Amendment No.1, dated as of December 16, 2005



 Exhibit 10.2 
  
 AMENDMENT NO. 1 
  
 AMENDMENT NO. 1 dated as of December 16, 2005 among SPRINT NEXTEL CORPORATION (formerly known as Sprint Corporation) (the
“Company”), SPRINT CAPITAL CORPORATION (“Sprint Capital” and together with the Company, the “Borrowers”) and the Lenders executing this Amendment No. 1 on the signature pages hereto.

  
 The Borrowers, the lenders party thereto (including the
Lenders executing this Amendment No. 1 on the signature pages hereto), and Citibank, N.A., as Administrative Agent, are parties to a 364-Day Credit Agreement dated as of June 21, 2005 (as modified and supplemented and in effect from time
to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said lenders to the Borrowers in an aggregate principal or face amount not exceeding $1,000,000,000.

  
 The Borrowers and the Lenders party hereto wish now to amend
the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows: 
  
 Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein. 
  
 Section 2. Amendments. Subject to
the execution hereof by the Borrowers and Lenders party to the Credit Agreement constituting the Required Lenders, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 
  
 2.01. References Generally. References in the Credit Agreement
(including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to
the Credit Agreement as amended hereby. 
  
 2.02.
Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definition in the appropriate alphabetical location (to the extent not already included in said Section 1.01): 
  
 “Sprint Nextel Credit Agreement” means the
Credit Agreement to be dated on or about December 19, 2005 among the Company, Nextel Communications, Inc., Sprint Capital, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as modified and supplemented and in
effect from time to time. 
  
 Amendment No. 1 







 2.03. Subsidiary Debt. Section 5.02(e)(vi) of the Credit Agreement is hereby amended in its
entirety to read as follows: 
  
 “(vi) other
Debt in an aggregate amount not to exceed $200,000,000 at any one time outstanding (and, in the case of Nextel Communications, Inc., Debt under the Sprint Nextel Credit Agreement),” 
  
 Section 3. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full
force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. 
  
 Amendment No. 1 
  

 - 2 - 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to be
duly executed and delivered as of the day and year first above written. 
  

			
	SPRINT NEXTEL CORPORATION
		
	By:	 	 /s/ Richard S. Lindahl


	Name:	 	Richard S. Lindahl
	Title:	 	Vice President & Treasurer
	
	SPRINT CAPITAL CORPORATION
		
	By:	 	 /s/ Richard S. Lindahl


	Name:	 	Richard S. Lindahl
	Title:	 	Vice President & Treasurer


  
 Amendment No.
1 
  

 - 3 - 









			
	LENDERS
	
	Bank of America, N.A.
		
	By	 	 /s/ Scott Conner


	Name:	 	Scott Conner
	Title:	 	Vice President
	
	Citibank, N.A.
		
	By	 	 /s/ Freddy Boom


	Name:	 	Freddy Boom
	Title:	 	Director
	
	Deutsche Bank AG New York Branch
		
	By	 	 /s/ David Dickinson


	 	 	David Dickinson
	 	 	Director
		
	By	 	 /s/ Andreas Neumeier


	 	 	Andreas Neumeier
	 	 	Director
	
	Fifth Third Bank
		
	By	 	 /s/ Megan S. Heisel


	Name:	 	Megan S. Heisel
	Title:	 	Fifth Third Bank
	
	JPMORGAN CHASE BANK, N.A.
		
	By	 	 /s/ Tracey Navin Ewing


	Name:	 	Tracey Navin Ewing
	Title:	 	Vice President


  
 Amendment No.
1 
  

 - 4 - 









			
	KeyBank National Association
		
	By	 	 /s/ Daniel DiMarco


	Name:	 	Daniel DiMarco
	Title:	 	Assistant Vice President
	
	LEHMAN BROTHERS BANK, FSB
		
	By	 	 /s/ Janine M. Shugan


	Name:	 	Janine M. Shugan
	Title:	 	Authorized Signatory
	
	MERRILL LYNCH BANK USA
		
	By	 	 /s/ Louis Alder


	Name:	 	Louis Alder
	Title:	 	Director
	
	The Northern Trust Company
		
	By	 	 /s/ Preeti Sullivan


	Name:	 	Preeti Sullivan
	Title:	 	Vice President
	
	UMB Bank, n.a.
		
	By	 	 /s/ David A. Proffitt


	Name:	 	David A. Proffitt
	Title:	 	Senior Vice President
	
	Wachovia Bank, N.A.
		
	By	 	 /s/ Scott Suddreth


	Name:	 	Scott Suddreth
	Title:	 	Vice President


  
 Amendment No.
1 
  

 - 5 - 









			
	Wells Fargo Bank, N.A.
		
	By	 	 /s/ Thiplada Siddiqui


	Name:	 	Thiplada Siddiqui
	Title:	 	Vice President
		
	By	 	 /s/ Peter Martinets


	Name:	 	Peter Martinets
	Title:	 	Vice President
	
	WILLIAM STREET
	COMMITMENT CORPORATION
	(Recourse only to assets of William Street
	Commitment Corporation)
		
	By	 	 /s/ Mark Walton


	Name:	 	Mark Walton
	Title:	 	Assistant Vice President


  
 Amendment No.
1 
  

 - 6 -