Attached files

file filename
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 1350 - SPRINT Corpsprintcorpsept-2016ex321.htm
10-Q - FORM 10-Q - SPRINT Corpsprintcorp9-30x1610q.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 1350 - SPRINT Corpsprintcorpsept-2016ex322.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) - SPRINT Corpsprintcorpsept-2016ex312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) - SPRINT Corpsprintcorpsept-2016ex311.htm
EX-12 - RATIO OF EARNINGS TO COMBINED FIXED CHARGES - SPRINT Corpsprintcorpsept-2016ex12.htm
EX-10.3 - INCREMENTAL AGREEMENT NO. 1 DATED JUNE 29, 2016 - SPRINT Corpsprintcorpsept-2016ex103.htm
EX-10.1 - EVIDENCE OF TURNAROUND INCENTIVE AWARD REST. STOCK UNITS - SPRINT Corpsprintcorpsept-2016ex101.htm


Exhibit 10.2


FIRST AMENDMENT TO THE CREDIT AGREEMENT
This First Amendment to the Credit Agreement (this “Amendment”), dated as of June 29, 2016, is made among Sprint Communications, Inc., (the “Borrower”), and Mizuho Bank, Ltd. (the “Administrative Agent”), as administrative agent and lender.

RECITALS
A.    This Amendment amends the Credit Agreement, dated as of April 28, 2016, among the Borrower, the other Loan Parties party thereto, each Lender from time to time party thereto, and Mizuho Bank, Ltd., as administrative agent (as the same may be amended or supplemented from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein have the meanings as defined in the Credit Agreement.
B.    The Lenders, by the execution of this Amendment, hereby consent to the amendments to the Credit Agreement hereunder in accordance with Section 9.02(b)(v) of the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:
1.    Amendments.

(a)The definition of “Required Lenders” in Section 1.01 of the Credit Agreement is hereby replaced in its entirety with the following:

““Required Lenders” means two or more Lenders (unless there is only a single Lender, in which case, such Lender) having outstanding Loans (if any) and unused Commitments representing, in the aggregate, more than 50% of the sum of the total Loans and unused Commitments at such time.”

2.    Miscellaneous.

(a)    Effective Date. The effective date of this Amendment is June 29, 2016 (the "Effective Date").

(b)    Full Force and Effect. Except as expressly amended by Section 1 above, all terms and conditions of the Credit Agreement shall remain in full force and effect.

(c)    Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

(d)    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in 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 Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Pages Follow]








IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

                        
SPRINT COMMUNICATIONS, INC., 
    as Borrower
 
By:
 
/s/ Janet M. Duncan
 
Name: Janet M. Duncan
 
Title: Vice President and Treasurer



































Signature Page to First Amendment to the Credit Agreement







                        
MIZUHO BANK, LTD.,
    as Lender
By:
 
/s/ Nobuhide Hayashi
 
Name: Nobuhide Hayashi
 
Title: President & CEO












































Signature Page to First Amendment to the Credit Agreement






NEW PARENT GUARANTOR:
SPRINT CORPORATION

By:

/s/ Janet M. Duncan             
Name: Janet M. Duncan
Title: Vice President and Treasurer













































Signature Page to First Amendment to the Credit Agreement








GUARANTORS:

TEXAS UNWIRED

By: Louisiana Unwired, LLC,
its Partner

By:    /s/ Janet M. Duncan        
Name: Janet M. Duncan
Title: Vice President and Treasurer

By: SprintCom, Inc.,
its Partner

By:    /s/ Janet M. Duncan        
Name: Janet M. Duncan
Title: Vice President and Treasurer



C FON CORPORATION

By:

/s/ Janet M. Duncan            
Name: Janet M. Duncan
Title: Assistant Treasurer



UNITED TELECOMMUNICATIONS, INC.

By:

/s/ Janet M. Duncan            
Name: Janet M. Duncan
Title: Assistant Treasurer


EACH OF THE OTHER GUARANTORS LISTED ON ANNEX I ATTACHED HERETO


By:

/s/ Janet M. Duncan            
Name: Janet M. Duncan
Title: Vice President and Treasurer


Signature Page to First Amendment to the Credit Agreement









                        
MIZUHO BANK, LTD.,
    as Administrative Agent
By:
 
/s/ Nobuhide Hayashi
 
Name: Nobuhide Hayashi
 
Title: President & CEO


































Signature Page to First Amendment to the Credit Agreement