Sprint - Nextel 2012 Annual Report Download - page 218

(b) to the extent the Available Funding Amount in respect of a previous Draw Date shall have been decreased as a result of
an Exchange Security Cut - Back, an aggregate principal amount of Notes equal to the amount of such Exchange Security Cut - Back
(but only if the Exchange Securities issuable upon exchange of such Notes shall have been duly authorized and reserved as of such
DrawDate).";
(c) Section 5.02(e) of the Note Purchase Agreement is hereby deleted in its entirety, and the reference to such Section in
Section 5.02(f) of the Note Purchase Agreement is hereby deleted in its entirety;
(d) the last sentence of Section 7.04 of the Note Purchase Agreement is hereby deleted in its entirety; and
(e) Section 8.01(c) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
"automatically, without any further action by the Parent, the Issuers or the Purchaser, if the Merger Agreement is terminated pursuant
to its terms; provided, that, if the Merger Agreement is terminated pursuant to Section 6.1(c)(iii) or Section 6.1(d) thereof, this
Agreement shall not be automatically terminated, but instead shall terminate pursuant to this Section 8.01(c) upon the election by the
Issuers to exchange any Notes for Exchange Securities pursuant to the terms of the Indenture;".
1.2
Acknowledgment. The Parties hereby acknowledge and agree that the Issuers failed to satisfy the conditions set forth
in Section 5.02 of the Note Purchase Agreement in respect of the January 2, 2013 and February 1, 2013 Draw Dates, and the
Parties hereby acknowledge and agree that the Purchaser is under no obligation to purchase any Notes that would otherwise have
been available for purchase and sale as of such Draw Dates.
2.
GENERAL
2.1
Defined Terms. Capitalized terms used herein which are not otherwise defined herein shall have the meaning given to
such terms in the Note Purchase Agreement.
2.1
Full Force and Effect. Except to the extent specifically amended herein or supplemented hereby, the Note Purchase
Agreement remains in full force and effect.
2.2
Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.