SECOND AMENDMENT
SECOND 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"), Lucent Technologies Inc. (the "Vendor"),
the several banks and other financial institutions and entities from time to
time parties thereto (together with the Vendor, the "Lenders") and the Chase
Manhattan Bank, as 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 Amend-
ment, 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) Subsection 6.l(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".
(b) 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. Agreement of Lenders. The Lenders hereby agree that the
modification to subsections 6.l(f) and (g) set forth in this Amendment shall be
permitted to be made to the Other Vendor Credit Facility.
4. 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.
5. 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, (b) the Requisite
aggregate Lenders agreeing to the modifications to subsections 6.l(f) and (g)
set forth in this Amendment and (c) the effectiveness of amendments causing
identical modifications to subsections 6.1(f) and (g) of the Ocher Vendor Credit
Policy and the Bank Credit Facility.
6. 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
Amendment 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
LUCENT TECHNOLOGIES INC.,
as a Lender
by /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
by /s/Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice Presdient
ALLSTATE INSURANCE COMPANY
by /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
by /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
by /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
by /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
BANK OF AMERICA ILLINOIS
by /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Attorney- in-Fact
BANK OF MONTREAL
/s/Xxxxx Kongsmann
Name: Xxxxx Konigsmann
Title: Director
BARCLAYS BANK PLC
by /s/ Xxx Xxx
Name: Xxx Xxx
Title: Director
THE CIT GROUP/EQUIPMENT FINANCING, INC.
by /s/ X.X. Xxxxxx
Name: X.X. Xxxxxx
Title: Senior Credit Operation Manager
CRESTAR BANK
by /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
DLJ CAPITAL FUNDING, INC.
by /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director and Group Head
THE FIRST NATIONAL BANK OF CHICAGO
by /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Authorized Agent
FIRST UNION NATIONAL BANK
by /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
by /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President
XXXXXXX SACHS CREDIT PARTNERS
by /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
THE ING SENIOR SECURED HIGH INCOME FUND, L.P.
by ING CAPITAL ADVISORS, INC., as Investment Advisor
by /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President and Portfolio Manager
ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC
by ING CAPITAL ADVISORS, INC., as Investment Advisor
by /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President and Portfolio Manager
ARCHIMEDES FUNDING, L.L.C.
by ING CAPITAL ADVISORS, INC., as Investment Advisor
by /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President and Portfolio Manager
INDOSUEZ CAPITAL FUNDING III, LIMITED
by INDOSUEZ CAPITAL, as Portfolio Advisor
by /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
KZH SOLEIL CORPORATION III
by /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Agent
KZH-ING 1 CORPORATION
by /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Agent
XXXXXX COMMERCIAL PAPER INC.
by /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
THE LONG TERM CREDIT BANK OF JAPAN
by /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
THE MITSUBISHI TRUST & BANKING CORPORATION
by /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
DEBT STRATEGIES FUND, INC.
by /s/ Xxxx Xxxxxxxxx Xxxxxxxx
Name: Xxxx Xxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
by XXXXXXX XXXXX ASSET MANAGEMENT, L.P.,
as Investment Advisor
by /s/ Xxxx Xxxxxxxxx Xxxxxxxx
Name: Xxxx Xxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
by /s/ Xxxx Xxxxxxxxx Xxxxxxxx
Name: Xxxx Xxxxxxxxx Xxxxxxxx
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
NATIONSBANK, N.A.
by /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
OCTAGON CREDIT INVESTORS LOAN PORTFOLIO
(a unit of The Chase Manhattan Bank)
by /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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
ROYAL BANK OF CANADA
by /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Manager
ROYALTON COMPANY
by PACIFIC INVESTMENT MANAGMENT COMPANY,
as its Investment Advisor
by /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Vice President
THE SANWA BANK LIMITED
by /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO
by /s/ Xxxx Xxxxxxxxx Xxxxxxxx
Name: Xxxx Xxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
SKANDINAVISKA ENSKILDA BANKEN CORPORATION
by /s/ Xxxxxx X. Xxxxxxxxxx. Jr.
Name: Xxxxxx X. Xxxxxxxxxx, Xx.
Title: Vice President
by /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH
by /s/ Xxx-Xxxxxx Xxxxxxxxx
Name: Xxx-Xxxxxx Xxxxxxxxx
Title: Joint General Manager
UNION BANK OF SWITZERLAND, NEW YORK BRANCH
by /s/ Xxxxxx X. Xxxxx III
Name: Xxxxxx X. Xxxxx III
Title: Managing Director
by /s/ Xxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Assistant Treasurer
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
by /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx x. Xxxxxxx
Title: Senior Vice President and Director
SPRINT CORPORATION
by /s/ M. Xxxxxxxx Standjord
Name: M. Xxxxxxxx Standjord
Title: Senior Vice President and Treasurer
