FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 15, 1997 (this
"Amendment"), to the Credit Agreement, dated as of October 2, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Sprint Spectrum L.P., a limited partnership organized under the laws of
the State of Delaware (the "Borrower"), the several banks and other financial
institutions and entities from time to time parties thereto (the "Lenders") and
the Chase Manhattan Bank, as Administrative Agent for the Lenders.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans to the Borrower; and
WHEREAS, the Borrower has requested that certain provisions of
the Credit Agreement be modified in the manner provided for in this Amendment,
and the Lenders are willing to agree to such modifications as provided for in
this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
2. Amendments to Credit Agreement. (a) The definition of
"Tranche B Commitment Period" contained in subsection 1.1 of the Credit
Agreement is hereby amended by (i)deleting the amount "$1,600,000,000" contained
in clause (a)(iii) (A) thereof and substituting in lieu thereof the amount
"$1,300,000,000" and (ii) deleting the number "80,000,000" contained in clause
(a) (iv) thereof and substituting in lieu thereof the number "60,000,000".
(b) Subsection 6.1 (f) of the Credit Agreement is hereby
amended by deleting the number "80,000,000" contained in the table contained
therein and substituting in lieu thereof the number "60,000,000".
(c) Subsection 6.l (g) of the Credit Agreement is hereby
amended by deleting the numbers "450,000" and "850,000" contained in the table
contained therein and substituting in lieu thereof the numbers "210,000" and
"490,000", respectively.
3. No Other Amendments: Confirmation Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
4. Effectiveness. This Amendment shall become effective upon
(a) receipt by the Administrative Agent of counterparts hereof, duly executed
and delivered by the Borrower and the Requisite Lenders and (b) the
effectiveness of amendments which cause modifications to subsections 6.1(f) and
(g) of each Initial Vendor Credit Facility (as defined in the Trust Agreement)
that are identical to the modifications to subsections 6.1(f) and (g) of the
Credit Agreement set forth in subsections 2(b) and (c) above.
5. Governing Law: Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Vendor. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amend-
ment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
SPRINT SPECTRUM L.P.
By: SPRINT SPECTRUM HOLDING COMPANY, L.P.,
its general partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Lender,
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
BAYERISCHE HYPOTHEKEN - UND
WECHSEL-BANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxx Xxxxxx du Bocage
Name: Arnuad Collin du Bocage
Title: Executive Vice President
and General Manager
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxx Xxxxx-Xxxx
Name: Xxxx Xxxxx-Xxxx
Title: Vice President
THE BANK OF NEW YORK COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signer
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President
Credit Department
BANQUE PARIBAS NEW YORK
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Aizenberg
Title: Vice President
XXXXX XXXX BANK CO., LTD, NEW YORK
AGENCY
By: /s/ Xxxxx-Si Xxxx
Name: Xxxxx-Si Xxxx
Title: Senior Vice President
and General Manager
FLEET NATIONAL BANK
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President
THE SUMITOMO BANK,
LIMITED, CHICAGO BRANCH
By: /s/ Xxx-Xxxxxx Xxxxxxxxx
Name: Xxx-Xxxxxx Xxxxxxxxx
Title: Joint General Manager
THE SAKURA BANK, LIMITED
By: /s/ Tamihiro Kawauchi
Name: Tamihiro Kawauchi
Title: Senior Vice President &
Group Head Real Estate
Project Finance Group
THE SANWA BANK, LIMITED
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
PAMCO CAYMAN, LTD.
By: PROTECTIVE ASSET MANAGEMENT
COMPANY AS COLLATERAL MANAGER
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CFA, CPA President
Protective Asset
Management Company
KZH HOLDING CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Agent
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
and Director
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
CRESTAR BANK
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
SKANDINAVISKA ENSKILDA BANKEN
CORPORATION
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxxx X. Xxxxxxxxxx, Xx.
Title: Vice President
EXPORT DEVELOPMENT CORPORATION
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director,
Financial Services
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: International Contracts
Specialist
THE FUJI BANK, LIMITED
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
BANCA COMMERCIALE ITALIANA,
CHICAGO BRANCH
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
and Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxx Xxxxxxxxx Xxxxxxxx
Name: Xxxx Xxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Associate Director
CARILLON HOLDING, LIMITED
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Portfolio Manager
XXXXXX COMMERCIAL PAPER, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX CREDIT PARTNERS
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
NATEXIS BANQUE BFCE
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Associate
By: /s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A) UNIT OF THE CHASE
MANAHATTAN BANK)
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P., an
Investment Advisor
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Authorized Signatory
BANK OF AMERICA NT&SA
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Attorney-in-Fact
BANK OF MONTREAL
By: /s/ Xxxxx Konigsmann
Name: Xxxxx Konigsmann
Title: Director
DLJ CAPITAL FUNDING, INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director and
Group Head
BEAR XXXXXXX INVESTMENT
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Senior Managing Director
ROYAL BANK OF CANADA
By: /s/ M. A. Xxxxxxxxx
Name: M. A. Xxxxxxxxx
Title: Senior Manager
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Authorized Agent
SPRINT CORPORATION
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Senior Vice President
and Treasurer
WAREHOUSE CONSECO
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Second Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx D. Rainie
Title: Director
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
