Contract
Exhibit 10.3
Execution Copy
WAIVER, dated as of September 9, 2013 (this “Waiver”), under the Credit Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) (the “Borrower”), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Required Lenders waive certain provisions of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise defined in this Waiver, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein.
2. Waiver. The Required Lenders hereby waive the Borrower’s compliance with the Total Indebtedness Ratio required under Section 6.05(a) of the Credit Agreement as at the last day of the fiscal quarter ending September 30, 2013 and any Default or Event of Default arising from the failure to so comply with such Total Indebtedness Ratio as at such date, solely to the extent such failure to comply results from the incurrence of Indebtedness in an aggregate principal amount of not more than $4,500,000,000. The Borrower shall maintain on deposit with a Lender or Lenders in a segregated reserve account at least $3,500,000,000 until the earlier of (i) the use of such amount to prepay, redeem, repurchase or otherwise retire Existing WiMax Indebtedness (plus related interest, fees and premium) and (ii) December 31, 2013. The foregoing waiver shall expire and be of no further force or effect on December 31, 2013.
3. Effectiveness of Waiver. This Waiver shall become effective as of the date the Administrative Agent shall have received counterparts of this Waiver duly executed by the Borrower and the Required Lenders.
4. Continuing Effect; No Other Waivers. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The waiver provided for herein is limited to the specific subsection of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Credit Agreement or the same Section for any other date or time period.
5. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Waiver, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
6. Counterparts. This Waiver may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Waiver by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
7. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
| SPRINT COMMUNICATIONS, INC., as Borrower | ||
| By: | /s/ Xxxx X. Block | |
| Name: Xxxx X. Block Title: Vice President and Treasurer | ||
| JPMorgan Chase Bank, N.A., as Administrative Agent and as Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx Title: Executive Director | ||
| CITIBANK, N.A., as Lender | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxx Xxxxxxxx Title: Vice President & Managing Director | ||
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Xxxxxxxxxxx X. Xxx | |
| Name: Xxxxxxxxxxx X. Xxx Title: Director | ||
| BARCLAYS BANK PLC, as Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx Title: Assistant Vice President | ||
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx Title: Managing Director | ||
| By: | /s/ Xxx Xxxxx | |
| Name: Xxx Xxxxx Title: Managing Director | ||
| DEUTSCHE BANK AG NEW YORK BRANCH, as Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx Title: Director | ||
| By: | /s/ Xxxx X. Xxx | |
| Name: Xxxx X. Xxx Title: Vice President | ||
| XXXXXXX XXXXX BANK USA, as Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory | ||
| ROYAL BANK OF CANADA, as Lender | ||
| By: | /s/ D. W. Xxxxx Xxxxxxx | |
| Name: D. W. Xxxxx Xxxxxxx Title: Authorized Signatory | ||
| CREDIT SUISSE AG, Cayman Islands Branch as Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxx Title: Authorized Signatory | ||
| By: | /s/ Xxxx-Xxxx Vauclair | |
| Name: Xxxx-Xxxx Vauclair Title: Authorized Signatory | ||
| THE BANK OF NOVA SCOTIA, as Lender | ||
| By: | /s/ Xxxxxxxxx Xxxxxx | |
| Name: Xxxxxxxxx Xxxxxx Title: Director | ||
| XXXXX FARGO BANK, N.A., as Lender | ||
| By: | /s/ Xxxxxxxxxx Burtzleff | |
| Name: Xxxxxxxxxx Burtzleff Title: Managing Director | ||
