EXHIBIT 10.7
AMENDED AND RESTATED
CAPITAL CONTRIBUTION AGREEMENT
AMENDED AND RESTATED CAPITAL CONTRIBUTION AGREEMENT, dated as
of October 2, 1996, among SPRINT CORPORATION, a Kansas corporation ("Sprint"),
TELE-COMMUNICATIONS, INC., a Delaware corporation ("TCI"), COMCAST CORPORATION,
a Pennsylvania corporation ("Comcast"), COX COMMUNICATIONS, INC., a Delaware
corporation ("Cox", and collectively with Sprint, TCI and Comcast, the
"Parents"), and SPRINT SPECTRUM L.P., a Delaware limited partnership (the
"Borrower").
W I T N E S S E T H:
WHEREAS, the Parents and the Borrower have entered into a
Capital Contribution Agreement, dated as of July 15, 1996 (as heretofore
amended, the "Existing Agreement");
WHEREAS, the Parents and the Borrower desire to amend and restate the
Existing Agreement;
WHEREAS, the Parents, through subsidiaries, indirectly are the
sole limited and general partners of Holding (as defined below);
WHEREAS, Holding is the sole general partner of the Borrower;
WHEREAS, the Borrower intends to obtain loans and other extensions of
credit from various sources;
WHEREAS, the Parents will derive substantial direct and
indirect benefit from the making of loans and other extensions of credit to the
Borrower; and
WHEREAS, to induce others to make loans and other extensions
of credit to the Borrower, the Parents and the Borrower are executing and
delivering this Capital Contribution Agreement;
NOW, THEREFORE, the parties hereto hereby agree that the
Existing Agreement be amended and restated in its entirety as follows:
1. Defined Terms. (a) As used in this Capital Contribution Agreement, the
following terms shall have the following meanings:
"Aggregate Short-Term Debt Service Requirements": as of any date, the
aggregate amount that becomes due (whether as a scheduled payment, upon
acceleration or otherwise) during the period beginning on (and including) such
date and ending on (and excluding) the date three months later, in respect of
principal, interest, fees and other amounts under indebtedness of Borrower and
the Restricted Subsidiaries.
"APC": American PCS, L.P., a Delaware limited partnership.
"Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks in New York City or Kansas City, Missouri are authorized or
required by law to close.
"Capital Contribution Agreement": this Amended and Restated Capital
Contribution Agreement, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.
"Cash Equivalents": (a) securities with maturities of one year or less from
the date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition and overnight bank deposits of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of any
commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than 30 days with respect to securities issued or
fully guaranteed or insured by the United States Government, (d) commercial
paper of a domestic issuer rated at least A-1 by S&P or P-1 by Moody's, (e)
securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least A by S&P or A by
Moody's, (f) securities with maturities of one year or less from the date of
acquisition backed by standby letters of credit issued by any commercial bank
satisfying the requirements of clause (b) of this definition or (g) shares of
open end money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.
"Cash Expenditures": all cash expenditures of the Borrower and the
Restricted Subsidiaries on a consolidated basis, including, without limitation
and without duplication, the capital expenditures, working capital requirements
and Aggregate Short-Term Debt Service Requirements.
"Contractual Obligations": as to any Person, any provision of any security
issued by such Person or of any agreement, indenture, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.
"Contribution Amount": (a) with respect to any Contribution Certificate,
the amount, if any, specified in such Contribution Certificate as the amount by
which the expected Cash Expenditures of the Borrower and its Restricted
Subsidiaries during the period of three months following the date of such
Contribution Certificate exceeds the cash, Cash Equivalents and borrowing
availability of the Borrower under any credit facility (so long as no default or
event of default shall have occurred and be continuing under such facility and
the Borrower shall be capable of satisfying all conditions to borrowing under
such facility) on the date of such Contribution Certificate plus their expected
cash receipts from sources other than borrowings during such period, (b) with
respect to any Triggering Event resulting from default in the payment of any
amount due under any Secured Instrument, the amount due and unpaid and (c) with
respect to any Triggering Event resulting from the acceleration of any Secured
Obligations, the entire aggregate amount of the Parents' contingent obligations
under Section 2 immediately prior to the occurrence of such Triggering Event.
"Contribution Certificate": a certificate of the Chief Executive Officer,
President, Chief Financial Officer or Treasurer of the Borrower or, under the
circumstances set forth in Section 14(b), a certificate of the Corporate
Trustee, substantially in the form of Exhibit A to this Capital Contribution
Agreement, delivered to each Parent (with a copy to the Corporate Trustee)
pursuant to Section 3, which specifies in reasonable detail (a) the cash, Cash
Equivalents and borrowing availability of the Borrower under any credit facility
(so long as no default or event of default shall have occurred and be continuing
under such facility and the Borrower shall be capable of satisfying all
conditions to borrowing under such facility) on the date of such certificate
plus their expected cash receipts from sources other than borrowings during the
period of three months following the date of such certificate and (b) the
expected Cash Expenditures of the Borrower and its Restricted Subsidiaries for
such period.
"Corporate Trustee": as defined in the Trust Agreement.
"EquipmentCo": Sprint Spectrum Equipment Company, L.P., a Delaware limited
partnership.
"Excluded Equity Proceeds": cash equity contributions made to the Borrower
that are the proceeds of Specified Affiliate Debt or that are used by the
Borrower, directly or indirectly, to fund (a) the acquisition of any entity
which does not become a Restricted Subsidiary upon such acquisition, provided
that if at any time subsequent to the date of such acquisition such entity shall
become a Restricted Subsidiary the cash equity contributions used to fund such
acquisition shall no longer constitute Excluded Equity Proceeds, (b) equity
contributions, loans or advances to or other investments in any entity which is
not a Restricted Subsidiary, provided that if at any time subsequent to the date
of such contribution, loan, advance or other investment such entity shall become
a Restricted Subsidiary, the cash equity contributions used to fund such equity
contributions, loans, advances or other investments shall no longer constitute
Excluded Equity Proceeds, (c) the acquisition of any assets by any Restricted
Subsidiary that subsequent to the date of such acquisition shall no longer
constitute a Restricted Subsidiary (unless such assets are transferred to the
Borrower or a Restricted Subsidiary) or (d) the optional prepayment of any
indebtedness of the Borrower or any Restricted Subsidiary (other than any
optional prepayment of any committed revolving credit facility to the extent
that the commitments to lend are not reduced in connection therewith).
"Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.
"High Yield Debt": the 11% Senior Notes due 2006 in the stated principal
amount of $250,000,000 and 12 1/2% Senior Discount Notes due 2006 in the stated
principal amount of $500,000,000 of the Borrower and Sprint Spectrum Finance
Corporation (together, the "Issuers").
"Holding": Sprint Spectrum Holding Company, L.P., a Delaware limited
partnership, the general partner of the Borrower.
"Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest of any kind or nature whatsoever.
"Moody's: Moody's Investors Service, Inc.
"Partnership Agreement": the Amended and Restated Agreement of Limited
Partnership of Holding, dated as of January 31, 1996, among the Partnership
Subsidiaries, as amended, supplemented or otherwise modified from time to time.
"Partnership Subsidiary": with respect to Sprint, Sprint Enterprises, L.P.;
with respect to TCI, TCI Telephony Services, Inc.; with respect to Comcast,
Comcast Telephony Services; and with respect to Cox, Cox Telephony Partnership.
"Percentage Interest": with respect to Sprint, 40%; with respect to TCI,
30%; with respect to Comcast, 15%; and with respect to Cox, 15%.
"Person": an individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.
"Public Debt Rating": with respect to any Person, the actual or implied
rating of such Person's senior long-term unsecured debt by a Rating Agency.
"Rating Agency": each of S&P and Moody's.
"RealtyCo": Sprint Spectrum Realty Company, L.P., a Delaware limited
partnership.
"Restricted Subsidiary": any Subsidiary of the Borrower that is not an
Unrestricted Subsidiary.
"Requirement of Law": as to any Person, the partnership agreement, the
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.
"S&P": Standard and Poor's Rating Services.
"Secured Instruments": as defined in the Trust Agreement.
"Secured Obligations": as defined in the Trust Agreement.
"Subsidiary": as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interest having such power only
by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person.
"Triggering Event": (a) any delivery to the Parents (with a copy to the
Corporate Trustee) pursuant to Section 3 of a Contribution Certificate showing a
Contribution Amount for the three month period covered by such Contribution
Certificate, (b) the occurrence of an event of default under any Secured
Instrument arising from the failure to pay when due any amount payable under
such Secured Instrument or (c) the acceleration of maturity of any of the
Secured Obligations upon the occurrence of any event of default under any
Secured Instrument.
"Trust Agreement": the Trust Agreement, dated as of October 2, 1996, among
the Borrower, First Union National Bank, as corporate trustee, and Kenneth D.
Benton, as individual trustee, as amended, supplemented or otherwise modified
from time to time.
"Unrestricted Subsidiary": APC and any other Subsidiary of the Borrower
(other than WirelessCo, EquipmentCo and RealtyCo) that the Borrower designates
as an Unrestricted Subsidiary in accordance with the applicable provisions of
the Secured Instruments, provided, however, that the Borrower may cause any
Unrestricted Subsidiary to become a Restricted Subsidiary to the extent
permitted by the applicable provisions of the Secured Instruments.
"WirelessCo": WirelessCo, L.P., a Delaware limited partnership.
(b) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Capital Contribution Agreement shall refer to
this Capital Contribution Agreement as a whole and not to any particular
provision of this Capital Contribution Agreement, and Section and paragraph
references are to this Capital Contribution Agreement unless otherwise
specified.
(c) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
(d) Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Trust Agreement.
2. Capital Contribution. (a) Upon the occurrence of a
Triggering Event, each Parent shall contribute, or shall cause to be
contributed, to the Borrower such Parent's Percentage Interest of the
Contribution Amount applicable to such Triggering Event within 5 Business Days
of the occurrence of such Triggering Event; provided, however, that no Parent
shall be required to contribute in the aggregate more than that amount which is
equal to (i) its Percentage Interest of the sum of (A) $1,000,000,000, (B) the
Agreed Value of the License Contribution and (C) the Agreed Value of the Omaha
License (calculated as of the earlier of the date on which the Omaha License is
contributed or the date that the Contribution Certificate to which the
Triggering Event relates is delivered) less (ii) the sum of (A) the amount of
any cash equity contributions not otherwise required to be made pursuant to this
paragraph that are made by such Parent or any of its Subsidiaries (through one
or more intermediate partnerships or corporations) to the Borrower subsequent to
December 31, 1995 (other than Excluded Equity Proceeds), (B) such Parent's
Percentage Interest of the amount of the aggregate cash proceeds of equity
capital (other than Excluded Equity Proceeds) obtained by the Borrower from
sources other than the Parents or any of their respective Subsidiaries
subsequent to December 31, 1995 and (C) in the case of Cox, the Agreed Value of
the License Contribution and the Agreed Value of the Omaha License (calculated
as of the earlier of the date on which the Omaha License is contributed or the
date that the Contribution Certificate to which the Triggering Event relates is
delivered). As used in this Section 2, the terms "Agreed Value," "License
Contribution" and "Omaha License" have the meanings given to them in the
Partnership Agreement as in effect on the date hereof.
(b) Each contribution made, or caused to be made, by each
Parent pursuant to paragraph (a) of this Section 2 and Section 5 shall be deemed
a contribution made by such Parent's Partnership Subsidiary to Holding pursuant
to Section 2 of the Partnership Agreement and a contribution by Holding to the
Borrower.
3. Delivery of Contribution Certificates. The Borrower shall
deliver Contribution Certificates hereunder (a) as frequently as is necessary to
prevent the occurrence of any cash shortfall while this Capital Contribution
Agreement is in effect, and in any event the Borrower shall deliver Contribution
Certificates not less frequently than once each fiscal quarter while this
Capital Contribution Agreement is in effect and (b) promptly following the
occurrence of any event of default under any Secured Instrument.
4. Payments. The contributions made hereunder by the Parents
will be paid to the Borrower without set-off or counterclaim in U.S.
dollars and in immediately available funds to such account as the Borrower
shall from time to time notify the Parents in writing subject to the provisions
of Section 14(b).
5. Parent(s) Failure to Make Contribution(s). If any Parent
fails to make any contribution required to be made by it under the terms of this
Capital Contribution Agreement, any one or all of the other Parents may, but
shall not be obligated to, make such contribution in addition to its own
contribution in accordance with (a) the same procedures that would be applicable
if the capital call had been made under the Partnership Agreement or (b) such
other procedures as the Parents may agree upon.
6. Valid Obligations. The obligations of each Parent under
this Capital Contribution Agreement are absolute and unconditional, shall not be
affected by the performance or failure to perform by any other Parent of such
Parent's obligations hereunder, under the Partnership Agreement or any other
agreement or by the financial condition, affairs, status, nature or actions of
the Borrower, are enforceable against the Parents without regard to the
legality, validity or enforceability of any obligations of the Borrower,
including the Secured Obligations, and without regard to any modification of
such obligations that may be effected, with or without the consent of the
Parents and shall not be affected by: (a) the failure of the Trustees or any
Secured Party to assert any claim or demand or to enforce any right or remedy
against the Borrower or any other person under this Capital Contribution
Agreement, any Secured Instrument or Security Document; (b) any extension or
renewal of any of the Secured Obligations; (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Capital Contribution
Agreement, any Secured Instrument or Security Document; (d) the release of any
security held by the Trustees or any Secured Party for the performance of any of
the Secured Obligations; (e) any default, failure or delay, willful or
otherwise, in the performance of the Secured Obligations; (f) the voluntary or
involuntary liquidation, dissolution, sale of assets, marshalling of assets and
liabilities, receivership, conservatorship, custodianship, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, readjustment of or similar proceeding affecting any Person,
including without limitation, the Borrower, any Parent, Holding or any
Restricted Subsidiary; (g) any change in corporate or partnership relationship
or degree or manner of ownership among the Borrower, any Parent or Holding or
any termination of such relationship or ownership; (h) any voluntary reduction
by the Borrower of any commitments under any credit facilities; or (i) any other
act or omission or delay to do any other act that might in any manner or to any
extent vary the risk of such Parent or that would otherwise operate as a
discharge of such Parent as a matter of law.
7. Representations and Warranties. Each Parent hereby
represents and warrants that:
(a) it is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization and has
the corporate power and authority and the legal right to own and operate its
property, to lease the property it operates and to conduct the business in which
it is currently engaged;
(b) it has the corporate power and authority and the legal
right to execute and deliver, and to perform its obligations under, this Capital
Contribution Agreement, and has taken all necessary corporate action to
authorize its execution, delivery and performance of this Capital Contribution
Agreement;
(c) this Capital Contribution Agreement has been duly executed
and delivered by such Parent and constitutes a legal, valid and binding
obligation of such Parent, enforceable in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing;
(d) the execution, delivery and performance of this Capital
Contribution Agreement will not violate in any material respect any provision of
any Requirement of Law or Contractual Obligation of such Parent and will not
result in or require the creation or imposition of any Lien on any of the
properties or revenues of such Parent pursuant to any such Requirement of Law or
Contractual Obligation of such Parent;
(e) no consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or Governmental Authority is required in
connection with the execution, delivery, performance, validity or enforceability
of this Capital Contribution Agreement, other than any of the foregoing that
have been obtained and are in full force and effect;
(f) it is not an "investment company," within the meaning of
the Investment Company Act of 1940, as amended, or a "holding company," or a
"subsidiary" or "affiliate" of a "holding company," within the meaning of the
Public Utility Holding Company of 1935; and
(g) the aggregate amounts of cash equity contributions (other
than Excluded Equity Proceeds) made or caused to be made by such Parent as of
(i) December 31, 1995 and (ii) the date of this Capital Contribution Agreement
are as set forth on Schedule I attached hereto.
8. Notices. (a) All notices, requests and demands hereunder to
or upon the Borrower or any Parent, and all notices to the Trustees, to be
effective shall be in writing (or by fax or similar electronic transfer
confirmed in writing) and shall be deemed to have been duly given or made (i)
when delivered by hand or (ii) if given by mail, five days after being deposited
in the mails by certified mail, return receipt requested, or (iii) if by fax or
similar electronic transfer, when sent and receipt has been confirmed, addressed
to such Parent or the Borrower at its address or transmission number for notices
set forth under its signature below or addressed to the Trustees at their
respective addresses as set forth in the Trust Agreement.
(b) The Parents and the Borrower may change their respective
addresses and transmission numbers for notices by notice in the manner provided
in this Section.
9. Severability. Any provision of this Capital Contribution
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
10. Expenses of Enforcement. Each Parent agrees to pay or
reimburse the Borrower and the Corporate Trustee for all out-of-pocket
costs and expenses (including reasonable fees and disbursements of counsel)
incurred in enforcing such Parent's obligations hereunder.
11. Integration. This Capital Contribution Agreement
represents the agreement of the Parents with respect to the subject matter
hereof, and there are no promises or representations by the Borrower or the
Parents relative to the subject matter hereof not reflected herein (including by
reference to the Partnership Agreement). This Capital Contribution Agreement is
in addition to the Partnership Agreement, but, except as provided in Section
2(b), does not supersede or otherwise modify any provisions of the Partnership
Agreement, provided, however, that, as between the Corporate Trustee and the
Secured Parties, on the one hand, and each Parent and the Borrower, on the
other, the Capital Contribution Agreement shall supersede any inconsistent
provision of the Partnership Agreement and any other existing or future
agreement among the Parents and the Borrower or to which the Borrower and any
Parent is a party.
12. Amendments in Writing. None of the terms or provisions of
this Capital Contribution Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by each of the
parties hereto and consented to by the Required Secured Parties.
13. Section Headings. The Section headings used in this Cap-
ital Contribution Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the interpreta-
tion hereof.
14. Successors and Assigns. (a) This Capital Contribution
Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their successors and assigns; provided that no Parent may assign any
of its obligations hereunder without the prior written consent of the Required
Secured Parties or unless such Parent ceases to own directly or indirectly any
interest in Holding, in which event such Parent may assign its obligations
hereunder to the parent/parents of the entity/entities which has/have acquired
such Parent's direct or indirect interest in Holding, and such Parent shall be
automatically released from its obligations hereunder as a result of such
assignment if, after giving effect to such assignment and assumption by such
assignee of such assignor Parent's obligations hereunder, such assignee has a
Public Debt Rating by either Rating Agency at least equivalent to the lower of
(i) the Public Debt Rating of such assignor Parent by such Rating Agency on the
date of this Capital Contribution Agreement and (ii) the Public Debt Rating of
such assignor Parent by such Rating Agency immediately prior to such assignment.
(b) The Parents hereby acknowledge and agree that this Capital
Contribution Agreement is intended to, and shall, be for the benefit of the
Secured Parties and that the Borrower has therefore granted the Corporate
Trustee the right to enforce on behalf of the Secured Parties this Capital
Contribution Agreement, and the Parents hereby consent thereto and to the
assignment by the Borrower to the Trustee contained in the Security Documents of
the Borrower's rights under this Capital Contribution Agreement. The Parents and
the Borrower further agree that (i) in the event the Borrower fails to deliver a
Contribution Certificate deliverable hereunder or (ii) a Notice of Enforcement
shall be in effect, the Corporate Trustee may deliver any Contribution
Certificate deliverable hereunder (executed by the Corporate Trustee, and not by
an officer of the Borrower) and that in any such event described in this clause
(ii) all amounts payable hereunder by each Parent shall be paid directly to the
Corporate Trustee for the benefit of the Secured Parties for deposit in the
Collateral Account. The parties hereto agree that notwithstanding anything
herein to the contrary, if a Notice of Enforcement is in effect, the Borrower
shall have no right to deliver a Contribution Certificate and any certificate
delivered by the Borrower purporting to be a Contribution Certificate shall be
null and void and of no force or effect.
15. Submission to Jurisdiction; Waivers. Each Parent hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Capital Contribution Agreement, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Parent at its address set forth under its signature below or at such other
address of which the Borrower shall have been notified pursuant hereto; and
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction.
16. Parent Acknowledgments. Each Parent confirms that:
(a) such Parent is aware of, and has acknowledged, the risks
involved in the transaction contemplated in the Borrower's construction and
operation of a wireless telecommunications system, including those associated
with the condition (financial or otherwise), creditworthiness, affairs, status
and nature of the Borrower and any other Parent;
(b) such Parent has independently determined to incur its
obligations hereunder, and such Parent understands that each Secured Party is
relying upon this Capital Contribution Agreement and that each Secured Party
would not enter into the applicable Secured Instruments except in reliance upon
the agreement of such Parent to honor its obligations under this Capital
Contribution Agreement in accordance with its terms;
(c) such Parent has not relied upon any information provided
by any Secured Party with respect to the Borrower or any other Parent and no
Secured Party has made any representation or warranty to such Parent with
respect to matters referred to in Section 16(a); and
(d) such Parent has not relied and will not rely on any
Secured Party (i) to check or inquire on behalf of such Parent into the
adequacy, accuracy or completeness of any information or document provided by
the Borrower or any other Parent under or in connection with any of the Secured
Instruments or Security Documents or the transactions contemplated therein
(whether or not such information or document has been or is hereafter
distributed to such Parent by any Secured Party) or (ii) to assess or review on
behalf of such Parent the condition (financial or otherwise), creditworthiness,
affairs, status and nature of the Borrower or any other Parent.
17. Governing Law. This Capital Contribution Agreement shall
be governed by, and construed and interpreted in accordance with, the law of
the State of New York.
IN WITNESS WHEREOF, each of the undersigned has caused this
Capital Contribution Agreement to be duly executed and delivered by its duly
authorized officer as of the day and year first above written.
SPRINT CORPORATION
By: /s/ M. Jeannine Strandjord
Title: Sr. VP/Treasurer
Address for Notices:
Sprint Enterprises, L.P.
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Attention: Chief Financial Officer
Fax: (913) 624-8426
with a copy to:
Sprint Enterprises, L.P.
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Attention: Corporate Secretary
Fax: (913) 624-2256
TELE-COMMUNICATIONS, INC.
By: /s/ Brendon Clouston
Title: Executive Vice President
Address for Notices:
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111-3000
Attention: Brendon Clouston, Executive Vice
President
Fax: 303-488-3200
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
Suite 2900
New York, New York 10022-6030
Attention: Elizabeth M. Markowski
Fax: 212-705-5125
COMCAST CORPORATION
By: /s/Arthur Block
Title: Vice President
Address for Notices:
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
Attention: General Counsel
Fax: 215-981-7794
COX COMMUNICATIONS, INC.
By: /s/ Dallas Clement
Title: Assistant Treasurer
Address for Notices:
Cox Communications, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319-1464
Attention: James O. Robbins, President
Fax: 404-843-5804
with a copy to:
Dow, Lohnes & Albertson
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
Attention: David D. Wild
Fax: 202-776-2222
SPRINT SPECTRUM L.P.
By: /s/ Robert E. Sleet, Jr.
Title: Treasurer
Address for Notices:
Sprint Spectrum L.P.
4717 Grand Avenue, 5th Floor
Kansas City, Missouri 64112
Attention: Treasurer
Fax: 816-559-1490
with a copy to:
Sprint Spectrum L.P.
4900 Main Street, 12th Floor
Kansas City, Missouri 64112
Attention: General Counsel
Fax: 816-559-2591
SCHEDULE I
CONTRIBUTIONS
Contributions made as of
December 31, 1995 October 2, 1996*
----------------- ---------------
Sprint Corporation $ 867,759,473 $1,057,381,393
Tele-Communications, Inc. $ 650,819,605 $ 793,036,045
Comcast Corporation $ 325,409,802 $ 396,518,023
Cox Communications, Inc. $ 325,409,802 $ 396,518,023
-------------- --------------
Total $2,169,398,682 $2,643,453,484
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* Each parent represents and warrants that the cash equity contributions (other
than Excluded Equity Proceeds) made or caused to be made by such Parent are at
least as much as set forth above.
EXHIBIT A
FORM OF
CONTRIBUTION CERTIFICATE
[Date]
To: Sprint Corporation
Tele-Communications, Inc.
Comcast Corporation
Cox Communications, Inc.
Reference is hereby made to the Amended and Restated Capital
Contribution Agreement, dated as of October 2, 1996 (as amended, supplemented or
otherwise modified from time to time, the "CCA"), and Sprint Corporation,
Telecommunications, Inc., Comcast Corporation, Cox Communications, Inc. and
Sprint Spectrum L.P. Unless otherwise defined herein, terms which are defined in
the CCA and used herein shall have the same meanings given to them in the CCA.
This is a Contribution Certificate referred to in Section 3 of
the CCA.
As of the date hereof, the cash, Cash Equivalents and
borrowing availability under any credit facility (so long as no default or event
of default shall have occurred and be continuing and the Borrower shall be
capable of satisfying all conditions to borrowing under such facility) of the
Borrower are as follows:
[Specify in reasonable detail]
The expected cash receipts from sources other than such
available borrowings by the Borrower and its Restricted Subsidiaries during the
period of three months following the date hereof are as follows:
[Specify in reasonable detail]
The expected Cash Expenditures of the Borrower and its
Restricted Subsidiaries during the period of three months following the date
hereof are as follows:
[Specify in reasonable detail]
The Contribution Amount with respect to this Contribution
Certificate is $___________.
IN WITNESS WHEREOF, the undersigned has executed this
Contribution Certificate.
SPRINT SPECTRUM L.P.
By:________________________
Title:
*. Each Parent represents and warrants that the cash equity contributions (other
than Excluded Equity Proceeds) made or caused to be made by such Parent are at
least as much as set forth above.