Exhibit 10.1
Amendment No. 1 to Credit Agreement
Amendment No. 1, dated as of May 29, 1997 (this "Amendment No. 1"), to
the Credit Agreement (the "Credit Agreement"), dated as of October 2, 1996,
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 to the Credit Agreement (together with the Vendor, the "Lenders")
and the Vendor, as agent for the Lenders under the Credit Agreement.
The Borrower and the Vendor, as sole Lender and Agent under the Credit
Agreement, have agreed to make the following amendments to the Credit Agreement.
1. Subsection 1.1 of the Credit Agreement is amended as follows:
(a) The following definition is added:
""Capitalized Interest Loan": is defined in subsection 2.7(d)."
(b) The definition of "Eligible Assignee" is amended by replacing such
definition in its entirety with the following:
""Eligible Assignee": (a) a commercial bank having
total assets in excess of $250,000,000, an insurance company
or other similar financial institution, (b) any other entity
which is (or which is managed by a manager which manages funds
which are) primarily engaged in making, purchasing or
otherwise investing in commercial loans or extending, or
investing in extensions of, credit for its own account in the
ordinary course of its business, which has total assets in
excess of $250,000,000, (c) any Investment Vehicle principally
engaged in investing in commercial loans or (d) Sprint
Corporation, or any Affiliate thereof; provided that (except
with respect to clause (d) of this definition) in no event may
any Person which is engaged in, or in the case of any Person
described in clause (b) of this definition, which is an
Affiliate of any Person engaged in, the telecommunications
service business in the United States be an Eligible Assignee,
and provided, further, that in no event may any trust or other
Person that is the issuer of direct or indirect beneficial
interests in the Loans (an "Investment Vehicle") become a
Lender unless (i) any rights of the holders of the beneficial
interests issued by such Investment Vehicle in respect of
votes, consents and other actions to be taken by the Lenders
under or in connection with this Agreement and the other Loan
Documents shall be limited so that the percentage of such
beneficial interests the holders of which are required to
approve any vote, consent or other action proposed to be made
or taken by such Investment Vehicle in its capacity as a
Lender in connection with this Agreement or any other Loan
Document shall be the same as the percentage of the Loans the
holders of which are required pursuant to subsection 9.1 to
approve such vote, consent or other action and (ii) the only
financial statements and other reports that such Investment
Vehicle and holders of beneficial interests shall be entitled
to receive from the Borrower shall be the annual audited and
quarterly unaudited financial statements required to be
delivered by the Borrower pursuant to subsection 5.1 (a) and
(b) and subsection 5.2(a) and (b) and any other documents
delivered by the Borrower pursuant to subsection 5.1 that
contain only publicly available information."
(c) The definition of "Requisite Lenders" is amended by replacing such
definition in its entirety with the following:
""Requisite Lenders": at any time (a) until the first
date upon which the Special Lenders hold in the aggregate
Loans and Unused Commitments in an aggregate amount less than
50% of the then outstanding Loans and Unused Commitments, (x)
Special Lenders who hold an aggregate of more than 50% of all
Loans and Unused Commitments held by Special Lenders and (y)
Lenders other than Special Lenders who hold an aggregate of
more than 50% of all Loans and Unused Commitments held by
Lenders other than Special Lenders and (b) thereafter, Lenders
the Percentages of which aggregate more than 50%."
(d) The following definition is added:
""Special Lenders": the Vendor and Sprint Corporation and any Affiliate of
Sprint Corporation."
2. Subsection 2.7(d) of the Credit Agreement is amended as follows:
(a) Clause (ii) of subsection 2.7(d) is amended by replacing it in
its entirety with the following:
"(ii) on any Interest Payment Date occurring during the
Interest Capitalization Period, such accrued interest shall be
capitalized and added to the principal amount of the Specified
Loan on which such capitalized interest shall have accrued,"
(b) The following sentence is added to the end of subsection
2.7(d):
"For purposes of clarification, any Loans (each being a
"Capitalized Interest Loan") made pursuant to this subsection
2.7(d) as a result of capitalized interest being added to the
principal amount of a Specified Loan shall, for purposes of
subsections 2.3(a) and 2.7(d), be deemed to be made in the
same Borrowing Year in which the Specified Loan was made
(including Capitalized Interest Loans on Specified Loans which
were originally Capitalized Interest Loans)."
3. Subsection 2.10 of the Credit Agreement is amended by replacing the
first sentence of such subsection in its entirety with the following:
"Except as provided in subsection 2.11, 2.15(b) or 2.16, each
payment (including each prepayment) by the Borrower on account
of (i) principal of the Loans shall be made pro rata according
to the respective outstanding principal amount of the Loans
then due and owing and (ii) interest on the Loans shall be
made pro rata according to the respective amounts of interest
on the Loans then due and owing."
4. Subsection 4.2(a) of the Credit Agreement is amended by replacing such
subsection in its entirety with the following:
"(a) Representations and Warranties. Each of the
representations and warranties made by the Borrower and each other Loan
Party in or pursuant to the Loan Documents, other than the
representations and warranties in subsection 3.18 of this Agreement,
shall be true and correct in all material respects on and as of such
date as if made on and as of such date."
5. Subsection 9.1 (a) of the Credit Agreement is amended by replacing
clause (i) thereof in its entirety with the following:
"(i) reduce the amount or extend the scheduled date of
maturity of any Lender's Loans or any installment thereof, or
reduce the stated rate of any interest or fees payable to such
Lender hereunder or extend the scheduled date of any payment
thereof or increase the amount or extend the expiry date of,
any Lender's Commitment, in each case without the consent of
such Lender, but any Lender may agree with the Borrower to any
of the foregoing solely with respect to such Lender's Loans or
Commitments,"
6. Subsection 9.1 of the Credit Agreement is amended by adding the follow-
ing subsection 9.1(c) and (d):
"(c) Notwithstanding any provision in this Agreement
to the contrary, if Sprint Corporation and its Affiliates
(collectively, "Sprint Affiliates") shall hold Loans
(excluding Capitalized Interest Loans) and Unused Commitments
in excess of $300,000,000 (such amounts in excess of
$300,000,000 being the "Excess Amount"), the Excess Amount
shall not be entitled to vote on, and shall be disregarded
with respect to, any matters for which the approval of the
Requisite Aggregate Lenders or the Requisite Lenders is
required or for matters covered by subsections 9.1 (b) and
9.19. For purposes of the foregoing, the Excess Amount shall
be deducted from the total of all Loans and Unused Commitments
held by all Lenders and from the amount of Loans and Unused
Commitments held by Sprint Affiliates. This subsection 9.1 (c)
may be amended only by the approval of Lenders other than
Special Lenders who hold an aggregate of more than 50% of all
Loans and Unused Commitments held by Lenders other than
Special Lenders.
(d) The Borrower represents and warrants that the
definition of Requisite Aggregate Lenders contained in the
Other Vendor Credit Facility is identical to the definition of
Requisite Aggregate Lenders in this Agreement. Notwithstanding
any provision in this Agreement to the contrary, the
definition of Requisite Aggregate Lenders contained in this
Agreement and in the Other Vendor Credit Facility shall not be
amended without the approval of the Requisite Aggregate
Lenders."
7. Subsection 9.6(c) of the Credit Agreement is amended as follows:
(a) The numerical term "$10,000,000" is replaced with "$5,000,000"
in both places it appears in subsection 9.6(c).
(b) The following proviso is added to the end of the first sen-
tence of subsection 9.6(c):
", provided, further, that assignments in lesser amounts may
be made in connection with the primary syndication of the
Tranche I Loans (as defined in Schedule I to this Agreement)"
(c) The following sentence is added to the end of subsection
9.6(c):
"Notwithstanding the foregoing, a transfer or assignment (A)
of Capitalized Interest Loans from one Lender to an existing
Lender or the Vendor made at the time such Capitalized
Interest Loan is made pursuant to subsection 2.7(d) shall (i)
not be subject to any minimum amount of assignment, (ii) be
made by the assigning Lender and the Assignee and recorded by
the Agent without executing an Assignment and Acceptance
provided the Agent is notified prior to such assignment, and
(iii) not require notice to the Borrower, and (B) of Loans
and/or Commitments by a Lender (other than the Vendor) to (i)
another Lender shall not require notice to the Borrower prior
to such transfer or assignment or (ii) an Eligible Assignee
that is not a Lender shall not require prior notice to the
Borrower provided the Borrower is given written notice within
three (3) Business Days following such transfer or assignment.
Nothing contained herein shall prohibit the transfer or
assignment of Loans and Commitments separately from one
another."
8. Subsection 9.6(e) of the Credit Agreement is amended by replacing it in
its entirety with the following:
"(e) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an Assignee (and, in the
case of an Assignee that is not then a Lender, by the Agent),
together with payment by the assignor or assignee Lender, as
agreed between them, to the Agent of a registration and
processing fee set forth below, the Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the
information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the
Borrower. The registration and processing fee shall be $500
for any assignment to an existing Lender, $2,000 for any
assignment to an Assignee which immediately prior to such
assignment is not a Lender (unless, in either case, the
Assignee, the Assignor and the Agent agree to a lesser
amount), and zero for any assignment of Capitalized Interest
Loans from one Lender to an existing Lender or to the Vendor
which is made at the time such Capitalized Interest Loan is
made pursuant to subsection 2.7(d), provided the Agent is
notified prior to such assignment."
9. Subsection 9.6(f) of the Credit Agreement is amended by replacing
clauses (i) and (ii) contained in the proviso of such subsection in
their entirety with the following:
"disclosures of information to any Transferee or prospective
Transferee that is an Investment Vehicle shall be limited as
provided in the definition of "Eligible Assignee" in
subsection 1.1."
10. Subsection 9.13 is amended by replacing clause (ii) thereof in its
entirety with the following:
"(ii) to any prospective Transferee which is an Eligible
Assignee and which shall have agreed to comply with the
provisions of this subsection,"
11. (a) Section 1 of Schedule I to the Credit Agreement is amended by re-
placing it in its entirety with the following:
"Certain Definitions.
"Applicable Margin": the following with respect to each
tranche of Loans:
Tranche I Loans and Tranche II Loans: for ABR Loans, 1.875%
and for Eurodollar Loans, 2.875%; and
Tranche III Loans: for ABR Loans, 2.00% and for Eurodollar
Loans, 3.00%.
"Tranche I Commitments": Commitments to make Tranche I Loans.
"Tranche I Loans": the first $500,000,000 of Loans made during
the first Borrowing Year under the Vendor Commitment, but ex-
cluding any Capitalized Interest Loans.
"Tranche II Loans": After all the Tranche I Loans have been
made, the first $300,000,000 of Loans made at any time during
the Commitment Period under the Vendor Commitment, but
excluding any Capitalized Interest Loans.
"Tranche III Loans": all Loans (including Capitalized Interest
Loans) which are not Tranche I Loans or Tranche II Loans.
"Vendor Commitment": the obligation of the Vendor to make
Loans to the Borrower under subsection 2.1 in the aggregate
principal amount not to exceed $1,800,000,000; provided that
the aggregate principal amount of the Loans made (excluding
Capitalized Interest Loans) shall not exceed $1,500,000,000
through December 31, 1997."
(b) Section 4 of Schedule I to the Credit Agreement is amended by replacing
it in its entirety with the following:
"Fees.
The Borrower agrees to pay to the Agent, for the account of each Lender
holding Tranche III Loans, a facility fee equal to 1% per annum on the
daily amount of such Lender's Tranche III Loans outstanding, payable
quarterly in arrears on the last day of each March, June, September and
December and the date such Tranche III Loans are paid in full and the
Commitments are terminated."
(c) Paragraph (k) of Section 5 of Schedule I to the Credit Agreement is amended
by replacing clause (iii) thereof in its entirety with the following:
"(iii) The Vendor will not assign the Vendor Commitment or
Loans (whether in connection with a Bank Syndication or
otherwise) to persons (including Investment Vehicles) other
than commercial banks, prime rate funds and Eligible Assignees
described in clause (d) of the definition of Eligible Assignee
if, after giving effect thereto, the amount of Loans and
Unused Commitments held by such other persons exceeds (A)
prior to the Transition Date (as defined below) the lesser of
(x) 49% of the aggregate amount of Loans and Unused
Commitments (excluding from such calculation any Loans that
have been exchanged for Refinancing Securities) and (y)
$750,000,000, or (B) after the Transition Date, $750,000,000."
(d) Paragraph (1) of Section 5 of Schedule I to the Credit Agreement is amended
by replacing such subsection in its entirety with the following:
"(1 ) The Borrower and the Vendor acknowledge that it is the desire of
the Vendor to assign the Loans and/or Vendor Commitment as promptly as
practicable and that it is the desire of the Borrower for such
assignments to be effected in a manner that (i) does not adversely
affect the Borrower's own financing activities, (ii) does not provide
to creditors other than commercial banks, prime rate funds and Eligible
Assignees described in clause (d) of the definition of Eligible
Assignee and (subject to the restrictions set forth in clause (iii) of
paragraph (k) above) other Eligible Assignees, covenants,
representations and warranties, defaults and voting provisions that are
more restrictive on the Borrower than those applicable to the High
Yield Debt and (iii) to the extent consistent with market demands,
provides economic benefit to the Borrower as provided in paragraphs (h)
and (i) above. Accordingly, the Borrower and the Vendor agree to work
together in good faith to accomplish such desires. In this connection,
the Vendor shall deliver to the Borrower at least every six months a
description of the Vendor's then current plans with respect to the sale
of the Loans and the Vendor Commitment. Furthermore, the Vendor agrees
that if it assigns Loans directly to an Investment Vehicle, whether
through a Syndication Assignment or otherwise, (I) the provisions of
paragraph (k)(iii) will apply to such assignment and (II) only Eligible
Assignees will be holders of the securities issued by such Investment
Vehicle."
(e) Section 6 of Schedule I to the Credit Agreement is deleted in its en-
tirety and replaced with the foregoing:
"Additional Tranches.
Sections 1 and 4 of this Schedule I may be amended or modified with the
consent of the Borrower by (i) adding one or more additional tranches
(and changing the Applicable Margin for such additional tranches), (ii)
changing the amount of any existing tranche, (iii) changing the
Applicable Margin for any existing tranche, (iv) changing or
eliminating the fees in Section 4 of this Schedule I for any existing
tranche, and/or (v) specifying whether any additional tranche shall be
entitled to the fees set forth in Section 4 in this Schedule I;
provided that (A) the approval of all the Lenders holding Loans and
Unused Commitments of an existing tranche shall be required to make any
of the foregoing changes or amendments affecting such existing tranche
and (B) no approval shall be required by any Lenders which do not hold
any Loans or Unused Commitments for the affected tranche."
12. Pursuant to subsection 8.9 of the Credit Agreement, the Vendor
appoints, and the Borrower approves the appointment of, The Chase Manhattan Bank
to serve as Agent. For purposes of Section 9.2, address for notices to the Agent
shall be:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: John Haltmaier, 37th Floor
Fax: (212) 270-4548
13. The Borrower confirms that the representations and warranties set forth
in Section 3 of the Credit Agreement, other than the representations and
warranties in subsection 3.18 of the Credit Agreement, are true and
correct in all material respects as of the Effective Date (as defined
below), and no Default or Event of Default has occurred and is continuing
as of the Effective Date.
14. The Borrower and the Lenders confirm that Section 5 of Schedule I to the
Credit Agreement shall apply only to sales, assignments and other
transfers of Loans and Commitments by the Vendor, and no other Lenders
are entitled to any of the benefits or subject to any of the obligations
of such section.
15. Notwithstanding anything in the Credit Agreement to the contrary, the
registration and processing fees set forth in Section 9.6(e) of the
Credit Agreement are waived for (a) the assignment by the Vendor of the
Tranche I Loans and Tranche I Commitments to Goldman Sachs Credit
Partners, L.P. ("GSCP"), (b) the initial assignment of Tranche I Loans
and Tranche I Commitments by GSCP to other Lenders, and (c) the
assignment by the Vendor of the Tranche II Loans and the Commitments to
make Tranche II Loans.
16. On the date of the initial assignment by the Vendor of the Tranche I
Loans to GSCP (or upon the initial assignment of the Tranche I Loans by
GSCP to other Lenders if not the same Business Day as the Vendor's
assignment to GSCP) (the "Syndication Date"), the Interest Period with
respect to the Tranche I Loans which are Eurodollar Loans shall end,
all accrued and unpaid interest which has not been previously capitalized
on such Tranche I Loans shall be capitalized as of the Syndication Date,
and the Borrower may continue all such Eurodollar Loans as one or more
new Eurodollar Loans with such Interest Period or Interest Periods as
the Borrower may determine in accordance with the Credit Agreement. The
Lenders waive all claims to any breakage costs or other indemnities under
subsection 2.14 of the Credit Agreement for ending the Interest Period
with respect to existing Eurodollar Loans on the Syndication Date.
17. Exhibit D of the Credit Agreement is deleted in its entirety, and on page
iii of the Table of Contents of the Credit Agreement, opposite "Exhibit
D", the description "Form of Confidentiality Agreement" is replaced in
its entirety with "[Intentionally Omitted]".
18. This Amendment No. 1 is being made pursuant to subsection 9.1 (a) of the
Credit Agreement, and except as provided herein, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 1
shall be effective upon the Syndication Date (the "Effective Date"). Upon
the Effective Date of this Amendment No. 1, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
similar meaning referring to the Credit Agreement, and each reference
in any other Loan Document to the Credit Agreement, however referenced,
shall mean the Credit Agreement as amended by this Amendment No. 1.
This Amendment No. 1 may be executed by one or more of the parties to the
Credit Agreement on any number of separate counterparts (including by
facsimile transmission), and all counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment No. 1
shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York. This Amendment No. 1 represents the
entire agreement of the parties hereto with respect to the subject
matter hereof.
SPRINT SPECTRUM L.P.
By: Sprint Spectrum Holding Company, L.P., its
general partner
By: /s/ Robert E. Sleet, Jr.
Title: Vice President and
Treasurer
LUCENT TECHNOLOGIES INC.. as
Lender and as Agent
By: /s/ Florence L. Walsh
Title: Vice President and Treasurer
Accepted with respect to appointment as Agent,
The Chase Manhattan Bank
By: /s/ John P. Haltmaier
Title: Vice President