SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 20, 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. and the several banks and other
financial institutions and entities from time to time parties thereto
(collectively, the "Lenders") and Bank of America NT&SA, 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 l.1 of
the Credit Agreement is hereby amended by adding the following new definition in
correct alphabetic order.
"'Capitalized Interest Loan' as defined in Subsection 2.7(d)."
(b) Subsection 2.2(a) of the Credit Agreement is hereby
amended by deleting the proviso contained in the first sentence thereof in its
entirety and inserting in lieu thereof the following new proviso:
"provided that no more than two borrowings may be made here-
under during any of the successive one-month periods
following the Initial Borrowing Date"
(c) Subsection 2.7(d) of the Credit Agreement is hereby
amended by (i)deleting clause (ii) thereof in its entirety and inserting in lieu
thereof 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."
and (ii) inserting the following sentence to the end of such subsection:
"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)."
(d) Subsection 6.1(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."
(e) Subsection 6.1(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.
(f) Section 1 of Schedule I to the Credit Agreement is here-
by amended by deleting clauses (v) and (vi) of the definition of "Phase II
Commitment Period" contained therein and inserting in lieu thereof the following
new clauses:
"(v) the Borrower has drawn $800,000,000 hereunder and drawn
or utilized substantially all of the Bona Fide Commitments
described in the definition of Phase I Commitment Period
(excluding any portion of the Bank Credit Facilities or any
other such Bona Fide Commitments which has not been utilized
as a result of a determination by the Borrower that the actual
utilization of other sources of funding available to the
Borrower was not in the Borrower's best interest) and (vi)
there are then at least 60,000,000 Covered POPS"
(g) Section 2 of Schedule I to the Credit Agreement is here-
by amended by deleting such Section in its entirety and substituting in lieu
thereof the following:
"2. Use of Proceeds.
The Proceeds of the Loans shall be used to finance the
purchase of goods and services provided by the Vendor under
the Vendor Procurement Contract associated with the build-out
of the Borrower's national wireless telecommunications system;
provided that the aggregate amount of Loans which shall have
been made to finance Soft Costs shall not exceed (a) at any
time prior to the commencement of the Phase II Commitment
Period $250,000,000 and (b) from and after the commencement of
the Phase II Commitment Period the greater of (i) $250,000,000
and (ii) 30% of the value of all cumulative non-cancelable
orders placed by the Borrower under the Vendor Procurement
Contract subsequent to the execution thereof which have
deliveries required within 120 days from the date the order
was placed; provided that in no event shall the aggregate
amount of Loans made to finance Soft Costs exceed
$300,000,000.
3. Agreement of Lender. The Lenders hereby agree that the
modifications to subsection 6.1(f) and (g)set forth in this Agreement 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 Agree-
ment are and shall remain in full force and effect.
5. Uncapitalized Accrued Interest. The interest on each
Specified Loan accrued between September 30, 1997, and the date of this Amend-
ment shall be capitalized and added to the principal amount of the Specified
Loan on which such capitalized interest shall have accrued. Such capitalization
shall occur on ecember 31, 1997.
6. Effectiveness. This Amendment shall become effective
upon (a)receipt by the 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 subsection 6.1(f)and (g)set forth in this
Amendment, and (c) the effectiveness of amendments causing identical modifi-
cations to subsections 6.1(f) and (g) of the Other Vendor Credit Facility and
the Bank Credit Facility.
7. 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
BANK OF AMERICA NT&SA,
as Agent
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
BANK OF AMERICA NT&SA,
as a Lender
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
NORTHERN TELECOM INC.
as a Lender
By: /s/ Xxxxxxx X. XxXxxxxx
Name: Xxxxxxx X. XxXxxxxx
Title: Director, Customer Finance
BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Credit Operations Manager
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXPORT DEVELOPMENT CORP.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director, Financial Services
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: International Contracts Specialist
GULF INTERNATIONAL BANK B.S.C.
By: /s/ Abdel-Fattah Tahoun
Name: Xxxxx Xxxxxx Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
ING BARING (U.S.) CAPITAL CORP
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX BANK, LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxx XxXxxxxxx
Name: Xxxxxxx XxXxxxxxx
Title: Associate
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxx Xxxxxxxxx Xxxxxxxx
Name: Xxxx Xxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
NTFC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Manager
ROYALTON COMPANY
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
