AMENDMENT NO. 1
Exhibit 10.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of December 16, 2005 among SPRINT NEXTEL CORPORATION (formerly known as Sprint Corporation) (the “Company”), SPRINT CAPITAL CORPORATION (“Sprint Capital” and together with the Company, the “Borrowers”) and the Lenders executing this Amendment No. 1 on the signature pages hereto.
The Borrowers, the lenders party thereto (including the Lenders executing this Amendment No. 1 on the signature pages hereto), and Citibank, N.A., as Administrative Agent, are parties to a 364-Day Credit Agreement dated as of June 21, 2005 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said lenders to the Borrowers in an aggregate principal or face amount not exceeding $1,000,000,000.
The Borrowers and the Lenders party hereto wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the execution hereof by the Borrowers and Lenders party to the Credit Agreement constituting the Required Lenders, but effective as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definition in the appropriate alphabetical location (to the extent not already included in said Section 1.01):
“Sprint Nextel Credit Agreement” means the Credit Agreement to be dated on or about December 19, 2005 among the Company, Nextel Communications, Inc., Sprint Capital, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as modified and supplemented and in effect from time to time.
Amendment No. 1
2.03. Subsidiary Debt. Section 5.02(e)(vi) of the Credit Agreement is hereby amended in its entirety to read as follows:
“(vi) other Debt in an aggregate amount not to exceed $200,000,000 at any one time outstanding (and, in the case of Nextel Communications, Inc., Debt under the Sprint Nextel Credit Agreement),”
Section 3. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.
Amendment No. 1
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to be duly executed and delivered as of the day and year first above written.
| SPRINT NEXTEL CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Vice President & Treasurer | |
| SPRINT CAPITAL CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Vice President & Treasurer | |
Amendment No. 1
- 3 -
| LENDERS | ||
| Bank of America, N.A. | ||
| By | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
| Citibank, N.A. | ||
| By | /s/ Xxxxxx Boom | |
| Name: | Xxxxxx Boom | |
| Title: | Director | |
| Deutsche Bank AG New York Branch | ||
| By | /s/ Xxxxx Xxxxxxxxx | |
| Xxxxx Xxxxxxxxx | ||
| Director | ||
| By | /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx | ||
| Director | ||
| Fifth Third Bank | ||
| By | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Fifth Third Bank | |
| JPMORGAN CHASE BANK, N.A. | ||
| By | /s/ Xxxxxx Xxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx Xxxxx | |
| Title: | Vice President | |
Amendment No. 1
- 4 -
| KeyBank National Association | ||
| By | /s/ Xxxxxx XxXxxxx | |
| Name: | Xxxxxx XxXxxxx | |
| Title: | Assistant Vice President | |
| XXXXXX BROTHERS BANK, FSB | ||
| By | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Authorized Signatory | |
| XXXXXXX XXXXX BANK USA | ||
| By | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Director | |
| The Northern Trust Company | ||
| By | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Vice President | |
| UMB Bank, n.a. | ||
| By | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
| Wachovia Bank, N.A. | ||
| By | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President | |
Amendment Xx. 0
- 0 -
| Xxxxx Xxxxx Bank, N.A. | ||
| By | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxxx | |
| Title: | Vice President | |
| By | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Vice President | |
| XXXXXXX STREET | ||
| COMMITMENT CORPORATION | ||
| (Recourse only to assets of Xxxxxxx Street | ||
| Commitment Corporation) | ||
| By | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Assistant Vice President | |
Amendment No. 1
- 6 -
