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Exhibit 4.6
July 14, 2000
Thomas H. Sullivan, Esq.
Black Label Wireless, Inc.
c/o TeleCorp PCS, Inc.
1010 N. Glebe Road
Arlington, Virginia 22201
Dear Mr. Sullivan:
This is in reference to the Credit Agreement dated as of July 14, 2000
among Black Label Wireless, Inc., a Delaware corporation (the "Borrower"), the
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financial institutions signatory thereto from time to time, as lenders (the
"Lenders") and Lucent Technologies Inc., as agent for the Lenders (in such
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capacity, the "Agent") (as it may be amended, restated, supplemented or
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otherwise modified from time to time, the "Credit Agreement"). All capitalized
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terms used but not otherwise defined herein have the meanings given to them in
the Credit Agreement.
Notwithstanding the terms and provisions of the Credit Agreement,
neither Sections 2.9(b), 2.12(a)(ii) and 2.12(b), the last sentence of Section
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2.11, nor the concluding paragraph of Section 2.12(a)(iii) thereof shall be
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applicable to Lucent in its capacity as a Lender thereunder or to any of
Lucent's Affiliates in their capacities as Lenders thereunder, and the Borrower
shall have no obligation to pay any amounts due thereunder to Lucent or its
Affiliates in such capacities. Furthermore, in respect of any Loans made by
Lucent or its Affiliates as Lenders, the LIBOR Rate shall mean the LIBOR Base
Rate.
All other terms and provisions of the Credit Agreement shall continue
in full force and effect. This letter shall be considered a Loan Document for
the purposes of the Credit Agreement. If this letter accurately sets forth the
agreement among the parties, please confirm by signing below.
Very truly yours,
Lucent Technologies Inc., as Agent
By: /s/ Lucent Technologies Inc.
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Name:
Title:
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ACKNOWLEDGED AND AGREED:
Black Label Wireless, Inc., as Borrower
By: /s/ Thomas H. Sullivan
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Name: Thomas H. Sullivan
Title: President
Lucent Technologies Inc., as Lender
By: /s/ Lucent Technologies Inc.
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Name:
Title:
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