Common use of Certain Other Indebtedness Clause in Contracts

Certain Other Indebtedness. (a) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially impair the value of the interest or rights of any Loan Party thereunder or would materially impair the rights or interests of the Agent or any Lender, other than any termination thereof in connection with the payment in full of all obligations thereunder in accordance with the terms of this Agreement (including, without limitation, Section 6.09(b) hereof). (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except: (i) the refinancing thereof with net cash proceeds of (A) in the case of Permitted Subordinated Indebtedness, any issuance of Qualified Capital Stock or other Permitted Subordinated Indebtedness, and (B) in the case of the Senior Notes or any other Permitted Senior Indebtedness, any issuance of Qualified Capital Stock, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (ii) the conversion of any Permitted Subordinated Indebtedness, any Senior Notes or any other Permitted Senior Indebtedness to Qualified Capital Stock; (iii) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) no Revolving Loans are outstanding at such time, Restricted Prepayments in an amount, in the case of each such Restricted Prepayment, up to the portion, if any, of the Available Retained Basket Amount on the date of such Restricted Prepayment that the Borrower elects to apply to this Section 6.09(b)(iii), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such application, increase the Available Retained Basket Usage Amount); (iv) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower has at such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility, (C) after giving effect thereto, the Leverage Ratio is below 2.75:1 and (D) the sum of (1) the aggregate amount of such Restricted Prepayments pursuant to this clause (iv) plus (2) the aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(vii) does not exceed $100,000,000 in the aggregate; provided that (x) any Restricted Prepayments made pursuant to this clause (iv) shall be applied to increase dollar-for dollar the Available Retained Basket Usage Amount and (y) such application shall be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such application and the amount thereof to be so applied; and (v) in addition to Restricted Prepayments permitted by paragraphs (i) through (iii) above, additional Restricted Prepayments in an aggregate amount not to exceed $100,000,000 during the term of this Agreement; provided that at the time of any such prepayment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Borrower has at such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility.

Certain Other Indebtedness. (a) Permit The Borrower will not, nor will it permit any waiverof its Subsidiaries to, supplementpurchase, modificationredeem, amendmentretire or otherwise acquire for value, termination or release set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any indentureother amount owing in respect of, instrument any Subordinated Indebtedness or agreement pursuant to which any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness is outstanding if except for: (a) regularly scheduled payments of principal and interest in respect thereof required pursuant to the effect of instruments evidencing such waiver, supplement, modification, amendment, termination or release would materially impair the value of the interest or rights of any Loan Party thereunder or would materially impair the rights or interests of the Agent or any Lender, other than any termination thereof in connection with the payment in full of all obligations thereunder in accordance with the terms of this Agreement (including, without limitation, Section 6.09(b) hereof). Indebtedness; (b) Prepay, redeem, the purchase, defease redemption, retirement or otherwise satisfy prior to the scheduled maturity thereof in other acquisition or defeasance of any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Subordinated Indebtedness or Senior Notes, as the case may be (together with any premium and accrued interest payable therein) solely with the proceeds of other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectivelySenior Notes, “Restricted Prepayments”as the case may be, permitted under Section 7.01(c) or 7.01(l), except: (i) the refinancing thereof with net cash proceeds of (A) in the case of Permitted Subordinated Indebtednessrespectively, any issuance of Qualified Capital Stock or other Permitted Subordinated Indebtedness, and (B) in the case of the Senior Notes or any other Permitted Senior Indebtedness, any issuance of Qualified Capital Stock, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (ii) the conversion of any Permitted Subordinated Indebtedness, any Senior Notes or any other Permitted Senior Indebtedness to Qualified Capital Stock; (iii) so long as (A) provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom at the time of such redemption; and (Bc) the purchase, redemption, retirement or other acquisition or defeasance of Subordinated Indebtedness or Senior Notes after the Effective Date, provided that (i) no Revolving Loans are outstanding at such time, Restricted Prepayments in an amount, in the case of each such Restricted Prepayment, up to the portion, if any, of the Available Retained Basket Amount on the date of such Restricted Prepayment that the Borrower elects to apply to this Section 6.09(b)(iii), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such application, increase the Available Retained Basket Usage Amount); (iv) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower has at such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility, (C) after giving effect thereto, the Leverage Ratio is below 2.75:1 and (D) the sum of (1) the aggregate amount of such Restricted Prepayments pursuant to this clause (iv) plus (2) the aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(vii) does not exceed $100,000,000 in the aggregate; provided that (x) any Restricted Prepayments made pursuant to this clause (iv) shall be applied to increase dollar-for dollar the Available Retained Basket Usage Amount and (y) such application shall be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such application and the amount thereof to be so applied; and (v) in addition to Restricted Prepayments permitted by paragraphs (i) through (iii) above, additional Restricted Prepayments in an aggregate amount not to exceed $100,000,000 during the term of this Agreement; provided that at the time of any such prepaymentpurchase, (A) no Default redemption, retirement or Event of Default shall have occurred and be continuing other acquisition or defeasance or would result therefrom and (Bii) the Borrower has at aggregate principal amount of all such time a minimum Indebtedness so purchased, redeemed, retired, acquired or defeased under this clause (c), together with the aggregate amount of Investments made as permitted under Section 7.07(l), does not exceed the sum of $300,000,000 plus the Net Available Proceeds of cash, Permitted Investments and/or availability under the Revolving Credit Facilityany Equity Issuance.

Certain Other Indebtedness. (a) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially impair the value of the interest or rights of any Loan Party thereunder or would materially impair the rights or interests of the Agent or any Lender, other than any termination thereof in connection with the payment in full of all obligations thereunder in accordance with the terms of this Agreement (including, without limitation, Section 6.09(b) hereof) (it being understood and agreed, that if such Permitted Subordinated Indebtedness, when originally incurred or at the time of such waiver, supplement, modification, amendment, termination or release, would be permitted to be incurred having terms and conditions that give effect to such waiver, supplement, modification, amendment, termination or release, then such waiver, supplement, modification, amendment, termination or release shall not be deemed to materially impair the value of the interest or rights of any Loan Party thereunder or to materially impair the rights or interests of the Agent or any Lender). (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except: (i) the refinancing thereof with net cash proceeds of (A) in the case of Permitted Subordinated Indebtedness, any issuance of Qualified Capital Stock or other Permitted Subordinated Indebtedness, and (B) in the case of the Senior Notes or any other Permitted Senior Indebtedness, any issuance of Qualified Capital Stock, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (ii) the conversion of any Permitted Subordinated Indebtedness, any Senior Notes or any other Permitted Senior Indebtedness to Qualified Capital Stock; (iii) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) no Revolving Loans are outstanding at the Borrower and its Restricted Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such timeRestricted Prepayment, with the financial covenant set forth in Section 6.11, Restricted Prepayments in an amount, in the case of each such Restricted Prepayment, up amount not to the portion, if any, of exceed the Available Retained Basket Amount on the date of such Restricted Prepayment that the Borrower elects to apply to this Section 6.09(b)(iii), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such application, increase dollar-for-dollar the Available Retained Basket Usage Amount); (iv) additional Restricted Prepayments so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) at the Borrower has at time any such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility, (C) after giving effect theretoRestricted Prepayment is made, the Net Leverage Ratio is below 2.75:1 and not in excess of 2.50:1 (D) calculated on a pro forma basis as of the sum last day of (1) the aggregate amount fiscal quarter ending immediately preceding the date of the making of such Restricted Prepayments pursuant Prepayment for which the relevant financial information has been delivered to this clause (iv) plus (2) the aggregate amount of Restricted Payments made Lenders pursuant to Section 6.06(a)(vii5.01(a) does not exceed $100,000,000 in or (b), as applicable, giving effect to such Restricted Prepayment as if it had been made on the aggregate; provided that (x) any Restricted Prepayments made pursuant to this clause (iv) shall be applied to increase dollar-for dollar the Available Retained Basket Usage Amount and (y) such application shall be specified in a written notice of a Financial Officer first day of the Borrower calculating in reasonable detail four consecutive fiscal quarter period ending on the amount last day of the Available Retained Basket Amount immediately prior such fiscal quarter, and giving effect to such application and the amount thereof to be so appliedall other appropriate pro forma adjustments); and (v) in addition to Restricted Prepayments permitted by paragraphs (i) through (iiiiv) above, additional Restricted Prepayments in an aggregate amount not to exceed $100,000,000 during the term of this Agreement; provided that at the time of any such prepayment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Borrower has at such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facilitytherefrom.

Certain Other Indebtedness. (a) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially impair the value of the interest or rights of any Loan Party thereunder or would materially impair the rights or interests of the Agent or any Lender, other than any termination thereof in connection with the payment in full of all obligations thereunder in accordance with the terms of this Agreement (including, without limitation, Section 6.09(b) hereof). (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”), except: (i) the refinancing thereof with net cash proceeds of (A) in the case of Permitted Subordinated Indebtedness, any issuance of Qualified Capital Stock or other Permitted Subordinated Indebtedness, and (B) in the case of the Senior Notes or any other Permitted Senior Indebtedness, any issuance of Qualified Capital Stock, Permitted Subordinated Indebtedness or other Permitted Senior Indebtedness; (ii) the conversion of any Permitted Subordinated Indebtedness, any Senior Notes or any other Permitted Senior Indebtedness to Qualified Capital Stock; (iii) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) no Revolving Loans are outstanding at such time, Restricted Prepayments in an amount, in the case of each such Restricted Prepayment, up amount not to the portion, if any, of exceed the Available Retained Basket Amount on the date of such Restricted Prepayment that the Borrower elects to apply to this Section 6.09(b)(iii), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such application, increase dollar-for-dollar the Available Retained Basket Usage Amount); (iv) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower has at such time a minimum of $300,000,000 100,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility, (C) after giving effect thereto, the Leverage Ratio is below 2.75:1 and (D) the sum of (1) the aggregate amount of such Restricted Prepayments pursuant to this clause (iv) plus (2) the aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(vii) does not exceed $100,000,000 50,000,000 in the aggregate; provided that (x) any Restricted Prepayments made pursuant to this clause (iv) shall be applied to increase dollar-for for-dollar the Available Retained Basket Usage Amount and (y) such application shall be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such application and the amount thereof to be so appliedAmount; and (v) in addition to Restricted Prepayments permitted by paragraphs (i) through (iiiiv) above, additional Restricted Prepayments in an aggregate amount not to exceed $100,000,000 during the term of this Agreement; provided that at the time of any such prepayment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Borrower has at such time a minimum of $300,000,000 100,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility.

Certain Other Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, (a) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Senior Notes, any other Permitted Senior Junior Indebtedness or any Permitted Subordinated Indebtedness is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially impair the value of the interest or rights of any Loan Party thereunder or would materially impair the rights or interests of the Agent or any Lender, other than any termination thereof in connection with the payment in full of all obligations thereunder in accordance with the terms of this Agreement (including, without limitation, Section 6.09(b) hereof). and (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) any Senior Notes, any other Permitted Senior Indebtedness or any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness (collectively, “Restricted Prepayments”)Intercompany Indebtedness, except: (i) the refinancing thereof with net cash proceeds refinancings, renewals and replacements of (A) in the case of Permitted Subordinated any such Indebtedness, provided that any issuance such renewal or replacement does not result in such Indebtedness having a final maturity earlier than or a weighted average life shorter than the Revolving Credit Termination Date or decrease the amount of Qualified Capital Stock or other Permitted Subordinated Indebtedness, and (B) in the case of the Senior Notes or any other Permitted Senior Indebtedness, any issuance of Qualified Capital Stock, Permitted Subordinated Indebtedness or other Permitted Senior such Indebtedness; (ii) regularly scheduled payments of principal (including mandatory repayments) and interest in respect thereof required pursuant to the conversion terms of any Permitted Subordinated the instruments evidencing such Indebtedness, any Senior Notes or any other Permitted Senior Indebtedness to Qualified Capital Stock; (iii) so long as (A) no Default or Event repayments of Default shall have occurred and be continuing or would result therefrom and (B) no Revolving Loans are outstanding at any such time, Restricted Prepayments in an amount, in Indebtedness from the case of each such Restricted Prepayment, up to the portion, if any, proceeds of the Available Retained Basket Amount on the date issuance of such Restricted Prepayment that the Borrower elects to apply to this Section 6.09(b)(iii), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election Equity Interests by Sprint Nextel or any Non-Guarantor Subsidiary (and the amount thereof elected to be so applied (which amount shall, upon such application, increase the Available Retained Basket Usage Amountearnings thereon); (iv) so long as (A) no Default or Event repayments of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower has at such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility, (C) after giving effect thereto, the Leverage Ratio is below 2.75:1 and (D) the sum of (1) the aggregate amount of such Restricted Prepayments pursuant to this clause (iv) plus (2) the aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(vii) does not exceed $100,000,000 in the aggregate; provided that Intercompany Indebtedness (x) owing to any Restricted Prepayments made pursuant to this clause (iv) shall be applied to increase dollar-for dollar the Available Retained Basket Usage Amount and Obligor, (y) by any Obligor to any of Sprint Nextel’s Subsidiaries to the extent that such Intercompany Indebtedness results from the receipt and application shall be specified of cash proceeds from Accounts pursuant to the Borrowers’ and their respective Subsidiaries’ ordinary cash management practices and is consistent in a written notice all material respects with past practice and (z) of a Financial Officer any Foreign Subsidiary owing to any other Foreign Subsidiary; (v) payments of the Borrower calculating in reasonable detail the amount revolving Indebtedness and other lines of the Available Retained Basket Amount immediately prior to such application and the amount thereof credit permitted to be so appliedincurred under Section 6.01; and (vvi) in addition to Restricted Prepayments deposits that are Liens permitted by paragraphs (i) through (iii) above, additional Restricted Prepayments in an aggregate amount not to exceed $100,000,000 during the term of this Agreement; provided that at the time of any such prepayment, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Borrower has at such time a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit FacilitySection 6.02.