letters, dated the date hereof, and the Term Sheet are the only agreements

 

                                                                    EXHIBIT 10.8

Northern Telecom Inc.          Tel: (615) 734-4000
Northern Telecom Plaza                                        
200 Athens Way
Nashville, Tennessee
U.S.A. 37228-1397

                                                                     [LOGO]
                                                                NORTHERN TELECOM

June 11, 1996

Sprint Spectrum L.P.
4717 Grand Avenue
Kansas City, Missouri 64114

Attention: Bob Neumeister

Ladies and Gentlemen:

Sprint Spectrum L.P., a Delaware limited partnership (the "Borrower" or "you"),
has advised Northern Telecom Inc. (the "Vendor" or "we") that the Borrower has
need for a credit facility in the amount of up to $1,300,000,000 in connection
with the purchase of goods and services to be provided by or through the Vendor
in connection with the build-out of the Borrower's national wireless network
(the "Project"). You have requested that the Vendor provide such credit facility
(the "Credit Facility"), and you and we have engaged in extensive negotiations
concerning the principal terms of such a Credit Facility.

Attached hereto as Exhibit A to this letter is a Statement of Terms and
                   ---------                                             
Conditions (the "Term Sheet") setting forth, as negotiated, the principal terms
and conditions on and subject to which the Vendor is willing to make the Credit
Facility available and the Borrower is willing to incur, secure and repay the
financing described therein. Capitalized terms used but not defined herein shall
have the meanings given to them in the Term Sheet.

In agreeing to provide the Credit Facility, we have assumed and relied, without
independent verification, upon the accuracy and completeness of all financial
and other information provided to us by the Borrower and its advisors. We have
further assumed that the Sprint Spectrum Business Plan Overview, dated March
1996, has been approved by the Partnership Board of Sprint Spectrum Holding
Company, L.P. With respect to financial forecasts and projections, we have
assumed that such financial forecasts and projections have been reasonably
prepared using the best currently available estimates and judgments of the
Borrower and its advisors.

In addition to the conditions to the availability of the Credit Facility set
forth in the Term Sheet, the Vendor's commitment to enter into the Credit
Facility is subject to (a) completion of the Vendor's ongoing due diligence
investigation relating to the Borrower and the Project and the results of such
due diligence investigation being satisfactory to the Vendor; (b) there not
having occurred any material adverse change (as defined in the Term Sheet); and
(c) the negotiation, execution and delivery of definitive documentation relating
to the Credit Facility and the security therefore satisfactorv in form and
substance to the Vendor and its counsel.

By executing this letter, you and we acknowledge that this letter, the side
letters, dated the date hereof, and the Term Sheet are the only agreements
between you and the undersigned with respect to the Credit Facility and set
forth the principal terms and conditions thereof, and that any additional terms
and conditions will not be inconsistent with the terms and conditions set forth
herein, in the side letter and in the Term Sheet. This letter may not be amended
except pursuant to a writing signed by each of the parties hereto. This letter
shall be governed by, and construed in accordance with, the laws of the State of
New York.

You agree that this commitment letter is for your confidential use only and
neither this commitment letter nor the Term Sheet, nor the contents thereof,
will he disclosed by you without the prior written consent of the Vendor to any
person other than your accountants, attorneys and other advisors and each of the
Parents and their respective accountants, attorneys and other advisors, in each
case only in connection with the transactions contemplated hereby and on a
confidential hasis.

If you are in agreement with the foregoing, please sign and return to the
undersigned the enclosed copies of this letter. The commitment evidenced by
this letter will expire if we have not received a signed counterpart of this
letter by June 21, 1996.

We look forward to working with you on this transaction.

Very truly yours,

NORTHERN TELECOM INC.

By: /s/ D.A. Twyver
    -----------------------
Title: Vice President
       --------------------

Accepted and agreed to as of the date 
first above written.

SPRINT SPECTRUM L.P.

    
By:  /s/ Ronald T. LeMay
    -----------------------     
Title: CEO
      ---------------------

                             SPRINT SPECTRUM L.P.

                            VENDOR CREDIT FACILITY

                            (NORTHERN TELECOM INC.)

                        Summary of Terms and Conditions

                                 June 11, 1996

                             --------------------

I.   Parties
     -------
 Borrower:              Sprint Spectrum L.P. (the "Borrower").
                                                   --------  
 Lenders:               Northern Telecom Inc. or any affiliate of Northern
                        Telecom Inc. the obligations of which shall have been
                        guaranteed by Northern Telecom Inc. (the "Vendor"). At
                                                                  ------
                        or subsequent to the Closing Date (as defined below) the
                        Vendor may assign (in accordance with the provisions of
                        "Assignments and Participations" below) portions of the
                        credit facility described herein (the "Credit Facility")
                                                               ---------------
                        to one or more Eligible Lenders (as defined below)
                        (together with the Vendor, the "Lenders").
                                                        -------
II. The Credit Facility
    ------------------- 

 Vendor's Commitment;   The Vendor will commit (the "Commitment") to 
 Type and Amount of     provide a multiple drawdown term loan facility in the 
 Facility:              amount set forth on Annex A hereto (the loans
                        thereunder, the "Loans").
                                         ----- 

 Purpose:               As set forth on Annex A hereto.

 Availability:          The Loans shall be made on not more than one drawdown
                        date per month during the period commencing on the date
                        of the initial drawdown and ending on the fifth
                        anniversary of such date (but in no event later than
                        December 31, 2000). The Credit Facility will terminate
                        if no Loans are drawn by March 31, 1997.

III. General Payment Provisions
     --------------------------

 Amortization:          The Loans made during each of the five consecutive one-
                        year periods following the date of the initial drawdown
                        (each, a "Borrowing Year") shall be repayable in 20
                        consecutive quarterly installments, commencing on the
                        date which is 39 months after the last day of such
                        Borrowing Year and ending on the date which is eight
                        years after such last day, in an aggregate amount for
                        each year following such last day set forth below equal
                        to the percentage set forth opposite such year
                        multiplied by the aggregate principal amount of the
                        Loans made during such Borrowing Year (with the
                        installments during each such year being equal in
                        amount):

                              Year                Percentage 
                              ----                ----------
                                                             
                                4                     10%    
                                5                     15     
                                6                     20     
                                7                     25     
                                8                     30      

 Interest Rates and     As set forth on Annex A hereto:
 Interest Payment
   Dates:

 Capitalization         Interest will accrue on each Loan from the date of
 of Interest:           drawdown thereof. No interest will be payable in cash on
                        the Loans made during any Borrowing Year until the first
                        applicable interest payment date following the first
                        anniversary of the last day of such Borrowing Year.
                        Prior to such first anniversary, accrued interest will
                        be capitalized quarterly and will bear interest at the
                        rate applicable to the related Loan.

 Optional Prepayments:  Loans may be prepaid by the Borrower in minimum amounts
                        of $10,000,000. Optional prepayments of the Loans shall
                        be applied pro rata to the then remaining installments
                                   --- ----
                        thereof.     

 Mandatory Prepayments: 100% of the net cash proceeds of any sale or other
                        disposition by the Borrower or any of its Restricted
                        Subsidiaries (as defined below) of any material assets
                        that are not reinvested in the Borrower's business
                        within 270 days after receipt thereof shall be used to
                        prepay ratably the Loans and (to the extent required by
                        such other indebtedness or the Borrower determines to do
                        so) all other indebtedness secured by such assets. The
                        Credit Documentation (as defined below) will contain
                        provisions requiring the Borrower to give notice to the
                        Lenders, at the time of any such asset sale or other
                        disposition, if it intends to reinvest the proceeds
                        thereof in its business, and to provide evidence that
                        such reinvestment has been accomplished within 270 days
                        after receipt of such proceeds. To the extent the net
                        cash proceeds of such sale or other disposition exceed
                        $100,000,000, such excess shall be deposited in a cash
                        collateral account with the Trustee (as defined below),
                        to be disbursed therefrom as and when such reinvestments
                        are made or, as the case may be, such prepayment is
                        required.

                        If the Borrower shall make any voluntary prepayment of
                        the other Vendor Financing (as defined below) or a
                        voluntary prepayment of term loans under the Bank
                        Credit Facilities (as defined below) or a voluntary
                        reduction of the revolving credit commitments under the
                        Bank Credit Facilities (except to the extent that the
                        amount of such reduction does not exceed the amount, if
                        any, by which the commitments in effect immediately
                        prior to such reduction exceeds the then outstanding
                        revolving credit loans), it shall (unless the same shall
                        have been made in connection with a Permitted
                        Refinancing (as defined below)) make a mandatory
                        prepayment of the Loans in a ratable amount. A
                        "Permitted Refinancing" shall mean (a) a refinancing of
                         ---------------------
                        any Vendor Financing other than the Credit Facility,
                        provided that the Vendor is given the option to have its
                        --------
                        Loans repaid pro rata with the lenders under such other
                                     --- ----
                        Vendor Financing on substantially equivalent terms and
                        conditions and (b)

                        any refinancing of the Bank Credit Facilities.

                        Each such prepayment of the Loans shall be applied pro
                                                                           ---
                        rata to the then remaining installments thereof.
                        ----

 Waiver of Set-Off:     The Borrower will not be entitled to set off any amount
                        owing to it by the Vendor under the procurement
                        agreement between the Vendor and the Borrower against
                        any amount payable by the Borrower under the Credit
                        Facility.

IV.     Collateral; Capital Contribution Agreement; Guarantees
        ------------------------------------------------------

 Collateral:            The assets of the Borrower and its Restricted
                        Subsidiaries related to the wireless business shall, for
                        collateral purposes, be allocated to one of the four
                        following categories: (i) PCS FCC licenses ("FCC
                                                                     ---
                        Licenses"), (ii) non-real property assets (the
                        --------
                        "Direct-Lien Assets") on which a lien can be perfected
                         ------------------
                        by a limited number of UCC and/or Federal filings and
                        deliveries of pledged instruments (such as accounts,
                        patents, trademarks, the Capital Contribution Agreement
                        (as defined below) and other general intangibles), (iii)
                        substantially all other personal property (which will
                        include equipment) ("Personal Propertv Assets") and (iv)
                                             ------------------------
                        all real estate interests other than Mortgaged
                        Properties (as defined below) ("Real Estate Assets").
                                                        ------------------
                        All FCC Licenses, Personal Property Assets and Real
                        Estate Assets will be acquired in or transferred to
                        separate, wholly owned, single purpose partnership
                        subsidiaries of the Borrower ("License Subsidiary",
                                                       ------------------
                        "Equipment Subsidiary," and "Real Estate Subsidiary",
                         --------------------        ----------------------
                        respectively). The Direct-Lien Assets and the Mortgaged
                        Properties will remain with the Borrower. Assets that
                        are acquired with purchase-money indebtedness permitted
                        by clause 1.(e) under "Negative Covenants" below
                        ("Permitted Purchase Money Indebtedness") will be owned
                          -------------------------------------
                        by the Borrower but will not constitute Collateral (as
                        defined below).

                        The obligations of the Borrower in respect of the Credit
                        Facility shall be secured by a perfected first priority
                        lien (the "Shared Lien") on (a) all the partnership
                        interests in the Equipment Subsidiary, the

                        License Subsidiary and the Real Estate Subsidiary, (b)
                        the Direct-Lien Assets and (c) any Mortgaged Properties.
                        All assets that are subject to the Shared Lien are
                        herein called the "Collateral".
                                           ----------

                        The Shared Lien will secure equally and ratably the
                        following indebtedness (the "Secured Debt"): (i) the
                                                     ------------
                        Bank Credit Facilities, (ii) all Vendor Financing, (iii)
                        other indebtedness of the Borrower for borrowed money
                        and interest rate swaps, (iv) indebtedness of the
                        Borrower (other than for borrowed money, but including
                        handset financing and refinancings of all indebtedness
                        referred to in this clause) in an aggregate amount not
                        to exceed $500,000,000 and (v) any refinancings of any
                        of the indebtedness described in clauses (i), (ii) and
                        (iii) above; provided that the Shared Lien will not
                                     --------
                        secure any (a) Permitted Purchase Money Indebtedness or
                        (b) indebtedness of the Borrower (other than the Credit
                        Facility) which is guaranteed by any of the Parents or
                        any other affiliate of the Borrower or which is the
                        beneficiary of any other credit enhancement provided
                        directly or indirectly by any of the Parents or any
                        other affiliate of the Borrower unless such indebtedness
                        refinances, or constitutes, (1) any Vendor Financing
                        other than the Credit Facility or (2) the Bank Credit
                        Facilities, and, in each case, the Vendor or its
                        assignee under the Credit Facility is given the option
                        to receive a guarantee or other credit enhancement on
                        substantially identical terms and conditions.

 Capital Contribution   The four ultimate partners of the Borrower (the
 Agreement:             "Parents") will enter into a capital contribution
                         -------                                         
                        agreement substantially in form and substance
                        satisfactory to the Borrower and the Vendor (the
                        "Capital Contribution Agreement"). The Parents shall
                         ------------------------------
                        have entered into the Capital Contribution Agreement as
                        a condition precedent to the signing of the Credit
                        Agreement.

Guarantees:             The Equipment Subsidiary, the License Subsidiary and the
                        Real Estate Subsidiary will each guarantee the Secured
                        Debt on a joint and several, pari passu basis (the
                                                     ---- -----
                        "Guarantees").
                         ----------

V. Certain Conditions
   ------------------

 Initial Conditions:    The availability of the Credit Facility shall be
                        conditioned upon satisfaction of, among other things,
                        the following conditions precedent (the date upon which
                        all such conditions precedent shall be satisfied, the
                        "Closing Date"):
                         ------------

                             1. The Borrower, the License Subsidiary, the
                        Equipment Subsidiary, the Real Estate Subsidiary and
                        each of the Parents (collectively, the "Credit Parties")
                                                                --------------
                        shall have executed and delivered definitive financing
                        documentation with respect to the Credit Facility
                        consistent with this Summary of Terms and Conditions
                        (the "Credit Documentation").
                              --------------------   

                             2. All 29 of the FCC Licenses acquired by a
                        subsidiary of the Borrower for the Borrower's use shall
                        have been paid for in full and shall have been
                        transferred to the License Subsidiary.

                             3. The Borrower shall have (i) entered into a
                        satisfactory collateral trust agreement pursuant to
                        which an independent trustee appointed by the Borrower
                        (the "Trustee") shall act as collateral trustee to hold
                              -------
                        all of the Collateral and the Guarantees for the benefit
                        of the holders of the indebtedness secured thereby in
                        accordance with the provisions described above, (ii)
                        executed and delivered to the Trustee satisfactory
                        security documents to create the liens on the Collateral
                        described above, (iii) completed all such filings and
                        other actions as is necessary to perfect such liens,
                        (iv) provided to the Trustee results of lien searches in
                        each of the offices where liens on the Collateral would
                        be recorded, revealing no liens on any of the Collateral
                        and (v) provided to the Vendor satisfactory evidence
                        that the Vendor and the Lenders are entitled to the
                        benefit of said collateral trust agreement.

                             4. The Vendor shall have received a satisfactory
                        business plan of the Borrower that shall have been
                        approved by the Parents.

                             5. The Vendor shall have received such legal
                        opinions (including FCC counsel to the Borrower),

                        documents and other instruments as are customary or
                        reasonably requested by the Vendor for transactions of
                        this type.

                             6. The amount of Contributed Capital (as defined
                        below) shall be at least $2.2 billion.

                             7. The Vendor shall have received audited financial
                        statements of the Borrower for the fiscal year ended
                        December 31, 1995.

                             8. The Vendor shall have received copies of all
                        documentation evidencing all Vendor Financing (other
                        than the Credit Facility) and the Bank Credit
                        Facilities; provided that the provisions thereof
                                    --------
                        relating to those matters covered by Annex A hereto
                        shall not be required to be delivered by the Borrower.

 On-Going Conditions:   The making of each Loan shall be conditioned upon (i)
                        all representations and warranties by the Credit Parties
                        in the Credit Documentation (including, without
                        limitation, the material adverse change and litigation
                        representations) being true and correct in all material
                        respects, (ii) there being no default or event of
                        default in existence at the time of, or after giving
                        effect to the making of, such Loan and (iii) the
                        Borrower not having terminated the Vendor's procurement
                        agreement with the Borrower with respect to future
                        orders unless prior to such termination the Borrower
                        shall have placed equipment orders with the Vendor in an
                        aggregate amount of at least the amount set forth on
                        Annex A hereto. As used herein and in the Credit
                        Documentation a "material adverse change" shall mean any
                        event, development or circumstance that has had or could
                        reasonably be expected to have a material adverse effect
                        on (a) the business, assets, results of operations or
                        financial condition of the Borrower and its Restricted
                        Subsidiaries taken as a whole, (b) the ability of the
                        Borrower to perform its obligations under the Credit
                        Documentation or (c) the validity or enforceability of
                        any of the Credit Documentation or the rights and
                        remedies of the Vendor and the Lenders thereunder.

VI. Representations, Warranties,
    Covenants and Events of Default
    -------------------------------

                        The Credit Documentation shall contain representations,
                        warranties, covenants and events of default customary
                        for financings of this type, including the following and
                        others reasonably satisfactory to the Borrower and the
                        Vendor (all of which will be substantially identical in
                        the documentation relating to each Vendor Financing):

Representations and     Accuracy of financial statements; material adverse 
Warranties:             change; partnership existence; compliance with law;
                        partnership power and authority; ownership of the
                        Borrower, the License Subsidiary, the Equipment
                        Subsidiary and the Real Estate Subsidiary; absence of
                        any material obligations or liabilities of the License
                        Subsidiary, the Equipment Subsidiary and the Real Estate
                        Subsidiary (other than the Guarantees); enforceability
                        of Credit Documentation; no conflict with law or
                        contractual obligations; no material litigation; no
                        default; ownership of property; liens; intellectual
                        property; no burdensome restrictions; taxes; FCC
                        compliance; existence and validity of all material
                        governmental consents and permits; Federal Reserve
                        regulations; ERISA; Investment Company Act;
                        subsidiaries; environmental matters; accuracy of
                        disclosure; and creation and perfection of security
                        interests. The foregoing representations and warranties
                        shall contain such materiality and other exceptions as
                        shall be reasonably satisfactory to the Borrower and the
                        Vendor.

Affirmative Covenants:  Delivery of financial statements (including annual
                        audited financial statements, quarterly unaudited
                        statements, quarterly operating budgets with comparisons
                        to actual for the current quarter and year-to-date and
                        the annual business plans prepared pursuant to the
                        Borrower's partnership agreement (in the case of the
                        annual business plans, the Borrower shall provide
                        personnel of the Borrower reasonably necessary to
                        discuss such business plans with the Lenders on a
                        reasonably timely basis)), reports, officers'
                        certificates (including, without limitation, a quarterly
                        officer's certificate certifying compliance with the
                        covenant relating to affiliate transactions

                        below) and other information reasonably requested by the
                        Lenders; payment of other obligations; continuation of
                        business and maintenance of existence and material
                        rights and privileges (provided that the Borrower will
                                               --------
                        be permitted to convert to corporate form if (a) after
                        giving effect to such conversion, (i) the Borrower shall
                        be in pro forma compliance with the financial covenants
                              --- -----
                        contained in the Credit Documentation (calculated as if
                        such conversion had occurred at the end of the then most
                        recently ended fiscal quarter for which financial
                        statements shall then have been delivered to the
                        Lenders), (ii) no Event of Default shall have occurred
                        and be continuing, and (iii) no material adverse change
                        shall have resulted from such conversion (it being
                        agreed that the fact that the Borrower would then be
                        subject to the payment of income taxes as a corporation
                        shall not, in and of itself, be deemed to constitute a
                        material adverse change) and (b) the following other
                        conditions shall be satisfied: (i) in the case the
                        resultant corporate Borrower is not a public company,
                        the Parents shall have entered into an agreement in
                        favor of the Trustee pursuant to which they will agree
                        that, so long as the Borrower remains a non-public
                        corporation, they will make capital contributions to the
                        Borrower in amounts equal to the excess, if any, of the
                        amount of income taxes payable by the Borrower (as a
                        corporation) over the amount of distributions that could
                        have been made to the Parents during the period (the
                        "Relevant Period") from the date of such conversion
                         ---------------
                        through the final maturity of the Loans pursuant to
                        6.(a) under "Negative Covenants" below if the Borrower
                        had remained a partnership during such period, (ii) in
                        the case the resultant corporate Borrower is a public
                        company, the Borrower shall have delivered to the
                        Lenders a certificate to the effect that the amount of
                        Federal, state and local income and franchise taxes
                        based upon income reasonably projected to be payable by
                        the Borrower as a corporation after such conversion will
                        not be materially greater than the sum of (x) the
                        aggregate amount of distributions that could be made to
                        the Parents during the Relevant Period pursuant to
                        paragraph 6.(a) under "Negative Covenants" below if the
                        Borrower had remained a partnership during the Relevant
                        Period (based on reasonable projections but

                        without regard to clause (ii) of paragraph 6.(a)) and
                        (y) the aggregate amount of taxes based upon income that
                        would have been payable by the Borrower during the
                        Relevant Period if the Borrower had remained a
                        partnership during the Relevant Period, (iii) any
                        write-offs and other deductions which shall have been
                        made in connection with any tax returns filed by the
                        Borrower prior to such conversion shall have been
                        consistent with past practice and (iv) neither the
                        Borrower nor its Parents shall have taken any
                        unreasonable action with the effect of decreasing the
                        income of the Borrower prior to such conversion and
                        increasing the future income of the Borrower after such
                        conversion); compliance with laws and material
                        contractual obligations (including obligations under FCC
                        Licenses); maintenance by the Borrower and its
                        Restricted Subsidiaries of property and liability
                        insurance in accordance with prevailing standards in the
                        industry; maintenance of books and records; notices of
                        defaults, litigation and other material events;
                        compliance with environmental laws; and agreement to
                        transfer any after-acquired FCC Licenses to the License
                        Subsidiary, to transfer any after-acquired Personal
                        Property Assets to the Equipment Subsidiary, to transfer
                        any after-acquired Real Estate Assets to the Real Estate
                        Subsidiary, to grant security interests in after-
                        acquired Direct-Lien Assets and to create a mortgage in
                        favor of the Trustee on any real property having a value
                        greater than $15,000,000 (a "Mortgaged Property"). The
                                                     ------------------ 
                        foregoing affirmative covenants shall contain such
                        materiality and other exceptions as shall be reasonably
                        satisfactory to the Borrower and the Vendor.
                        
Financial Covenants:    The Borrower and its Restricted Subsidiaries shall not
                        (see Section VIII below for certain definitions used
                        herein):

                        (a) Total Debt to Total Capitalization. Permit the
                            ----------------------------------
                            ratio of (i) Total Debt outstanding on any of the
                            dates set forth below to (ii) Total Capitalization
                            on such date to exceed the ratio set forth opposite
                            such date: 

                                  Date          Ratio
                                  ----          -----

                                 12/31/96        .50 to 1
                                 3/31/97         .55 to 1
                                 6/30/97         .55 to 1
                                 9/30/97         .57 to 1
                                 12/31/97        .57 to 1
                                 3/31/98         .60 to 1
                                 6/30/98         .61 to 1
                                 9/30/98         .61 to 1
                                 12/31/98        .61 to 1
                                 3/31/99         .62 to 1
                                 6/30/99         .64 to 1
                                 9/30/99         .66 to 1
                                 12/31/99        .68 to 1
                                 3/31/00         .69 to 1
                                 6/30/00         .69 to 1
                                 9/30/00         .70 to 1
                                 12/31/00        .70 to 1
                                 3/31/01         .70 to 1
                                 6/30/01         .70 to 1
                                 9/30/01         .70 to 1
                                 12/3l/01        .70 to 1

                        (b) Total Debt to Annualized Adjusted EBITDA. Permit 
                            ----------------------------------------
                            the ratio of (i) Total Debt outstanding on any of
                            the dates set forth below to (ii) Annualized
                            Adjusted EBITDA for the period ending on such date
                            to be more than the ratio set forth opposite such
                            date:

                                  Date          Ratio                        
                                  ----          -----        
                                                
                                 12/31/98       23.0 to 1    
                                 3/31/99        14.0 to 1     
                                 6/30/99        10.0 to 1      
                                 9/30/99         8.0 to 1      
                                 12/31/99        6.0 to 1      
                                 3/31/00         5.0 to 1      
                                 6/30/00         4.5 to 1      
                                 9/30/00         4.0 to 1      
                                 12/31/00        4.0 to 1       

(c) Total Debt to Annualized EBITDA. Permit the ratio of (i) Total Debt
    --------------------------------                                    
   outstanding on the last day of any fiscal quarter set forth below to (ii)

                            Annualized EBITDA for the period ending on such date
                            to exceed the ratio set forth opposite such date:
                            
                                  Date          Ratio      
                                  ----          -----      
                                                           
                                 12/31/00       11.0 to 1  
                                 3/31/01        8.5 to 1    
                                 6/30/01        7.5 to 1    
                                 9/30/01        7.0 to 1    
                                 12/31/01       6.0 to 1    
                                 Thereafter     5.0 to 1     

                        (d) Annualized EBITDA to Interest Expense. 
                            -------------------------------------
                            Permit the ratio of (i) Annualized EBITDA for the
                            period ending on any date set forth below to (ii)
                            Interest Expense for the four consecutive fiscal
                            quarters ending on such date to be less than the
                            ratio set forth below opposite such date:

                                  Date          Ratio      
                                  ----          -----      
                                                           
                                  3/31/01       1.25 to 1  
                                  6/30/01       1.25 to 1  
                                  9/30/01       1.50 to 1  
                                  12/31/01      2.00 to 1  
                                  3/31/02       2.25 to 1  
                                  6/30/02       2.25 to 1  
                                  Thereafter    2.50 to 1     

                        (e) Capital Expenditures. Permit Capital
                            -------------------- 
                            Expenditures for any of the periods set forth below
                            to exceed the amount set forth opposite such
                            period:

                                Period                     Amount            
                                ------                     ------            
                                                            
                            Date of formation of the    
                            Borrower through 12/31/98   $4,500,000,000       
                                                                          
                            1/1/99 through 12/31/99      1,000,000,000       
                                                                          
                            1/1/00 through 12/31/00      1,000,000,000       
                                                                           
                            1/1/01 through 12/31/01      1,000,000,000;   

                            provided that any permitted amount which is not
                            --------
                            expended in any of the periods specified above may
                            be carried over for expenditure in any subsequent
                            period. 

                        (f) Covered POPS. Incur any indebtedness at any time
                            ------------
                            after any of the dates set forth below if the number
                            of Covered POPS on the last of such dates prior to
                            the date of such incurrence is less than the number
                            set forth opposite such date:

                                  Date              Number  
                                  ----              ------  
                                                             
                                 12/31/97       80,000,000   
                                 12/31/98       95,000,000   
                                 12/31/99      105,000,000 
                                 12/31/00      110,000,000 
                                                              
                        (g) Wireless Subscribers. Incur any indebtedness at any
                            --------------------
                            time after any of the dates set forth below if the
                            average of the numbers of Wireless Subscribers in
                            existence on the last of such dates prior to the
                            date of such incurrence and on the last day of each
                            of the three previous calendar quarters is less than
                            the number set forth opposite such date:

                                  Date             Number      
                                  ----             ------      
                                                               
                                  12/31/97        450,000      
                                  6/30/98         850,000      
                                  12/31/98      1,350,000      
                                  6/30/99       2,300,000      
                                  12/31/99      3,500,000;     
                                                                
                            provided that each relevant number set forth above
                            --------
                            shall be reduced by a proportion equal to the ratio
                            of (A) the number of POPS described in clause (b) of
                            the definition of "Covered POPS" to (B) the
                            aggregate number of POPS which the Borrower then has
                            the right to serve.    

Negative Covenants:         Limitations, imposed on the Borrower and its
                            Restricted Subsidiaries, as appropriate, on (it
                            being understood that, where appropriate, the
                            exceptions described below to such limitations will
                            be subject to mutually agreeable limits):
                            
                        1.  indebtedness, other than:
                                
                                (a) indebtedness of the Borrower in respect of 
                                    the Loans,

                                (b) indebtedness of the Borrower in respect of 
                                    bank credit facilities (the "Bank Credit
                                                                 -----------
                                    Facilities"),
                                    ----------             

                                (c) indebtedness of the Borrower in respect of
                                    other vendor financing for vendors which
                                    supply PCS equipment and services to the
                                    Borrower and its Restricted Subsidiaries in
                                    a material amount (excluding handsets)
                                    (together with the Credit Facility, the
                                    "Vendor Financing"),
                                     ------ --------

                                (d) indebtedness of the Borrower in respect of 
                                    interest rate swaps,

                                (e) indebtedness of the Borrower in respect of
                                    other purchase money indebtedness (including
                                    capital leases); provided that the assets
                                                     --------
                                    acquired therewith shall not be integral to
                                    the infrastructure of the Borrower's
                                    national wireless network (and shall in no
                                    extent include any FCC License) and that the
                                    aggregate amount thereof at any one time
                                    outstanding does not exceed an amount to be
                                    agreed upon,
                                    
                                (f) indebtedness of the Borrower in respect of 
                                    handset financing,

                                (g) indebtedness of any acquired entity 
                                    outstanding at the time of acquisition,

                                (h) subordinated indebtedness of the Borrower
                                    (having subordination terms to 

                                    be approved by the Lenders in the Credit
                                    Documentation),

                                (i) capital lease obligations of the Borrower
                                    arising out of sale-leaseback transactions,
                                    
                                (j) Permitted Refinancings and refinancings of
                                    indebtedness permitted under (a) and (d)
                                    through (i) above and (k) below, and
                                    
                                (k) other indebtedness of the Borrower; provided
                                                                        --------
                                    that the incurrence of such other
                                    indebtedness shall be permitted only if the
                                    Borrower would be in compliance on a pro
                                                                         ---
                                    forma basis with the covenants set forth in
                                    -----
                                    paragraphs (a) through (d) under "Financial
                                    Covenants" above (on the basis of Total Debt
                                    and Total Capitalization then outstanding
                                    and Annualized Adjusted EBITDA and
                                    Annualized EBITDA as projected as at the end
                                    of the then current fiscal quarter);

                        2.  liens, other than

                                (a) the Shared Liens,

                                (b) customary permitted liens,

                                (c) liens on assets acquired with Permitted 
                                    Purchase Money Indebtedness to secure 
                                    such Indebtedness,

                                (d) liens on assets that are the subject of 
                                    sale-leaseback transactions securing the 
                                    related capital leases, and

                                (e) others to be agreed upon;

                        3.  guarantee obligations, with exceptions to be agreed
                            upon; provided that the incurrence of any guarantee
                                  --------
                            obligations other than the Guarantees shall be
                            permitted only if the Borrower would be in
                            compliance on a pro forma basis with the covenants
                                            ---------
                            set forth in paragraphs (a) through (d) under
                            "Financial Covenants" above (on the basis

                            of Total Debt and Total Capitalization then
                            outstanding and Annualized Adjusted EBITDA and
                            Annualized EBITDA as projected as at the end of the
                            then current fiscal quarter);

                        4.  mergers, consolidations, liquidations and
                            dissolutions, other than, so long as no default or
                            event of default is in existence or would result 
                            therefrom:

                                (a) liquidations of subsidiaries (other than
                                    License Subsidiary, Equipment Subsidiary and
                                    Real Estate Subsidiary),
                                    
                                (b) mergers in which the Borrower or a
                                    subsidiary of the Borrower is the surviving
                                    entity (including mergers among the Borrower
                                    and its subsidiaries but excluding any such
                                    merger involving License Subsidiary,
                                    Equipment Subsidiary or Real Estate
                                    Subsidiary (in which it is not the surviving
                                    entity or in which it acquires any material
                                    indebtedness or obligations)), and

                                (c) others to be agreed upon;
        
                        5.  sales of assets, other than (in each case, for cash,
                            cash equivalents and an aggregate amount to be
                            agreed upon of promissory notes or other deferred
                            payment obligations):

                                (a) in the ordinary course of business (it being
                                    agreed that no sale of a FCC License and the
                                    related assets and business shall be
                                    considered to be in the ordinary course of
                                    business),
                                    
                                (b) sales of immaterial assets; provided that if
                                                                --------
                                    the aggregate amount of assets sold pursuant
                                    to this clause during any period of two
                                    consecutive calendar years exceeds
                                    $100,000,000, such excess shall be applied
                                    as described in the first paragraph under
                                    "Mandatory Prepayments" above,

                                (c) so long as no default or event of default is
                                    in existence or would result therefrom,
                                    sales of material assets (including, without
                                    limitation, pursuant to sale-leaseback
                                    transactions) the net cash proceeds of which
                                    are applied as described under "Mandatory
                                    Prepayments" above, provided that the
                                                        --------
                                    consent of the Requisite Aggregate Lenders
                                    (as defined below) will be required in the
                                    case of a sale or series of related sales
                                    which includes or include FCC Licenses if,
                                    after giving effect thereto, the aggregate
                                    number of POPS which the Borrower then has
                                    the right to serve would be less than 120
                                    million, and
                                    
                                (d) others to be agreed upon;

                        6.  distributions to partners and repurchases of equity,
                            other than, so long as no default or event of
                            default is in existence or would result therefrom:
                            
                                (a) to the extent necessary to pay current tax
                                    liabilities payable in respect of the income
                                    of the Borrower; provided that (i) nothing
                                                     --------
                                    in this clause shall be deemed to permit any
                                    such distribution or repurchase to pay any
                                    tax liabilities of the Parents resulting
                                    from the conversion of the Borrower from
                                    partnership to corporate form and (ii) no
                                    distributions or repurchases shall be
                                    permitted under this clause unless after
                                    giving effect to such distributions or
                                    repurchases, the ratio of Total Debt to
                                    Annualized EBITDA is not greater than 5.0 to
                                    1 and the ratio of Annualized EBITDA to
                                    Interest Expense is not less than 2.5 to 1,

                                (b) to the extent necessary to service Specified
                                    Affiliate Debt, if at the time such
                                    distribution is made, the Borrower is in pro
                                                                             ---
                                    forma compliance with the covenants in the
                                    -----
                                    Credit Documentation,

                                    and

                                (c) distributions and repurchases of equity to
                                    the extent that (i) after giving effect to
                                    such distributions or repurchases, the ratio
                                    of Total Debt to Annualized EBITDA is not
                                    greater than 5.0 to 1 and the ratio of
                                    Annualized EBITDA to Interest Expense is not
                                    less than 2.5 to 1 and (ii) the Borrower
                                    applies an equal amount toward prepayment of
                                    indebtedness secured by the Collateral;

                        7.  acquisitions, other investments, loans and 
                            advances, other than:

                                (a) among the Borrower and its Restricted 
                                    Subsidiaries,
        
                                (b) acquisitions of entities engaged in the 
                                    telecommunications business and
                                    businesses related thereto,

                                (c) acquisitions of entities engaged in other
                                    businesses subject to a limit to be agreed
                                    upon, and

                                (d) others to be agreed upon;

                        8.  transactions with affiliates except on terms no less
                            favorable to the Borrower than as could be obtained
                            on an arm's length basis from a third party;

                        9.  engaging in any business other than the
                            telecommunications business and businesses related
                            thereto; and
                            
                        10. the ability of the License Subsidiary, the Equipment
                            Subsidiary or the Real Estate Subsidiary to incur
                            any liabilities or to engage in any business or
                            activities other than the holding of FCC Licenses,
                            Personal Property Assets or Real Estate Assets,
                            respectively.

Events of Default:      Nonpayment of principal; nonpayment of interest or other
                        amounts after a 3 business day grace period; material
                        inaccuracy of representations and warranties (subject to
                        a 30-day grace period); violation of covenants (subject
                        to a 30-day grace period); cross-default to the Bank
                        Credit Facilities and to any other indebtedness of the
                        Borrower in an amount greater than the lesser of (i)
                        $50,000,000 and (ii) 10% of the aggregate then
                        outstanding principal amount of indebtedness of the
                        Borrower; the commencement by the Trustee of foreclosure
                        proceedings with respect to any of the Collateral;
                        bankruptcy of the Borrower, a Restricted Subsidiary or
                        any other material subsidiary; bankruptcy of any of the
                        partners of the Borrower; bankruptcy of any Parent prior
                        to the time when the entire capital contribution amount
                        has been contributed under the Capital Contribution
                        Agreement, unless within 30 days after such bankruptcy
                        one or more of the other Parents shall have assumed the
                        obligations of such bankrupt Parent under the Capital
                        Contribution Agreement; the failure of the full amount
                        of any required capital contribution to be made under
                        the Capital Contribution Agreement for a period of more
                        than 30 days after the date when due; certain ERISA
                        events; unpaid judgments in an amount greater than the
                        lesser of (i) $50,000,000 and (ii) 10% of the aggregate
                        then outstanding principal amount of indebtedness of the
                        Borrower; invalidity or termination of any guarantee,
                        security document or the Capital Contribution Agreement;
                        termination of the Borrower's right to use the "Sprint"
                        trademark prior to the time at which the Borrower has an
                        actual or implied long-term debt rating of at least BBB-
                        from S&P or at least Baa3 from Moody's ("Investment
                                                                 ----------
                        Grade Status"); termination, revocation or non-renewal
                        ------------
                        by the FCC of FCC Licenses if, after giving effect
                        thereto, the aggregate number of POPS which the Borrower
                        then has the right to serve is less than 120 million;
                        and a change in control (to be defined as (i) prior to
                        the time at which the Borrower has Investment Grade
                        Status, the amount of Committed Capital and Contributed
                        Capital held, directly or indirectly, by Sprint
                        Corporation is reduced to an amount less than
                        $500,000,000 or (ii) prior to the date (the "Public
                                                                     ------
                        Offering Date") on which there has been a public
                        -------------
                        offering of equity interests of the

                        Borrower (or of any partner of the Borrower formed for
                        the purpose of effecting a public offering), Sprint
                        Corporation shall cease to own, directly or indirectly,
                        at least 25% of the equity interests in the Borrower).

VII. Certain Other Terms
     -------------------

Voting:                 Amendments and waivers with respect to representations,
                        warranties, covenants and events of default which are
                        common to the Credit Documentation and to the
                        documentation regarding the other Vendor Financing shall
                        require the approval of lenders (the "Requisite
                                                              ---------
                        Aggregate Lenders") holding (a) during the period when
                        -----------------
                        either vendor holds more than 50% of the aggregate
                        amount of the outstanding loans under its Vendor
                        Financing, a majority of the outstanding loans under
                        each Vendor Financing and (b) after the date on which
                        neither vendor holds more than 50% of the aggregate
                        amount of the outstanding loans under its Vendor
                        Financing, a majority of the outstanding loans under all
                        Vendor Financing. 

                        Amendments and waivers with respect to other matters
                        shall require the approval of a majority of the
                        outstanding Loans, except that (a) the consent of each
                        Lender directly affected thereby shall be required with
                        respect to (i) reductions in the amount or extensions of
                        the scheduled date of any installment of any Loan, (ii)
                        reductions in the rate of interest or fees or extensions
                        of any due date thereof and (iii) increases in the
                        amount or extensions of the expiry date of any Lender's
                        commitment, and (b) the consent of 100% of the Lenders
                        shall be required with respect to modifications to any
                        of the voting percentages described in this section.
                        
                        To accelerate any Vendor Financing, (a) if there is a
                        payment default under such Vendor Financing, the
                        approval of a majority of the outstanding loans under
                        such Vendor Financing will be required, (b) if there is
                        a bankruptcy default, acceleration will be automatic,
                        and (c) for all other events of default, the approval of
                        the Requisite Aggregate Lenders will be required.

                        To foreclose on any Collateral or enforce any Guarantee,
                        the approval of a majority of all amounts secured by the
                        Collateral will be required. To release any Collateral
                        or Guarantee, the approval of 75% of the Loans will be
                        required.

Assignments             Each of the Vendor and other Lenders shall be permitted,
and Participations:     in accordance with applicable law, to assign its Loans
                        and sell participations in its Loans and commitments
                        (i) at any time, to a person, subject to the consent of
                        the Borrower (which consent shall not be unreasonably
                        withheld), which is neither a bank, insurance company or
                        mutual fund nor an entity, affiliate or investment
                        vehicle described in the proviso to the definition of
                        the term "Eligible Lender" (provided that prior to the
                        date which is 90 days from the date of the initial Loan,
                        no such assignment or sale may be made pursuant to this
                        clause (i) to any person other than those three the
                        names of which have been disclosed to the Borrower prior
                        to the date of this Term Sheet, (ii) at any time after
                        the date which is 90 days from the date of the initial
                        Loan, to one or more Eligible Lenders and (iii) at any
                        time, to an Eligible Lender (provided that such Eligible
                        Lender shall be the beneficiary of an unconditional
                        guarantee by the Vendor or QUALCOMM Incorporated for the
                        full term of the affected Loan and that such guarantee
                        shall have been included as part of the original offer
                        of such assignment or sale to such Eligible Lender);
                        provided that the Borrower shall have received notice
                        --------
                        (a) in the case such assignment shall be made in a
                        situation in which the Vendor or such other Lender shall
                        have offered to assign more than $100,000,000 of Loans
                        to more than one other person, at least 60 days prior to
                        the date of such offers or (b) in all other cases, prior
                        to the date of such assignment. In the case of partial
                        assignments, the minimum assignment amount shall be
                        $10,000,000 (or such lesser amount as constitutes the
                        assigning Lender's entire Loans), and, after giving
                        effect thereto, the assigning Lender (unless it shall
                        have assigned 100% of its Loans) shall have Loans
                        aggregating at least $10,000,000. Subject to the proviso
                        to the second succeeding sentence, voting rights of
                        participants and other holders of indirect interests in
                        the Loans shall be limited to those matters

                        with respect to which the affirmative vote of the Lender
                        from which it purchased its participation would be
                        required as described in "Voting" above. Pledges of
                        Loans in accordance with applicable law shall be
                        permitted without restriction. "Eligible Lenders" means
                        (i) banks, insurance companies and other financial
                        institutions and (ii) other entities whose primary
                        business is to extend credit or invest in extensions of
                        credit; provided, that (a) any entity engaged in, and,
                                --------
                        in the case of clause (ii) of this sentence, affiliates
                        of any entity engaged in, the telecommunications
                        business and businesses related thereto shall not be
                        Eligible Lenders and (b) in the case of any investment
                        vehicle that becomes a Lender and sells direct or
                        indirect beneficial interests in such entity's rights
                        under the Credit Facility, (x) any voting rights of the
                        holders of such beneficial interests shall be limited so
                        that the required percentage vote of such holders with
                        respect to actions to be taken by such entity under the
                        Credit Documentation shall be based on the same
                        percentage as the required vote of the Lenders under the
                        Credit Documentation with respect to such action and (y)
                        the only financial statements and other reports that
                        such entity and holders shall be entitled to receive
                        shall be the annual audited and quarterly unaudited
                        financial statements referred to under Affirmative
                        Covenants above. Notwithstanding any of the foregoing
                        restrictions contained in this "Assignments and
                        Participations" section, the Vendor shall be entitled to
                        assign Loans and sell participations in its Loans and
                        commitments to QUALCOMM Incorporated at any time and
                        from time to time without any restriction.

                        The Borrower and its Restricted Subsidiaries will
                        cooperate with the Vendor and its lead agents in each
                        syndication of the Loans undertaken by the Vendor and
                        such lead agents; provided that the Vendor and its lead
                                          --------
                        agents shall give the Borrower prior written notice of
                        their intent to commence each such syndication and,
                        provided, further, that the Borrower and its Restricted
                        --------  -------
                        Subsidiaries shall not be required to take the actions
                        described in this paragraph in connection with more than
                        two such syndication commencement notices in any twelve-
                        month period and no more than three such syndication

                        commencement notices during the term of the Credit
                        Facility. Such cooperation will include (a) making
                        senior officers of the Borrower and its Restricted
                        Subsidiaries available for a meeting with prospective
                        assignees and the Vendor and its lead agents (provided
                        that the Borrower shall have received at least 60 days'
                        notice of such meeting), and (b) providing such other
                        assistance as may be reasonably requested by the Vendor
                        and such lead agents (including providing information
                        to, and responding to questions from, prospective
                        assignees with respect to the operations, business
                        plans, results and other matters relating to the
                        Borrower's business on a timely basis and in any manner
                        reasonably requested by the Vendor or such lead agents).

                        Customary representations and restrictions designed to
                        preserve the private placement status of the Credit
                        Facilities will be included in the Credit Documentation.

Yield Protection:       The Credit Documentation shall contain customary
                        provisions indemnifying the Lenders for "breakage costs"
                        incurred in connection with prepayment of a Eurodollar
                        Loan (as defined in Annex A hereto) on a day other than
                        the last day of an interest period with respect thereto.
                        The Credit Documentation shall also contain customary
                        increased costs and illegality provisions. 

Expenses:               The Vendor will bear all its own costs and expenses in
                        connection with the Credit Facility, except that the
                        Borrower shall pay all reasonable out-of-pocket expenses
                        of the administrative agent under the Credit Facility
                        in connection with the enforcement of the Credit
                        Documentation (including the reasonable fees and the
                        reasonable disbursements and other charges of one
                        counsel to the administrative agent and the Lenders).

Confidentiality:        The Credit Documentation will contain a customary
                        confidentiality provision. 

Non-Recourse:           Except (i) as expressly provided above under the
                        provisions of "Capital Contribution Agreement" above and
                        (ii) in the case of fraud or of misrepresentation

                        by the Parents in the Capital Contribution Agreement,
                        the Credit Facility shall be non-recourse to the
                        partners of the Borrower, the Parents or any
                        intermediate partnerships.

Governing Law and       State of New York.
Forum:                  

Preparation of Credit   The Credit Documentation will be prepared by
Documentation:          Simpson Thacher & Bartlett, counsel to the Borrower,
                        at the expense of the Borrower.

 VIII. Certain Definitions
       -------------------

"Adjusted EBITDA":      for any fiscal period, the sum of (a) EBITDA for such
 ---------------        period plus (b) the aggregate amount deducted in
                               ----
                        determining Net Income or Net Loss for such period in
                        respect of sales, marketing and advertising expenses and
                        consumer-related equipment subsidy expenses.

"Annualized Adjusted    for the period ending on any date, the product of (a)
 -------------------    Adjusted EBITDA for the two consecutive fiscal quarters
EBITDA":                ending on such date multiplied by (b) two.
- - ------                                      -------------

"Annualized EBITDA":    for the period ending on any date, the product of (a)
 -----------------      EBITDA for the two consecutive fiscal quarters ending on
                        such date multiplied by (b) two.
                                  -------------

"Capital                expenditures made by the Borrower and its Restricted
 -------                Subsidiaries for the purpose of acquiring or
Expenditures":          constructing fixed assets, real property or equipment
- - ------------            and all systems and development expenditures related to
                        the build-out of the Borrower's and its Restricted
                        Subsidiaries' networks to provide Wireless Services in
                        accordance with GAAP, provided that no expenditure
                                              --------
                        related to the acquisition of FCC Licenses and no amount
                        of capitalized interest shall be considered to be a
                        Capital Expenditure.

"Committed Capital":    at any time, the aggregate amount of cash
 -----------------      contributions then available to be made by the Parents
                        or their affiliates pursuant to the Capital Contribution
                        Agreement.

"Contributed Capital":  at any time, the aggregate amount of equity contributed
 -------------------    to the Borrower and, without duplication, its Restricted
                        Subsidiaries.

"Covered POPS":         at any time, the aggregate number of POPS within
 ------------           each geographic area for which facilities providing
                        service to that geographical area either (a) have
                        achieved "substantial completion" pursuant to the
                        terms of the applicable vendor procurement agreement
                        or (b) have not achieved "substantial completion"
                        pursuant to the terms of the Vendor's procurement
                        agreement as a result of a failure by the Vendor to
                        perform its obligations thereunder.

"EBITDA":               for any fiscal period, the Net Income or Net Loss, as
 ------                 the case may be, for such fiscal period, after restoring
                        thereto amounts deducted for, without duplication,
                        (a) interest expense of the Borrower and its Restricted
                        Subsidiaries paid or accrued in respect of Total Debt
                        for such fiscal period determined in conformity with
                        GMP (including, to the extent such amounts would
                        be included as interest expense in conformity with
                        GAAP, the interest component of payments made
                        under capitalized leases and any fees associated with
                        Total Debt), (b) taxes based upon Net Income, (c)
                        depreciation and amortization and (d) other non-cash
                        charges.

"Interest Expense":     for any fiscal period, the amount of (a) interest
 ----------------       expense of the Borrower and its Restricted Subsidiaries 
                        paid or accrued in respect of Total Debt for such
                        fiscal period determined in conformity with
                        GAAP (including, to the extent such amounts would
                        be included as interest expense in conformity with
                        GAAP, the interest component of payments made
                        under capitalized leases and any fees associated with
                        Total Debt) plus (b) interest expense in respect of
                                    ----
                        Specified Affiliate Debt for such fiscal period
                        determined in conformity with GAAP.

"Net Income" or         for any fiscal period, the amount which, in conformity
 ----------             with GAAP, would constitute the net income or net loss,
"Net Loss":             as the case may be, of the Borrower and its Restricted
 --------               Subsidiaries for such fiscal period; provided that Net
                                                             --------
                        Income or Net Loss shall exclude gains and losses on the
                        sales of assets (other than in the ordinary course of
                        business) and extraordinary gains and losses.
                        
"POPS":                 the population of a geographic area based upon the 1990
 ----                   U.S. census.

"Restricted             any Subsidiary of the Borrower that is not an 
 ----------             Unrestricted Subsidiary.
Subsidiary":
- - ----------

"Specified Affiliate    indebtedness of affiliates of the Borrower the proceeds
 -------------------    of which was advanced to the Borrower and the Borrower
Debt":                  has identified such indebtedness as Specified Affiliate
- - ----                    Debt.

"Total                  at any date, the sum of (a) Total Debt outstanding on
 -----                  such date plus (b) Contributed Capital on such date 
Capitalization":                  ----
- - --------------
                        plus (c) Committed Capital on such date less (d) the
                        ----
                        amount of restricted payments made to Partners through
                        such date.

"Total Debt":           at any time, the sum of (a) the aggregate amount of
 ----------             consolidated indebtedness (including capitalized
                        leases) of the Borrower and its Restricted Subsidiaries
                        then outstanding (including capitalized and accreted
                        interest) plus (b) the aggregate amount of Specified
                                  ----                                       
                        Affiliate Debt then outstanding (including capitalized
                        and accreted interest) minus (c) the aggregate amount
                                               -----                         
                        of cash and cash equivalents then owned by the
                        Borrower and its Restricted Subsidiaries to the extent
                        such amount exceeds $25,000,000.

"Unrestricted           any of Teleport, APC, PhillieCo, PioneerCo and  
 ------------           NewTelCo.
Subsidiary":  
- - -----------   

"Wireless Service":     the provision of broadband personal communications
 ----------------       services.

"Wireless               at any time, all customers then receiving Wireless 
 --------               Services from the Borrower or any of its Restricted 
Subscribers":           Subsidiaries.
- - ----------- 

Basic Info X:

Name: letters, dated the date hereof, and the Term Sheet are the only agreements
Type: Agreements
Date: July 30, 1996
Company: SPRINT SPECTRUM L P
State: Delaware

Other info:

Date:

  • March 1996
  • June 21 , 1996
  • June 11 , 1996
  • December 31 , 2000
  • March 31 , 1997
  • 15 6 20 7 25 8 30
  • first anniversary of the last day
  • December 31 , 1995
  • 123196
  • 123198
  • last day of any fiscal quarter

Organization:

  • Northern Telecom Plaza
  • Partnership Board of Sprint Spectrum Holding Company
  • Sprint Spectrum L.P.
  • Northern Telecom Inc.
  • The Equipment Subsidiary
  • Real Estate Subsidiary
  • Total Debt to Total Capitalization
  • Permitted Purchase Money Indebtedness
  • Bank Credit Facilities
  • Borrower has Investment Grade Status
  • Requisite Aggregate Lenders
  • Simpson Thacher & Bartlett
  • Capital Contribution Agreement

Location:

  • Athens Way Nashville
  • Tennessee U.S.A.
  • Grand Avenue Kansas City
  • Missouri
  • Delaware
  • L.P.
  • New York

Money:

  • $ 1,300,000,000
  • $ 2.2 billion
  • $ 15,000,000
  • $ 4,500,000,000
  • $ 50,000,000
  • 120 million
  • $ 500,000,000
  • $ 100,000,000
  • $ 10,000,000
  • $ 25,000,000

Person:

  • Bob Neumeister
  • Ronald T. LeMay

Percent:

  • 10 %
  • 25 %
  • 50 %
  • 75 %
  • 100 %