exv10w18



 





Exhibit 10.18




SECOND AMENDMENT TO THE

SECOND AMENDED AND RESTATED CREDIT AGREEMENT



THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is entered into as of August 29, 2007, by and between ROYAL
STREET COMMUNICATIONS, LLC (“Royal Street”). ROYAL STREET COMMUNICATIONS
CALIFORNIA, LLC, ROYAL STREET BTA 262, LLC, ROYAL STREET COMMUNICATIONS FLORIDA, LLC,
ROYAL STREET BTA 159, LLC, ROYAL STREET BTA 212, LLC, ROYAL STREET BTA 239, LLC,
ROYAL STREET BTA 289, LLC and ROYAL STREET BTA 336, 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 “Amended
Second Credit Agreement,” together with 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 $500,000,000
to $680,000,000 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 $680,000,000.00 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) 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) 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 is 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.



	 	 	 	 	 	 	 
	BORROWERS:	 	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:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	Name:	 	Roger D. Linquist
	 	 	 	 	Title:	 	Chief Executive Officer






 









 





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

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	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: Chief Executive Officer