially all of the assets of Nextel. Nothing in this letter agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this letter agreement.

 

(c) Amendments; Waiver. This letter agreement may not be amended, changed, supplemented or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each of the parties hereto. The parties may waive compliance by the other parties hereto with any representation, agreement or condition

 

3


otherwise required to be complied with by such other party hereunder, but any such waiver shall be effective only if in writing executed by the waiving party.

 

(d) Severability. Any provision of this letter agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of this letter agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

 

(e) Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this letter agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this letter agreement; provided, however, that the foregoing provisions of this Paragraph 8(e) shall not apply to any claim by Motorola for enforcement of its rights under Paragraph 2 with respect to any proposed Allowed Hedge that is not described in Exhibit A hereto.

 

(f) Remedies. All rights, powers and remedies provided under this letter agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. The failure of any party hereto to exercise any right, power or remedy provided under this letter agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with his or its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of his or its right to exercise any such or other right, power or remedy or to demand such compliance.

 

(g) Governing Law. This letter agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof.

 

(h) Counterparts. This letter agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

 

4


(i) Class B Shares. Nextel hereby confirms that the Merger Agreement provides for the exchange of the shares of Class B Non-Voting Common Stock, par value $0.001 per share, of Nextel (the “Class B Non-Voting Common Stock”) now held by Motorola for shares of Non-Voting Common Stock of the ultimate parent company resulting from the transactions contemplated by the Merger Agreement that have substantially identical rights to the rights of the Class B Non-Voting Common Stock as set forth in the Amended Certificate of Incorporation of Nextel.

 

(j) Reference to Nextel. Reference to Nextel prior to completion of the merger contemplated by the Merger Agreement means Nextel and reference to Nextel subsequent to completion of the merger contemplated by the Merger Agreement means the combined Saturn-Nextel company.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

5


If the foregoing is consistent with your understanding and is acceptable to you, please execute one copy of this letter agreement and return it to us whereupon this letter agreement shall become a binding agreement among us.

 

        Sincerely,
        NEXTEL COMMUNICATIONS INC.
        By:  

/s/ Paul N. Saleh


        Name:   Paul N. Saleh
        Title:   Executive Vice President and Chief Financial Officer
Agreed, acknowledged and accepted as of the 14th day of December, 2004.        
MOTOROLA, INC.        
By:  

/s/ David W. Devonshire


       
Name:   David W. Devonshire        
Title:   Executive Vice President and        
    Chief Financial Officer        
MOTOROLA SMR, INC.        
By:  

/s/ David W. Devonshire


       
Name:   David W. Devonshire        
Title:   President        
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