AMENDMENT NO. 1
Exhibit 10.2
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of December 16, 2005 among SPRINT NEXTEL CORPORATION (formerly known as Sprint Corporation) (the Company), SPRINT CAPITAL CORPORATION (Sprint Capital and together with the Company, the Borrowers) and the Lenders executing this Amendment No. 1 on the signature pages hereto.
The Borrowers, the lenders party thereto (including the Lenders executing this Amendment No. 1 on the signature pages hereto), and Citibank, N.A., as Administrative Agent, are parties to a 364-Day Credit Agreement dated as of June 21, 2005 (as modified and supplemented and in effect from time to time, the Credit Agreement), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said lenders to the Borrowers in an aggregate principal or face amount not exceeding $1,000,000,000.
The Borrowers and the Lenders party hereto wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the execution hereof by the Borrowers and Lenders party to the Credit Agreement constituting the Required Lenders, but effective as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to this Agreement (and indirect references such as hereunder, hereby, herein and hereof) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definition in the appropriate alphabetical location (to the extent not already included in said Section 1.01):
Sprint Nextel Credit Agreement means the Credit Agreement to be dated on or about December 19, 2005 among the Company, Nextel Communications, Inc., Sprint Capital, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as modified and supplemented and in effect from time to time.
Amendment No. 1
2.03. Subsidiary Debt. Section 5.02(e)(vi) of the Credit Agreement is hereby amended in its entirety to read as follows:
(vi) other Debt in an aggregate amount not to exceed $200,000,000 at any one time outstanding (and, in the case of Nextel Communications, Inc., Debt under the Sprint Nextel Credit Agreement),
Section 3. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.
Amendment No. 1
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to be duly executed and delivered as of the day and year first above written.
SPRINT NEXTEL CORPORATION | ||
By: | /s/ Richard S. Lindahl | |
Name: | Richard S. Lindahl | |
Title: | Vice President & Treasurer | |
SPRINT CAPITAL CORPORATION | ||
By: | /s/ Richard S. Lindahl | |
Name: | Richard S. Lindahl | |
Title: | Vice President & Treasurer |
Amendment No. 1
- 3 -
LENDERS | ||
Bank of America, N.A. | ||
By | /s/ Scott Conner | |
Name: | Scott Conner | |
Title: | Vice President | |
Citibank, N.A. | ||
By | /s/ Freddy Boom | |
Name: | Freddy Boom | |
Title: | Director | |
Deutsche Bank AG New York Branch | ||
By | /s/ David Dickinson | |
David Dickinson | ||
Director | ||
By | /s/ Andreas Neumeier | |
Andreas Neumeier | ||
Director | ||
Fifth Third Bank | ||
By | /s/ Megan S. Heisel | |
Name: | Megan S. Heisel | |
Title: | Fifth Third Bank | |
JPMORGAN CHASE BANK, N.A. | ||
By | /s/ Tracey Navin Ewing | |
Name: | Tracey Navin Ewing | |
Title: | Vice President |
Amendment No. 1
- 4 -
KeyBank National Association | ||
By | /s/ Daniel DiMarco | |
Name: | Daniel DiMarco | |
Title: | Assistant Vice President | |
LEHMAN BROTHERS BANK, FSB | ||
By | /s/ Janine M. Shugan | |
Name: | Janine M. Shugan | |
Title: | Authorized Signatory | |
MERRILL LYNCH BANK USA | ||
By | /s/ Louis Alder | |
Name: | Louis Alder | |
Title: | Director | |
The Northern Trust Company | ||
By | /s/ Preeti Sullivan | |
Name: | Preeti Sullivan | |
Title: | Vice President | |
UMB Bank, n.a. | ||
By | /s/ David A. Proffitt | |
Name: | David A. Proffitt | |
Title: | Senior Vice President | |
Wachovia Bank, N.A. | ||
By | /s/ Scott Suddreth | |
Name: | Scott Suddreth | |
Title: | Vice President |
Amendment No. 1
- 5 -
Wells Fargo Bank, N.A. | ||
By | /s/ Thiplada Siddiqui | |
Name: | Thiplada Siddiqui | |
Title: | Vice President | |
By | /s/ Peter Martinets | |
Name: | Peter Martinets | |
Title: | Vice President | |
WILLIAM STREET | ||
COMMITMENT CORPORATION | ||
(Recourse only to assets of William Street | ||
Commitment Corporation) | ||
By | /s/ Mark Walton | |
Name: | Mark Walton | |
Title: | Assistant Vice President |
Amendment No. 1
- 6 -