Common use of Facility A Clause in Contracts

Facility A. (i) Subject to the limitations in this Agreement, the proceeds of Facility A Advances for Tranche 1 of Facility A shall be available (and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All Facility A Advances under Tranche 1 of Facility A shall be made either (A) by credit against the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrower to reimburse the Borrower for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided that, the Administrative Agent shall have received satisfactory evidence of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Lenders at the time the BTA is proposed for acceptance as a Designated BTA. (ii) Subject to the limitations in this Agreement, the proceeds of Facility A Advances for Tranche 2 of Facility A shall be available (and the Borrower shall use such proceeds): (A) for the payment when due of certain invoices for Permitted Third-Party Expenses for equipment and services for use in the Designated BTAs (including up to [*] to finance up to [*] of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) from the date of this Agreement until [*] days after the date of this Agreement (subject to documentation reasonably acceptable to the Administrative Agent), to make intercompany loans from the Borrower to either or both [*] PCS and [*]/Omnipoint, which loans (I) [*] (II) [*] (III) [*] (IV) [*] --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 of Facility A shall be made either (A) directly to the third party to whom the Permitted Third-Party Expense is owing, (B) to the Borrower to reimburse the Borrower for Permitted Third-Party Expenses paid by the Borrower, provided that the Administrative Agent shall have received satisfactory evidence of such payment or (C) to the Borrower to be loaned in accordance with subsection (a)(ii)(B) above.

Facility A. (i) Subject to the limitations terms and conditions contained herein and until the Termination Date, Lenders shall make loans to Borrower on a revolving basis in amounts requested by Borrower from time to time (the "FACILITY A LOANS" and each, a "FACILITY A LOAN") in an aggregate amount outstanding at any time not to exceed the lesser of $10,000,000.00 or the amount permitted by paragraph (f) of this Section 2.02. In addition, each Facility A Loan shall be in an aggregate amount that is an integral multiple of $100,000.00, and no such Facility A Loan shall be less than the Minimum Loan. Facility A Loans may, upon request of Lenders, be evidenced by a Revolving Loan Note in the form attached hereto as EXHIBIT A. Subject to availability, at Borrower's request, L/C Issuer will issue documentary letters of credit (each, a "DOCUMENTARY LETTER OF CREDIT") up to an aggregate dollar amount outstanding at any one time of Four Million Dollars ($4,000,000.00) under Facility A, and any such drawdowns made under such Documentary Letters of Credit shall be funded by Facility A Loans at the time of such drawdown; PROVIDED, HOWEVER, the amount of outstanding Loans and the face amount of outstanding Documentary Letters of Credit shall not at any time exceed the Maximum Amount. Each drawdown and any expense payable by Borrower in accordance with EXHIBIT J hereto under any such Documentary Letter of Credit shall constitute a Loan under Facility C from the date of such drawdown to the first day of the next succeeding calendar month, at which time such Facility C Loan shall be refunded under Facility A and each Lender shall fund its respective Applicable Percentage of such Facility A Loan. Borrower shall deliver to L/C Issuer a completed and executed application form together with such other documents in the forms then required by L/C Issuer prior to the issuance of any Documentary Letter of Credit. In the event of any inconsistency between L/C Issuer's required forms and this Agreement, the proceeds of Facility A Advances for Tranche 1 of Facility A shall be available (Mortgages and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All Facility A Advances under Tranche 1 of Facility A shall be made either (A) by credit against the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrower to reimburse the Borrower for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided thatAssignments, the Administrative Agent shall have received satisfactory evidence provisions of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Lenders at the time the BTA is proposed for acceptance as a Designated BTA. (ii) Subject to the limitations in this Agreement, the proceeds of Facility A Advances for Tranche 2 of Facility A shall be available (Mortgages and the Borrower Assignments shall use such proceeds): (A) for prevail. In addition, the payment when due special provisions of certain invoices for Permitted Third-Party Expenses for equipment EXHIBIT J shall apply to any and services for use in the Designated BTAs (including up to [*] to finance up to [*] all Documentary Letters of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) from the date of this Agreement until [*] days after the date of this Agreement (subject to documentation reasonably acceptable to the Administrative Agent), to make intercompany loans from the Borrower to either or both [*] PCS and [*]/Omnipoint, which loans (I) [*] (II) [*] (III) [*] (IV) [*] --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 of Facility A shall be made either (A) directly to the third party to whom the Permitted Third-Party Expense is owing, (B) to the Borrower to reimburse the Borrower for Permitted Third-Party Expenses paid by the Borrower, provided that the Administrative Agent shall have received satisfactory evidence of such payment or (C) to the Borrower to be loaned in accordance with subsection (a)(ii)(B) aboveCredit.

Facility A. Except as provided in subsection (c) below, the Borrower shall pay interest on the unpaid principal amount of each Facility A Advance owing to each Applicable Lender from and including the date of such Advance through but excluding the date on which such principal amount shall be paid in full, at the following rates per annum: (i) Subject During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the limitations in this Agreement, the proceeds sum of Facility A Advances for Tranche 1 of Facility A shall be available (and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All Facility A Advances under Tranche 1 of Facility A shall be made either (A) by credit against the Volume Purchase AgreementBase Rate in effect from time to time, plus (B) directly the Applicable Margin in effect from time to Nortel time and applicable to pay amounts due under such Advance, payable in arrears quarterly on (x) the Volume Purchase Agreement or last day of each March, June, September and December and (Cy) to the Borrower to reimburse the Borrower for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided that, the Administrative Agent shall have received satisfactory evidence of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the Closing Maturity Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Lenders at the time the BTA is proposed for acceptance as a Designated BTAAdvance. (ii) Subject During such periods as such Advance is a LIBOR Advance, a rate per annum equal at all times during each Interest Period for such Advance to the limitations in this Agreement, the proceeds sum of Facility A Advances for Tranche 2 of Facility A shall be available (and the Borrower shall use such proceeds): (A) LIBOR for the payment when due of certain invoices such Interest Period for Permitted Third-Party Expenses for equipment and services for use in the Designated BTAs (including up to [*] to finance up to [*] of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and such Advance, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears on (x) the last day of such Interest Period if the applicable Interest Period is one, two or three months, or the date of this Agreement until [*] days which is three months after the first day of the Interest Period and the last date of this Agreement the Interest Period if the applicable Interest Period is six months, (subject y) the date on which such Advance shall be Converted or repaid or prepaid, in whole or in part (together with applicable Breakage Costs), and (z) the Maturity Date with respect to documentation reasonably acceptable such Advance. (iii) If the Credit Facility is repaid by the Borrower in full prior to the Administrative Agent)first anniversary of the Closing Date and the Commitments of the Lenders are terminated, to make intercompany loans from then so long as Nortel is the Borrower to either or both [*] PCS and [*]/Omnipointonly Lender at that time, which loans (I) [*] (II) [*] (III) [*] (IV) [*] --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 of Facility A shall be made either (A) directly to the third party to whom the Permitted Third-Party Expense is owing, (B) Nortel will refund to the Borrower to reimburse the Borrower difference between the interest which would have accrued on Facility A if the Applicable Margin for Permitted Third-Party Expenses paid by such time had been (i) three percent (3%) above LIBOR for LIBOR Loans and (ii) two percent (2%) over the BorrowerBase Rate for Base Rate Loans, provided that the Administrative Agent shall have received satisfactory evidence of such payment or (C) to the Borrower to be loaned in accordance with subsection (a)(ii)(B) aboveas applicable.

Facility A. (i) Subject to the limitations terms and conditions contained herein and until the Termination Date, Lenders shall make loans to Borrower on a revolving basis in amounts requested by Borrower from time to time (the “Facility A Loans” and each, a “Facility A Loan”) in an aggregate amount outstanding at any time not to exceed the lesser of $10,000,000.00 or the amount permitted by paragraph (f) of this Section 2.02. In addition, each Facility A Loan shall be in an aggregate amount that is an integral multiple of $100,000.00, and no such Facility A Loan shall be less than the Minimum Loan. Facility A Loans may, upon request of Lenders, be evidenced by a Revolving Loan Note in the form attached hereto as Exhibit A. Subject to availability, at Borrower’s request, L/C Issuer will issue documentary letters of credit (each, a “Documentary Letter of Credit”) up to an aggregate dollar amount outstanding at any one time of Four Million Dollars ($4,000,000.00) under Facility A, and any such drawdowns made under such Documentary Letters of Credit shall be funded by Facility A Loans at the time of such drawdown; provided, however, the amount of outstanding Loans and the face amount of outstanding Documentary Letters of Credit shall not at any time exceed the Maximum Amount. Each drawdown and any expense payable by Borrower in accordance with Exhibit J hereto under any such Documentary Letter of Credit shall constitute a Loan under Facility C from the date of such drawdown to the first day of the next succeeding calendar month, at which time such Facility C Loan shall be refunded under Facility A and each Lender shall fund its respective Applicable Percentage of such Facility A Loan. Borrower shall deliver to L/C Issuer a completed and executed application form together with such other documents in the forms then required by L/C Issuer prior to the issuance of any Documentary Letter of Credit. In the event of any inconsistency between L/C Issuer’s required forms and this Agreement, the proceeds of Facility A Advances for Tranche 1 of Facility A shall be available (Mortgages and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All Facility A Advances under Tranche 1 of Facility A shall be made either (A) by credit against the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrower to reimburse the Borrower for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided thatAssignments, the Administrative Agent shall have received satisfactory evidence provisions of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Lenders at the time the BTA is proposed for acceptance as a Designated BTA. (ii) Subject to the limitations in this Agreement, the proceeds of Facility A Advances for Tranche 2 of Facility A shall be available (Mortgages and the Borrower Assignments shall use such proceeds): (A) for prevail. In addition, the payment when due special provisions of certain invoices for Permitted Third-Party Expenses for equipment Exhibit J shall apply to any and services for use in the Designated BTAs (including up to [*] to finance up to [*] all Documentary Letters of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) from the date of this Agreement until [*] days after the date of this Agreement (subject to documentation reasonably acceptable to the Administrative Agent), to make intercompany loans from the Borrower to either or both [*] PCS and [*]/Omnipoint, which loans (I) [*] (II) [*] (III) [*] (IV) [*] --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 of Facility A shall be made either (A) directly to the third party to whom the Permitted Third-Party Expense is owing, (B) to the Borrower to reimburse the Borrower for Permitted Third-Party Expenses paid by the Borrower, provided that the Administrative Agent shall have received satisfactory evidence of such payment or (C) to the Borrower to be loaned in accordance with subsection (a)(ii)(B) aboveCredit.

Facility A. Each Facility A Lender severally agrees, on the terms and conditions hereinafter , to make advances (the "Facility A Advances") to the Borrower of up to an aggregate principal amount not to exceed such Facility A Lender's Facility A Commitment on any Business Day from the date hereof until the Facility A Commitment Termination Date. Each Facility A Loan shall be in an amount equal to at least $1,000,000 (or, if less, the aggregate remaining unused amounts of all Facility A Lenders' Facility A Commitments) (unless such Facility A Loan is made in order to pay Nortel any amount owing to Nortel or any Affiliate thereof, in which case there shall be no minimum amount for such Facility A Advance) and shall consist of Facility A Advances of the same Type made on the same day by the Facility A Lenders ratably according to their respective Facility A Commitments. In no event shall the aggregate principal amount of all Facility A Advances outstanding on any date exceed the lesser of: (i) Subject the Facility A Maximum Commitments as of such date, and (ii) the Facility A Borrowing Base as of such date. Notwithstanding the immediately preceding sentence, for the period from the date of this Agreement to and including 180 days after the limitations in date of this Agreement, the proceeds aggregate outstanding principal balance of Facility A Advances for Tranche 1 of Facility A shall be available (and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All Facility A Advances under Tranche 1 2 may exceed the Facility A Borrowing Base for Tranche 2 of Facility A shall be made either (A) by credit against , but not the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrower to reimburse the Borrower for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided that, the Administrative Agent shall have received satisfactory evidence of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Lenders at the time the BTA is proposed for acceptance as a Designated BTA. (ii) Subject to the limitations in this Agreement, the proceeds of Facility A Advances Maximum Commitments for Tranche 2 of Facility A (the "Overadvance") provided that, (I) the Overadvance shall be available (and the Borrower shall use such proceeds): (A) for the payment when due of certain invoices for Permitted Third-Party Expenses for equipment and services for use not exceed at any one time $20,000,000 in the Designated BTAs aggregate, (including up to [*] to finance up to [*] II) any such Overadvance shall consist of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) from the date of this Agreement until [*] days after the date of this Agreement (subject to documentation reasonably acceptable to the Administrative Agent), to make intercompany loans from the Borrower to either or both [*] Wichita PCS and [*]/OmnipointD&E/Omnipoint, which loans: (I1) [*]shall be used by Wichita PCS and D&E/Omnipoint, respectively, for the payment to Nortel for Nortel Goods and Services used in the Wichita BTAs and the Denver & Ephrata BTAs, respectively; (II2) [*]are evidenced by Intercompany Notes that constitute Collateral hereunder; and (III3) [*] (IV) [*] --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 are repaid within 180 days of Facility A shall be made either (A) directly to the third party to whom the Permitted Third-Party Expense is owing, (B) to the Borrower to reimburse the Borrower for Permitted Third-Party Expenses paid by the Borrower, provided that the Administrative Agent shall have received satisfactory evidence date of such payment or (C) to the Borrower to be loaned in accordance with subsection (a)(ii)(B) above.this Agreement; and

Facility A. Each Facility A Lender severally agrees, on the terms and conditions hereinafter , to make advances (ithe "Facility A Advances") Subject to the limitations Borrower of up to an aggregate principal amount not to exceed such Facility A Lender's Facility A Commitment on any Business Day from the date hereof until the Facility A Commitment Termination Date. Each Facility A Loan shall be in this Agreementan amount equal to at least $1,000,000 (or, if less, the proceeds aggregate remaining unused amounts of all Facility A Lenders' Facility A Commitments) (unless such Facility A Loan is made in order to pay Nortel any amount owing to Nortel or any Affiliate thereof, in which case there shall be no minimum amount for such Facility A Advance) and shall consist of Facility A Advances for Tranche 1 of the same Type made on the same day by the Facility A shall be available (and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related Lenders ratably according to their telecommunications businesses (including up to respective Facility A Commitments. In no event shall the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All aggregate principal amount of all Facility A Advances under Tranche 1 of outstanding on any date exceed the lesser of: (i) the Facility A shall be made either (A) by credit against the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrower to reimburse the Borrower for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided that, the Administrative Agent shall have received satisfactory evidence Maximum Commitments as of such payment. For markets which constitute Designated BTAs on the Closing Datedate, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Lenders at the time the BTA is proposed for acceptance as a Designated BTA.and (ii) Subject to the limitations in this Agreement, the proceeds of Facility A Advances for Tranche 2 Borrowing Base as of Facility A shall be available (and such date. Notwithstanding the Borrower shall use such proceeds): (A) immediately preceding sentence, for the payment when due of certain invoices for Permitted Third-Party Expenses for equipment and services for use in the Designated BTAs (including up to [*] to finance up to [*] of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) period from the date of this Agreement until to and including [*] days after the date of this Agreement Agreement, the aggregate outstanding principal balance of Facility A Advances under Tranche 2 may exceed the Facility A Borrowing Base for Tranche 2 of Facility A, but not the Facility A Maximum Commitments for Tranche 2 of Facility A (subject to documentation reasonably acceptable to the Administrative Agent)"Overadvance") provided that, to make intercompany (I) the Overadvance shall not exceed at any one time [*] in the aggregate, (II) any such Overadvance shall consist of loans from the Borrower to either or both [*] PCS and [*]/Omnipoint, which loans (I) [*] (II) [*] (III) [*] (IV) [*] : --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 of Facility A SEC (1) shall be made either used by [*] PCS and [*]/Omnipoint, respectively, for the payment to Nortel for Nortel Goods and Services used in the [*] BTAs and the [*] BTAs, respectively; (A2) directly to are evidenced by Intercompany Notes that constitute Collateral hereunder; and (3) are repaid within [*] days of the third party to whom the Permitted Third-Party Expense is owing, (B) to the Borrower to reimburse the Borrower for Permitted Third-Party Expenses paid by the Borrower, provided that the Administrative Agent shall have received satisfactory evidence date of such payment or (C) to the Borrower to be loaned in accordance with subsection (a)(ii)(B) above.this Agreement; and