W I T N E S S E T H :
Exhibit 10.3
Execution Copy
WAIVER, dated as of September 9, 2013 (this Waiver), under the Credit Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) (the Borrower), the lenders party thereto (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent).
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Required Lenders waive certain provisions of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise defined in this Waiver, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein.
2. Waiver. The Required Lenders hereby waive the Borrowers compliance with the Total Indebtedness Ratio required under Section 6.05(a) of the Credit Agreement as at the last day of the fiscal quarter ending September 30, 2013 and any Default or Event of Default arising from the failure to so comply with such Total Indebtedness Ratio as at such date, solely to the extent such failure to comply results from the incurrence of Indebtedness in an aggregate principal amount of not more than $4,500,000,000. The Borrower shall maintain on deposit with a Lender or Lenders in a segregated reserve account at least $3,500,000,000 until the earlier of (i) the use of such amount to prepay, redeem, repurchase or otherwise retire Existing WiMax Indebtedness (plus related interest, fees and premium) and (ii) December 31, 2013. The foregoing waiver shall expire and be of no further force or effect on December 31, 2013.
3. Effectiveness of Waiver. This Waiver shall become effective as of the date the Administrative Agent shall have received counterparts of this Waiver duly executed by the Borrower and the Required Lenders.
4. Continuing Effect; No Other Waivers. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The waiver provided for herein is limited to the specific subsection of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agents or the Lenders willingness to consent to any action requiring consent under any other provisions of the Credit Agreement or the same Section for any other date or time period.
5. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Waiver, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
6. Counterparts. This Waiver may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Waiver by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
7. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
SPRINT COMMUNICATIONS, INC., as Borrower | ||
By: | /s/ Greg D. Block | |
Name: Greg D. Block Title: Vice President and Treasurer |
JPMorgan Chase Bank, N.A., as Administrative Agent and as Lender | ||
By: | /s/ Tina Ruyter | |
Name: Tina Ruyter Title: Executive Director |
CITIBANK, N.A., as Lender | ||
By: | /s/ Elizabeth Minnella Gonzalez | |
Name: Elizabeth Minnella Gonzalez Title: Vice President & Managing Director |
BANK OF AMERICA, N.A., as Lender | ||
By: | /s/ Christopher T. Ray | |
Name: Christopher T. Ray Title: Director |
BARCLAYS BANK PLC, as Lender | ||
By: | /s/ Nicholas Versandi | |
Name: Nicholas Versandi Title: Assistant Vice President |
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender | ||
By: | /s/ Tanya Crossley | |
Name: Tanya Crossley Title: Managing Director | ||
By: | /s/ Amy Trapp | |
Name: Amy Trapp Title: Managing Director |
DEUTSCHE BANK AG NEW YORK BRANCH, as Lender | ||
By: | /s/ Yvonne Tilden | |
Name: Yvonne Tilden Title: Director | ||
By: | /s/ Ming K. Chu | |
Name: Ming K. Chu Title: Vice President |
GOLDMAN SACHS BANK USA, as Lender | ||
By: | /s/ Michelle Latzoni | |
Name: Michelle Latzoni Title: Authorized Signatory |
ROYAL BANK OF CANADA, as Lender | ||
By: | /s/ D. W. Scott Johnson | |
Name: D. W. Scott Johnson Title: Authorized Signatory |
CREDIT SUISSE AG, Cayman Islands Branch as Lender | ||
By: | /s/ Mikhail Faybusovich | |
Name: Mikhail Faybusovich Title: Authorized Signatory | ||
By: | /s/ Jean-Marc Vauclair | |
Name: Jean-Marc Vauclair Title: Authorized Signatory |
THE BANK OF NOVA SCOTIA, as Lender | ||
By: | /s/ Kimberley Snyder | |
Name: Kimberley Snyder Title: Director |
WELLS FARGO BANK, N.A., as Lender | ||
By: | /s/ Marguerite Burtzleff | |
Name: Marguerite Burtzleff Title: Managing Director |