exv10w1






Exhibit 10.1




THIRD AMENDMENT TO THE

SECOND AMENDED AND RESTATED CREDIT AGREEMENT



THIS THIRD AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is entered into as of April 2, 2008, by and between ROYAL STREET COMMUNICATIONS, LLC (“Royal
Street”), ROYAL STREET COMMUNICATIONS CALIFORNIA, LLC, ROYAL STREET BTA262, LLC, ROYAL STREET
COMMUNICATIONS FLORIDA, LLC, ROYAL STREET BTA159, LLC, ROYAL STREET BTA212, LLC, ROYAL STREET
BTA239, LLC, ROYAL STREET BTA289, LLC and ROYAL STREET BTA336, LLC, each a Delaware limited
liability company (individually and collectively, jointly and severally, the “Borrower”),
and METROPCS WIRELESS, INC., a Delaware corporation (“Lender” or “MetroPCS”).




WITNESSETH:




     WHEREAS, Borrower and the Lender are parties to that certain Second Amended and Restated
Credit Agreement, executed on December 15, 2005 as of December 22, 2004 (the “Second Credit
Agreement”), as amended by the First Amendment to the Second Amended and Restated Credit
Agreement, dated as of November 2, 2006 (the “First Amended Second Credit Agreement,”) and
as amended by the Second Amendment to the Second Amended and Restated Credit Agreement, dated as of
August 29, 2007 (the “Second Amended Second Credit Agreement,” together with the First Amended
Second Credit Agreement and the Second Credit Agreement, as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”); and



     WHEREAS, Royal Street, as Administrative Borrower under the Credit Agreement, has requested,
and MetroPCS has agreed, to amend the Credit Agreement to provide for an increase in the principal
amount of the Loan Commitment Amount from $680,000,000 to $935,000,000 in accordance with and
subject to the terms and conditions set forth herein;



     NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree, subject to the conditions precedent to this
Amendment and intending to be legally bound, to amend the Credit Agreement as follows:



     1. Capitalized Terms. All capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement, as amended hereby, except as otherwise defined or limited
herein.



 









 





     2. Amendment to Section 1.




     (a) Section 1 of the Credit Agreement, Defined Terms, is hereby modified and
amended by deleting the definition of “Loan Commitment Amount” in its entirety and
substituting the following in lieu thereof:




   
  “Loan Commitment Amount” shall mean $935,000,000.00 or the maximum amount that
Lender is permitted to lend to Borrower pursuant to the Lender Credit Facility.



     3. No Other Amendments. Except for the amendment set forth in Section 2 hereof, the
text of the Credit Agreement and the other Loan Documents shall remain unmodified and in full force
and effect.



     4. Representations and Warranties. Borrower agrees, represents and warrants in favor
of Lender as follows:




     (a) This Amendment has been executed and delivered by a duly authorized representative
of Borrower, and the Credit Agreement, as modified and amended by this Amendment,
constitutes a legal, valid and binding obligation of Borrower and is enforceable against
Borrower in accordance with its terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws or (ii) general
principles of equity;




     (b) Except as reflected on Exhibit 1, each representation or warranty of Borrower set
forth in the Credit Agreement is hereby restated and reaffirmed as true and correct in all
material respects on and as of the Effective Date, and after giving effect to this
Amendment, as if such representation or warranty were made on and as of the Effective Date
of, and after giving effect to, this Amendment;




     (c) Except as reflected on Exhibit 2, no Event of Default or other event which if not
timely cured or corrected would with the passage of time become an Event of Default with
respect to Borrower has occurred and is continuing; and




     (d) As of the date hereof, Borrower is solvent after giving effect to the transactions
contemplated herein.



     5. Conditions to Effectiveness. This Amendment will be effective as of the date first
written above (the “Amendment Effective Date”), subject to the occurrence of each of the
following on or before such date:




     (a) Lender shall have received counterparts hereof duly executed by Borrower; and



 









 






     (b) Except as expressly provided in Exhibit 1 hereto, all of the representations and
warranties of Borrower set forth in the Credit Agreement and this Amendment shall be true
and correct in all material respects with the same effect as though such representations
and warranties had been made on and as of the Amendment Effective Date as though made on
and as of such date.



     6. Effect on the Credit Agreement. Except as specifically amended by Section 2
hereof, the Credit Agreement and the Loan Documents shall remain in full force and effect, and are
hereby ratified, reaffirmed and confirmed. This Amendment shall be deemed to be a Loan Document
for all purposes.



     7. Counterparts. This Amendment may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts, each of which shall be
deemed an original and all of which, taken together, shall be deemed to constitute one and the same
instrument. In proving this Amendment in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom such
enforcement is sought. Delivery of an executed counterpart of this Amendment by telefacsimile or
other electronic method of transmission shall be equally as effective as delivery or an original
executed counterpart of this Amendment.



     8. Law of Contract. This Amendment shall be governed and construed and interpreted in
accordance with the laws of the State of New York, without regard to its conflict of laws
principles.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written
above.



	 	 	 	 	 	 	 	 	 
	BORROWER:	 	ROYAL STREET COMMUNICATIONS, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer and Chairman of the Management
Committee	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET COMMUNICATIONS CALIFORNIA, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications, LLC,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer and Chairman of the Management
Committee	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET BTA 262, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications California, LLC,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET COMMUNICATIONS FLORIDA, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications, LLC,

its sole member	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer and Chairman of the Management
Committee	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET BTA 159, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications Florida, LLC,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET BTA 212, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications Florida, LLC,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET BTA 239, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications Florida, LLC,	 	 
	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET BTA 289, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications Florida, LLC,	 	 
	 	 	 	 	its sole member	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	ROYAL STREET BTA 336, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Royal Street Communications Florida, LLC,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert A. Gerard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert A. Gerard	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






	 	 	 	 	 	 	 	 	 
	LENDER:	 	METROPCS WIRELESS, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Roger D. Linquist	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Roger D. Linquist	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive Officer