Exhibit 4.10
EXECUTION COPY
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT dated as of
August 12, 2005 by Nextel Communications, Inc. (formerly, S-N
Merger Corp., “ Merger Sub ”), a Delaware
corporation, wholly owned by Sprint Corporation, a Kansas
corporation (“ Sprint ”), in favor of JPMorgan
Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent (in such capacity, the “
Administrative Agent ”) and collateral agent (in such
capacity, the “ Collateral Agent ”) for the
Lenders party to the Credit Agreement referred to below.
Nextel Communications, Inc. (“
NCI ”), Nextel Finance Company (the “
Borrower ”), the Restricted Companies party thereto,
the Lenders party thereto, the Administrative Agent and the
Collateral Agent are parties to a Credit Agreement dated as of July
15, 2004 (as amended and in effect on the date hereof, the “
Credit Agreement ”), providing, subject to the terms
and conditions thereof, for extensions of credit (by means of loans
and letters of credit) to be made by said lenders to the Borrower
in an aggregate principal or face amount not exceeding
$6,200,000,000.
Immediately prior to the execution
and delivery of this Assumption Agreement, pursuant to an Agreement
and Plan of Merger, dated as of December 15, 2004 (as amended and
in effect on the date hereof, the “ Merger Agreement
”), by and among Sprint, NCI and Merger Sub, Merger Sub filed
a certificate of merger with the Secretary of State of the State of
Delaware, pursuant to which NCI merged with and into Merger Sub,
with Merger Sub being the surviving corporation (the “
Merger ”), and Merger Sub changed its name from
“S-N Merger Corp.” to “Nextel Communications,
Inc.”.
This Assumption Agreement is being
delivered pursuant to Section 7.03 of the Credit Agreement to
evidence the assumption by Merger Sub of all of the obligations of
NCI under the Credit Agreement, the other Loan Documents and any
Hedging Agreement to which any Lender (or any affiliate of any
Lender) is a party and to provide for the substitution of
“Merger Sub” for “NCI” under the Credit
Agreement and the other Loan Documents. Accordingly, the parties
hereto agree as follows:
Section 1. Definitions .
Terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Assumption . As
contemplated by Section 7.03 of the Credit Agreement, and without
limiting the assumption of the obligations of NCI by Merger Sub
that occurs by operation of law upon consummation of the Merger,
effective upon consummation of the Merger, Merger Sub hereby (i)
agrees that references to “NCI” under the Credit
Agreement and the other Loan Documents shall be references to
“Merger Sub”, as successor to NCI pursuant to the
Merger, and (ii) assumes all of the obligations, liabilities,
responsibilities and duties of NCI under the Credit Agreement, the
other Loan Documents and any Hedging Agreement to which any Lender
(or any affiliate of any Lender) is a party, including the
guarantee of the Guaranteed Obligations.
Section 3. Representations and
Warranties . Without limiting the generality of the foregoing,
Merger Sub hereby represents and warrants to the Lenders
that:
(i) Merger Sub is duly organized,
validly existing and in good standing under the laws of the State
of Delaware. Merger Sub has all requisite power and authority under
its organizational documents to carry on its business
