Preview | Credit Agreement |

Section		Page
ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	1
1.01	Defined Terms.	1
1.02	Other Interpretive Provisions.	36
1.03	Accounting Terms.	37
1.04	Rounding.	38
1.05	Times of Day.	38
1.06	Letter of Credit Amounts.	38
ARTICLE II	THE COMMITMENTS AND CREDIT EXTENSIONS	38
2.01	Committed Loans.	38
2.02	Borrowings, Conversions and Continuations of Committed Loans.	39
2.03	Letters of Credit.	41
2.04	Swingline Loans	49
2.05	Prepayments.	52
2.06	Termination or Reduction of Aggregate Revolving Commitments.	54
2.07	Repayment of Loans.	55
2.08	Interest.	55
2.09	Fees.	56
2.10	Computation of Interest and Fees.	56
2.11	Evidence of Debt.	57
2.12	Payments Generally; Administrative Agents Clawback.	57
2.13	Sharing of Payments by Lenders.	59
ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY	60
3.01	Taxes.	60
3.02	Illegality.	62
3.03	Inability to Determine Rates.	63
3.04	Increased Costs.	63
3.05	Compensation for Losses; Breakage Payments.	65
3.06	Mitigation Obligations; Replacement of Lenders.	66
3.07	Survival.	66
ARTICLE IV	GUARANTY	66
4.01	The Guaranty.	66
4.02	Obligations Unconditional.	67
4.03	Reinstatement.	68
4.04	Certain Additional Waivers.	68
4.05	Remedies.	69
4.06	Rights of Contribution.	69
4.07	Guarantee of Payment; Continuing Guarantee.	69
ARTICLE V CONDITIONS	PRECEDENT TO CREDIT EXTENSIONS	69
5.01	Conditions of Closing Date and Initial Credit Extension.	69
5.02	Conditions to all Credit Extensions.	72
ARTICLE VI	REPRESENTATIONS AND WARRANTIES	73
6.01	Existence, Qualification and Power.	73

6.02	Authorization; No Contravention.	73
6.03	Governmental Authorization; Other Consents.	73
6.04	Binding Effect.	74
6.05	Financial Statements; No Material Adverse Effect.	74
6.06	Litigation.	75
6.07	No Default.	75
6.08	Ownership of Property; Liens.	75
6.09	Environmental Compliance.	75
6.10	Insurance.	76
6.11	Taxes.	76
6.12	ERISA Compliance.	77
6.13	Capital Structure/Subsidiaries.	77
6.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act.	77
6.15	Disclosure.	77
6.16	Compliance with Laws.	78
6.17	Intellectual Property.	78
6.18	Solvency.	78
6.19	Telecommunications Regulatory Matters.	78
ARTICLE VII	AFFIRMATIVE COVENANTS	79
7.01	Financial Statements.	79
7.02	Certificates; Other Information.	80
7.03	Notices and Information.	81
7.04	Payment of Obligations.	82
7.05	Preservation of Existence, Etc.	82
7.06	Maintenance of Properties.	83
7.07	Maintenance of Insurance.	83
7.08	Compliance with Laws and Contractual Obligations.	83
7.09	Books and Records.	83
7.10	Inspection Rights.	84
7.11	Use of Proceeds.	84
7.12	Additional Guarantors.	84
7.13	Further Assurances.	86
ARTICLE VIII	NEGATIVE COVENANTS	86
8.01	Liens.	87
8.02	Investments.	89
8.03	Indebtedness.	92
8.04	Fundamental Changes.	95
8.05	Dispositions.	96
8.06	Restricted Payments.	96
8.07	Change in Nature of Business.	97
8.08	Transactions with Affiliates and Insiders.	97
8.09	Burdensome Agreements.	98
8.10	Use of Proceeds.	98
8.11	Financial Covenants.	98

8.12	Prepayment of Other Indebtedness, Amendment of Documents, Etc.	100
8.13	Organization Documents; Fiscal Year.	101
8.14	Ownership of Subsidiaries.	101
8.15	Negative Covenants Applicable to Wireless Holdco.	101
8.16	Designated Senior Indebtedness.	101
ARTICLE IX	EVENTS OF DEFAULT AND REMEDIES	102
9.01	Events of Default.	102
9.02	Remedies Upon Event of Default.	104
9.03	Application of Funds.	105
ARTICLE X	ADMINISTRATIVE AGENT	106
10.01	Appointment and Authority.	106
10.02	Rights as a Lender.	106
10.03	Exculpatory Provisions.	106
10.04	Reliance by Administrative Agent.	107
10.05	Delegation of Duties.	108
10.06	Resignation of Administrative Agent.	108
10.07	Non-Reliance on Administrative Agent and Other Lenders.	109
10.08	No Other Duties, Etc..	109
10.09	Administrative Agent May File Proofs of Claim.	109
10.10	Collateral and Guaranty Matters.	110
ARTICLE XI	MISCELLANEOUS	111
11.01	Amendments, Etc.	111
11.02	Notices. Effectiveness of Electronic Communications.	115
11.03	No Waiver; Cumulative Remedies.