FIRST AMENDMENT
FIRST AMENDMENT, dated as of April 30, 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"), Northern Telecom 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 Bank of
America NT & SA, as agent for the Lenders, and any successor to Bank of America
NT & SA in such capacity (the "Agent").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make certain loans to the Borrower; and
WHEREAS, the Vendor has requested that certain provisions of the Credit
Agreement be modified in the manner provided for in this Amendment in order to
facilitate the syndication of Loans and Commitments under the Credit Agreement
in multiple tranches;
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. Definitions
herein of terms used in the Credit Agreement as amended by this Amendment
but not defined therein shall be deemed incorporated into the Credit Agreement
as amended hereby.
2. Amendments to Credit Agreement. (a)The following defined terms are hereby
added to subsection 1.1 of the Credit Agreement.
"Facility A Advances": The first $600,000,000 of Cash Advances and/or
Credit Advances other than Qualcomm Advances; provided that Facility A
Advances shall not include any Cash Advances or Credit Advances for which the
Borrowing Date occurs after March 31, 1999.
"Facility A Lender": Any Lender designated as having a "Facility A
Funding Percentage" in the Assignment and Acceptance pursuant to which such
Lender becomes a Lender hereunder.
"Facility B Advances": The first $500,000,000 of Cash Advances and/or
Credit Advances, other than Qualcomm Advances, made after all Facility A Ad-
vances have been made.
"Facility B Lender": Any Lender designated as having a "Facility B
Funding Percentage" in the Assignment and Acceptance pursuant to which such
Lender becomes a Lender hereunder.
"Qualcomm": QUALCOMM Incorporated and its successors and assigns.
"Qualcomm Advances": Each Cash Advance or Credit Advance (or portion
thereof) that is to be financed directly or indirectly by Qualcomm pursuant
to a separate agreement between the Vendor and Qualcomm, as notified by the
Vendor to the Agent pursuant to subsection 2.2.(f).
"Vendor Lender": Until another Lender is designated as such in an
Assignment and Acceptance pursuant to which such Lender becomes a Lender here-
under, the Vendor,and thereafter, the Lender as designated.
(b) The definition of "Funding Percentage" in subsection 1.1 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Funding Percentages": As to any Lender at any time, (a) in the case
of a Facility A Advance, the "Facility A Funding Percentage", if any, designated
for such Lender in the Assignment and Acceptance pursuant to which such Lender
became a Lender hereunder, (b) in the case of a Facility B Advance, the
"Facility B Funding Percentage", if any designated for such Lender in the
Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder, (b) in the case of a Facility B Advance, the "Facility B Funding
Percentage", if any designated for such Lender hereunder, (c) in the case of
a Qualcomm Advance, the "Qualcomm Funding Percentage", if any, designated for
such Lender hereunder (provided that prior to receipt of any Assignment and
Acceptance designating a Qualcomm Funding Percentage, the Qualcomm Funding
Percentage of the Vendor shall be 100% and the Qualcomm Funding Percentage of
each other Lender shall be zero); and (d)in the case of any other Credit Advance
or Cash Advance, the Funding Percentage of the Vendor Lender shall be 100% and
the Funding Percentage of each other Lender shall be zero.
(c) The following subsection 2.2(f) is hereby added to the Credit Agreement:
(f) If any Borrowing Notice requests that a Cash Advance or Credit
Advance be made to finance amounts due under invoices submitted
to the Borrower by the Vendor pursuant to the Vendor Procurement
Contract, the Agent shall promptly notify the Vendor and provide
the Vendor with the information provided by the Borrower
pursuant to subsection 2.2(b) or (c) above, as applicable.
Following receipt of such information, the Vendor shall promptly
notify the Agent of the amount of such requested Cash Advance
or Credit Advance that represents a Qualcomm Advance, if any,
(d) The first sentence of subsection 2.10 of the Credit Agreement is
amended to read in its entirety as follows:
Except as provided in subsection 2.11, 2.15(b) or 2.16, each pay-
ment (including each prepayment) by the Borrower on account of (a) principal
of the Loans shall be made pro rata according to the outstanding principal
amount of the Loans then due and owing and (b) interest of the Loans shall be
made pro rata according to the outstanding amounts of interest on the Loans
then due and owing.
(e) Exhibit C to the Credit Agreement is hereby deleted and replaced
with Exhibit C attached to this Amendment.
3. Effectiveness. This Amendment shall become effective
upon receipt by the Agent of counterparts hereof, duly executed and delivered by
the Borrower, the Requisite Lenders and the Agent.
4. Notice of Conversion of Participation Interests into Assignments. The
Borrower hereby acknowledges notice, pursuant to clause (ii) of the last
sentence of subsection 9.6(c) of the Credit Agreement, of the assignment
of Loans and Commitments on the date hereof by the Vendor to the entities
holding participation interests in Loans and/or Commitments of the date hereof
(as setforth in the Assignment and Acceptance forms provided separately
to the Borrower), and to the extent of the notice requirement in clause (i)
of such last sentence would prohibit such assignments, the Borrower hereby
waives such notice requirement.
5. 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.
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 Agent. 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/ Robert E. Sleet, Jr.
Title: Vice President & Treasurer
NORTHERN TELECOM INC. as Lender
By: Stephen Martin
Title: Vice President
BANK OF AMERICA NT&SA, as Agent
By: /s/ Leandro Balidoy
Title: Vice President