EX-10.2



 Exhibit 10.2 
 Execution Copy 
 INCREMENTAL AGREEMENT NO. 1 

INCREMENTAL AGREEMENT NO. 1, dated as of October 25, 2011 (this “Incremental Agreement No. 1”), to the CREDIT
AGREEMENT, dated as of May 21, 2010 (as amended by Amendment No. 1 and as may be further amended, modified or supplemented from time to time, the “Credit Agreement”), among Sprint Nextel Corporation (the
“Borrower”), the Subsidiary Guarantors party thereto, the Lenders and other agents party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to the Credit Agreement;

 WHEREAS, pursuant to Section 2.08 of the Credit Agreement, the Borrower has requested an Incremental Revolving Facility
that increases the amount of the Revolving Credit Commitments by an aggregate of $150,000,000, and certain banks and other financial institutions party hereto as an Increasing Lender or an Assuming Lender (each in such capacity, an
“Incremental Lender”) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein (and with the consent of each Issuing Bank), that (a) the Incremental Lenders will provide such
Incremental Revolving Facility and (b) as permitted by Section 2.08 thereof, the Credit Agreement will be amended as set forth herein, subject to the terms and conditions set forth herein, without need for additional consent or approval of
the Lenders; 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Incremental Lenders hereby agree as follows: 
 1. Defined Terms.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 2. Amendments to Section 1.1 (Defined Terms). 
 (a) Section 1.1
of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order: 

“Incremental Agreement No. 1” means that certain Incremental Agreement No. 1, dated as of
October 25, 2011, among the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Increasing Lenders and Assuming Lenders named therein. 
 “Incremental Agreement No. 1 Effective Date” has the meaning assigned to such term in the Incremental Agreement No. 1. 

(b) The definition of “Revolving Credit Commitment” set forth in Section 1.1 of the Credit Agreement is hereby
amended by adding at the end thereof the following: 
 “The aggregate amount of the Revolving Credit
Commitments as of the Incremental Agreement No. 1 Effective Date is $2,237,500,000.” 
 3. Joinder.
(a) Each of the undersigned Incremental Lenders, the Administrative Agent, the Borrower and the Subsidiary Guarantors acknowledges and agrees that upon the execution by 







 
such Incremental Lender of this Incremental Agreement No. 1 and the occurrence of the Incremental Agreement No. 1 Effective Date, such Incremental Lender (i) to the extent not
already a Lender under the Credit Agreement shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, and shall be subject to and
bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder and (ii) shall have an aggregate Revolving Credit Commitment (x) with respect to each Incremental Lender not already a
Lender under the Credit Agreement, as set forth on Schedule I hereof opposite such Incremental Lender’s name and (y) with respect to each Incremental Lender that is already a Lender under the Credit Agreement as of immediately prior to the
Incremental Agreement No. 1 Effective Date, equal to the sum of (1) the amount set forth on Schedule I hereof opposite such Incremental Lender’s name and (2) the Revolving Credit Commitment of such Lender as of immediately prior
to the Incremental Agreement No. 1 Effective Date (in each case, as such Revolving Credit Commitment may thereafter be changed from time to time pursuant to the terms of the Credit Agreement). 

(b) Each Incremental Lender that is not already a Lender (i) confirms that it has received a copy of the Credit Agreement and the
other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Incremental Agreement No. 1; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to
Section 2.16(f) of the Credit Agreement. 
 4. Credit Agreement Governs. Except as set forth in this Incremental
Agreement No. 1, the Loans made pursuant hereto shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. 
 5. Schedule 2.01. Attached as Schedule I hereto is a supplement to Schedule 2.01 to the Credit Agreement, which supplement sets forth the Revolving Credit Commitment of each Incremental Lender
(exclusive, with respect to any Lender already a Lender under the Credit Agreement as of immediately prior to the Incremental Agreement No. 1 Effective Date, of any Commitment of such Lender immediately prior to the Incremental Agreement
No. 1 Effective Date) as of the Incremental Agreement No. 1 Effective Date. 
 6. Notice. For purposes of the
Credit Agreement, the initial notice address of each Incremental Lender (to the extent not already a Lender under the Credit Agreement) shall be as set forth below its signature below. 

7. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each Lender (before
and after giving effect to this Incremental Agreement No. 1): 
 (a) Each Obligor has the requisite corporate or equivalent
power and authority to execute, deliver and perform this Incremental Agreement No. 1 and, in the case of the Borrower, to 

  
 2 








 
borrow under the Credit Agreement as amended by this Incremental Agreement No. 1 (the “Amended Credit Agreement”). Each Obligor has taken all necessary limited liability
company, corporate or equivalent actions to authorize the execution, delivery and performance of this Incremental Agreement No. 1 and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of the Amended Credit
Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with this Incremental Agreement No. 1, the borrowings under the Amended
Credit Agreement or the execution, delivery, performance, validity or enforceability of this Incremental Agreement No. 1 except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect.
This Incremental Agreement No. 1 has been duly executed and delivered on behalf of each Obligor party hereto. On the Incremental Agreement No. 1 Effective Date, each of this Incremental Agreement No. 1, the Amended Credit Agreement
and each other Loan Document will constitute a legal, valid and binding obligation of each Obligor that is a party thereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

(b) The execution, delivery and performance of this Incremental Agreement No. 1 Effective Date, the borrowings under the Amended
Credit Agreement and the use of the proceeds thereof will not violate any laws, regulations, policies and orders of any Governmental Authority applicable to it (or its Subsidiaries) or its (or their) property or any indentures, agreements and other
instruments binding upon it (or its Subsidiaries) or its (or their) property (except where such violation or the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect) and will
not result in, or require, the creation or imposition of any Lien on any of their respective properties. 
 (c) Each of the
representations and warranties made by any Obligor herein or in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Incremental Agreement No. 1 Effective Date as if made on and as of such date (except
that any representation or warranty which by its terms is made as of an earlier date shall be true and correct in all material respects as of such earlier date). 
 (d) The Borrower and the other Obligors have performed in all material respects all agreements and satisfied all conditions which this Incremental Agreement No. 1 and the other Loan Documents provide
shall be performed or satisfied by the Borrower or the other Obligors on or before the Incremental Agreement No. 1 Effective Date. 
 (e) Immediately after giving effect to this Incremental Agreement No. 1, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions
contemplated by this Incremental Agreement No. 1. 
 (f) Each Obligor hereby confirms as of the date hereof that
(x) neither its certificates or articles of incorporation or formation, as applicable, nor its bylaws or operating agreement, as applicable, have been amended or modified since May 21, 2010 in a manner that would be adverse to the Lenders
and (y) the corporate, LLC or partnership resolutions and consents, as applicable, delivered in connection with the closing of the Credit Agreement on May 21, 2010 which approved the execution and delivery of the Credit Agreement
(including as amended by this Incremental Agreement No. 1) and the other Loan Documents and the performance by such Obligor of its obligations thereunder, and authorizing the transactions contemplated thereby, remain in full force and effect
and have not been amended, rescinded or modified since May 21, 2010. 

  
 3 








 8. Effectiveness. This Incremental Agreement No. 1 shall become effective on the
date (the “Incremental Agreement No. 1 Effective Date”) on which the following conditions precedent shall have been satisfied: 
 (a) Incremental Agreement No. 1. The Administrative Agent shall have received this Incremental Agreement No. 1, duly executed and delivered by the Borrower, the Subsidiary Guarantors, the
Administrative Agent and the Incremental Lenders. 
 (b) Fees. The Lenders and the Administrative Agent shall have
received all fees required to be paid on or before the Incremental Agreement No. 1 Effective Date, and all expenses required to be paid on or before the Incremental Agreement No. 1 Effective Date for which invoices have been timely
presented, including, without limitation, the reasonable fees and expenses of legal counsel. 
 (c) Repayment of Loans.
The Borrower shall have complied with the requirements of Section 2.08(d)(iv) of the Credit Agreement. 
 (d) No
Default. Immediately after giving effect to this Incremental Agreement No. 1, no Default or Event of Default shall have occurred and be continuing. 
 (e) Officer’s Certificate. The Administrative Agent shall have received a certificate the Borrower certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Section 3 of the Credit Agreement and in the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and (B) no Default exists. 
 9. Covenants. The Borrower
covenants and agrees that it will furnish to the Administrative Agent no later than three Business Days following the Incremental Agreement No. 1 Effective Date the favorable written opinions (addressed to the Administrative Agent and the
Lenders) of (i) Jones Day, as special counsel to the Obligors that are organized under the laws of Delaware and (ii) in-house legal counsel of the Borrower as to the Obligors that are organized under the laws of Kansas, each in form and
substance reasonably satisfactory to the Administrative Agent and covering such matters as the Administrative Agent shall reasonably request (and the Borrower hereby requests such counsel to deliver such opinions). 

10. Continuing Effect of the Credit Agreement. This Incremental Agreement No. 1 shall not constitute an amendment of any
other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the
Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. On and after the Incremental Agreement No. 1 Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement after giving effect to this Incremental Agreement No. 1. This Incremental Agreement
No. 1 is a Loan Document for all purposes of the Credit Agreement. 
 11. Amendment, Modification and Waiver. This
Incremental Agreement No. 1 may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. 

  
 4 








 12. Counterparts. This Incremental Agreement No. 1 may be executed by the
parties hereto in any number of separate counterparts (including emailed or facsimiled counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

 13. Severability. Any provision of this Incremental Agreement No. 1 which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 14. Integration. This Incremental
Agreement No. 1 and the other Loan Documents represent the agreement of the Obligors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Lender relative to the subject matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents. 

15. GOVERNING LAW. THIS INCREMENTAL AGREEMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS INCREMENTAL AGREEMENT
NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 16.
Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Incremental Agreement No. 1,
including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 [rest of page
intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Incremental Agreement No. 1 to
be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. 
  

					
	 SPRINT NEXTEL CORPORATION,
     as Borrower

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	ENTERPRISE COMMUNICATIONS PARTNERSHIP
		
	By:	 	 SprintCom ECP I, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer
		
	By:	 	 SprintCom ECP II, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	ENTERPRISE DIGITAL PCS, LLC
		
	By:	 	 Enterprise Communications Partnership,
 its Member

		
	By:	 	 SprintCom ECP I, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer
		
	By:	 	 SprintCom ECP II, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	ENTERPRISE TOWERS, LLC
		
	By:	 	 Enterprise Communications Partnership,
 its Member

		
	By:	 	 SprintCom ECP I, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer
		
	By:	 	 SprintCom ECP II, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	ENTERPRISE WIRELESS, LLC
		
	By:	 	 Enterprise Communications Partnership,
 its Member

		
	By:	 	 SprintCom ECP I, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer
		
	By:	 	 SprintCom ECP II, L.L.C.,
 its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	PHILLIECO EQUIPMENT AND REALTY COMPANY, L.P.
		
	By:	 	 PhillieCo Sub, L.P.,

its General Partner

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	C FON CORPORATION
		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Assistant Treasurer
	
	UNITED TELECOMMUNICATIONS, INC.
		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Assistant Treasurer



  
 [Incremental
Agreement No. 1] 








 
					
	 EACH OF THE OTHER “SUBSIDIARY GUARANTORS” LISTED ON ANNEX A ATTACHED HERETO

		
	By:	 	 /s/ Greg D. Block

		 	Name:	 	Greg D. Block
		 	Title:	 	Vice President and Treasurer



  
 [Incremental
Agreement No. 1] 








 Annex A 
 Name 
 ACI 900, Inc. 
 AGW Leasing Company, Inc. 
 AirGate Network Services, LLC 

AirGate PCS, Inc. 
 AirGate Service Company, Inc.

 Alamosa (Delaware), Inc. 
 Alamosa
(Wisconsin) Properties, LLC 
 Alamosa Delaware GP, LLC 
 Alamosa Delaware Operations, LLC 
 Alamosa Finance, LLC 

Alamosa Holdings, Inc. 
 Alamosa Holdings, LLC

 Alamosa Limited, LLC 
 Alamosa
Missouri Properties, LLC 
 Alamosa Missouri, LLC 
 Alamosa PCS Holdings, Inc. 
 Alamosa PCS, Inc. 

Alamosa Properties, LP 
 Alamosa Wisconsin GP,
LLC 
 Alamosa Wisconsin Limited Partnership 
 American PCS Communications, LLC 
 American PCS, L.P. 

American Personal Communications Holdings, Inc. 

American Telecasting, Inc. 
 APC PCS, LLC

 APC Realty and Equipment Company, LLC 

ASC Telecom, Inc. 
 Assurance Wireless of South
Carolina, LLC 
 Atlanta MDS Co., Inc. 

Bluebottle USA Holdings L.P. 
 Bluebottle USA
Investments L.P. 
 Boost Mobile, LLC 

Boost Worldwide, Inc. 
 Caroline Ventures, Inc.

 Dial Call Midwest, Inc. 
 Domestic
USF Corp. 
 EQF Holdings, LLC 
 Falcon
Administration, L.L.C. 
 FCI 900, Inc. 

G & S Television Network, Inc. 
 Georgia PCS
Leasing, LLC 
 Georgia PCS Management, L.L.C. 
 Gulf Coast Wireless Limited Partnership 
 Helio LLC 

Independent Wireless One Corporation 

  
 [Incremental
Agreement No. 1] 








 Name 
 Independent Wireless One Leased Realty Corporation 
 IWO Holdings, Inc. 

LCF, Inc. 
 Los Angeles MDS Company, Inc.

 Louisiana Unwired, LLC 
 Machine
License Holding, LLC 
 MinorCo, L.P. 

NCI 700, Inc. 
 NCI 900 Spectrum Holdings, Inc.

 New York MDS, Inc. 
 Nextel 220
License Acquisition Corp. 
 Nextel 700 Guard Band Corp. 
 Nextel Boost Investment, Inc. 
 Nextel Boost of California, LLC 

Nextel Boost of New York, LLC 
 Nextel Boost of
Texas, LLC 
 Nextel Boost of the Mid-Atlantic, LLC 
 Nextel Boost South, LLC 
 Nextel Boost West, LLC 

Nextel Broadband, Inc. 
 Nextel China Holding
Company 
 Nextel Communications of the Mid-Atlantic, Inc. 
 Nextel Communications, Inc. 
 Nextel Data Investments 1, Inc. 

Nextel Finance Company 
 Nextel License
Acquisition Corp. 
 Nextel License Holdings 1, Inc. 
 Nextel License Holdings 2, Inc. 
 Nextel License Holdings 3, Inc. 

Nextel License Holdings 4, Inc. 
 Nextel of
California, Inc. 
 Nextel of New York, Inc. 
 Nextel of Texas, Inc. 
 Nextel Operations, Inc. 

Nextel Partners Equipment LLC 
 Nextel Partners
of Upstate New York, Inc. 
 Nextel Partners Operating Corp. 
 Nextel Partners, Inc. 
 Nextel Retail Stores, LLC 

Nextel South Corp. 
 Nextel Systems Corp.

 Nextel Unrestricted Relocation Corp. 

Nextel West Corp. 
 Nextel West Services, LLC

 Nextel WIP Corp. 
 Nextel WIP
Expansion Corp. 
 Nextel WIP Expansion Two Corp. 
 Nextel WIP Lease Corp. 
 Nextel WIP License Corp. 

Northern PCS Services, LLC 

  
 [Incremental
Agreement No. 1] 








 Name 
 NPCR, Inc. 
 NPFC, Inc. 
 PCS Leasing Company, L.P. 
 People’s Choice TV Corp. 

PhillieCo Partners I, L.P. 
 PhillieCo Partners
II, L.P. 
 PhillieCo Sub, L.P. 

PhillieCo, L.P. 
 Private Trans-Atlantic
Telecommunications System (N.J.), Inc. 
 Private TransAtlantic Telecommunications System, Inc. 

San Francisco MDS, Inc. 
 SGV Corporation

 SIHI New Zealand Holdco, Inc. 
 S-N
GC GP, Inc. 
 S-N GC HoldCo, LLC 
 S-N
GC LP HoldCo, Inc. 
 SN Holdings (BR I) LLC 
 SN UHC 1, Inc. 
 SN UHC 2, Inc. 
 SN UHC 3, Inc. 
 SN UHC 4, Inc. 
 SN UHC 5, Inc. 
 Southwest PCS Licenses, LLC 

Southwest PCS Properties, LLC 
 Southwest PCS,
L.P. 
 Sprint Asian American, Inc. 

Sprint Capital Corporation 
 Sprint
Communications Company L.P. 
 Sprint Communications Company of New Hampshire, Inc. 
 Sprint Communications Company of Virginia, Inc. 
 Sprint Corporation 

Sprint Corporation (Inactive) 
 Sprint Credit
General, Inc. 
 Sprint Credit Limited, Inc. 
 Sprint eBusiness, Inc. 
 Sprint Enterprise Mobility, Inc. 

Sprint Enterprise Network Services, Inc. 
 Sprint
Enterprises, L.P. 
 Sprint eWireless, Inc. 
 Sprint Global Venture, Inc. 
 Sprint Healthcare Systems, Inc. 

Sprint HoldCo, LLC 
 Sprint International
Communications Corporation 
 Sprint International Holding, Inc. 
 Sprint International Incorporated 
 Sprint International Network Company LLC 

Sprint Iridium, Inc. 
 Sprint Licensing, Inc.

 Sprint Mexico, Inc. 
 Sprint Nextel
Aviation, Inc. 

  
 [Incremental
Agreement No. 1] 








 Name 
 Sprint Nextel Holdings (ME) Corp. 
 Sprint PCS Assets, L.L.C. 

Sprint PCS Canada Holdings, Inc. 
 Sprint PCS
License, L.L.C. 
 Sprint Solutions, Inc. 
 Sprint Spectrum Equipment Company, L.P. 
 Sprint Spectrum Holding Company, L.P. 

Sprint Spectrum L.P. 
 Sprint Spectrum Realty
Company, L.P. 
 Sprint TELECENTERs, Inc. 
 Sprint Telephony PCS, L.P. 
 Sprint Ventures, Inc. 

Sprint Wavepath Holdings, Inc. 
 Sprint WBC of
New York, Inc. 
 Sprint/United Management Company 
 SprintCom ECP I, L.L.C. 
 SprintCom ECP II, L.L.C. 

SprintCom Equipment Company L.P. 
 SprintCom,
Inc. 
 STE 14 Affiliate LLC 
 SWGP,
L.L.C. 
 SWLP, L.L.C. 
 SWV Eight, Inc.

 SWV Five, Inc. 
 SWV Four, Inc.

 SWV One Telephony Partnership 
 SWV
One, Inc. 
 SWV Seven, Inc. 
 SWV Six,
Inc. 
 SWV Three Telephony Partnership 

SWV Three, Inc. 
 SWV Two Telephony Partnership

 SWV Two Telephony Partnership 
 SWV
Two, Inc. 
 TDI Acquisition Corporation 

Texas Telecommunications, LP 
 Texas Unwired

 Tower Parent Corp. 
 Transworld
Telecommunications, Inc. 
 UbiquiTel Inc. 
 UbiquiTel Leasing Company 
 UbiquiTel Operating Company 

UCOM, Inc. 
 Unrestricted Extend America
Investment Corp. 
 Unrestricted Subscriber Equipment Leasing Company, Inc. 
 Unrestricted Subsidiary Funding Company 
 Unrestricted UMTS Funding Company 

US Telecom of New Hampshire, Inc. 
 US Telecom,
Inc. 

  
 [Incremental
Agreement No. 1] 








 Name 
 US Unwired Inc. 
 USST of Texas, Inc. 
 UT Transition Corporation 
 Utelcom, Inc. 
 Velocita Wireless Holding Corp. 
 Velocita Wireless Holding, LLC 

Via/Net Companies 
 Virgin Mobile USA, Inc.

 Virgin Mobile USA, L.P. 
 VMU GP, LLC

 VMU GP1, LLC 
 Washington Oregon
Wireless Licenses, LLC 
 Washington Oregon Wireless Properties, LLC 
 Washington Oregon Wireless, LLC 
 Wavepath Holdings, Inc. 

Wireless Broadcasting Systems of America, Inc. 

Wireless Cable of Florida, Inc. 
 Wireless
Leasing Co., Inc. 
 WirelessCo, L.P. 

Wireline Leasing Co., Inc. 

  
 [Incremental
Agreement No. 1] 








 
					
	 JPMORGAN CHASE BANK, N.A.,
     as Administrative Agent

		
	 By:
	 	 /s/ Tina Ruyter

		 	Name:	 	Tina Ruyter
		 	Title:	 	Executive Director



  
 [Incremental
Agreement No. 1] 








 
					
	 GOLDMAN SACHS BANK USA,
     as an Incremental Lender that is an
     Increasing
Lender

		
	 By:
	 	 /s/ Mark Walton

		 	Name:	 	Mark Walton
		 	Title:	 	Authorized Signatory



  
 [Incremental
Agreement No. 1] 








 SCHEDULE I 
 TO INCREMENTAL AGREEMENT NO. 1 
 REVOLVING CREDIT COMMITMENTS

  

			
	 Incremental Lender
	  	 Revolving Credit Commitment 
Pursuant to Incremental
Agreement No. 1

	 Goldman Sachs Bank USA
	  	$150,000,000