Exhibit








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