CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
SUBORDINATION AGREEMENT
SUBORDINATION AGREEMENT, dated as of November 17, 2003, among
SBC COMMUNICATIONS INC., a Delaware corporation ("SBC"), BELLSOUTH CORPORATION,
a Georgia corporation ("BellSouth"), and CELLULAR CREDIT CORPORATION, a Delaware
corporation wholly-owned by BellSouth ("Cellular Credit"), (each of SBC,
BellSouth and Cellular Credit is referred to herein as a "Subordinated Creditor"
and, collectively, the "Subordinated Creditors"), and CINGULAR WIRELESS LLC, a
Delaware limited liability company (the "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrower has entered into a 364-day Credit
Agreement, dated as of November 17, 2003, among the Borrower, the Lenders party
thereto, and JPMorgan Chase Bank, as Administrative Agent (as the same may be
amended, modified, supplemented or restated from time to time, and any
replacement, substitution, refunding or refinancing of all or any portion
thereof which by its terms is stated to be entitled to the benefits hereof,
whether with the same or different lenders, the "Credit Agreement"); and
WHEREAS, the term "Debt" as defined in the Credit Agreement,
excludes financial obligations of the Borrower that constitute "Shareholder
Loans" within the meaning of the Credit Agreement; and
WHEREAS, each of the Subordinated Creditors has extended
credit, and may in the future extend credit, to the Borrower, and
WHEREAS, by entering into, or agreeing to be bound by, the
terms of this Subordination Agreement each Subordinated Creditor desires to
agree, for the benefit of the Lenders, to certain subordination and related
terms that shall apply to any such credit, provided that such credit is
identified on Schedule A hereto, in the case of SBC or any Subsidiary of SBC, or
Schedule B hereto, in the case of BellSouth or any Subsidiary of BellSouth (all
such indebtedness identified on such schedules, as such schedules they may from
time to time be supplemented in accordance with the terms hereof, the
"Shareholder Loans"); and
NOW, THEREFORE, in consideration of the premises, the parties
hereto hereby agree as follows:
CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
SECTION 1. DEFINITIONS
1.1 Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.
1.2 The following terms shall have the following
meanings:
"Agreement": This Subordination Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.
"Credit Agreement": The Credit Agreement as defined in the
preamble hereto.
"Senior Capital Markets Debt": all obligations payable from
time to time by the Borrower pursuant to (i) each commercial paper note
issued from time to time by the Borrower pursuant to the terms of the
Issuing and Paying Agent Agreement, dated as of November 15, 2000,
between the Borrower and Chase Manhattan Bank, as issuing and paying
agent, as amended, modified, supplemented or restated from time to
time, (ii) each other commercial paper note, commercial note or similar
indebtedness for borrowed money having an original maturity of 390 days
or less (but the maturity of which may be extendible, either
automatically unless the holder elects to the contrary or on some other
basis), and (iii) each other obligation of the Borrower to creditors
other than the Subordinated Creditors (A) that each of SBC and
BellSouth has approved as Senior Capital Markets Debt by executing a
notice substantially in the form of Exhibit B hereto and delivering a
signed counterpart thereof to the Borrower and (B)(I) which by its
terms is expressly stated to be "Senior Capital Markets Debt" under
this Agreement or (II) which the Borrower from time to time after the
issuance thereof has notified in writing the creditors for such
obligation or their trustee, agent or other representative is "Senior
Capital Markets Debt" under this Agreement, in each case with respect
to obligations referred to in clauses (i) - (iii) above including,
without limitation, all obligations for the payment of principal of and
interest (including interest accruing on or after, or which would
accrue but for, the filing of any petition in bankruptcy or for
reorganization relating to the
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Borrower, whether or not a claim for post-petition interest is allowed
in such proceeding) on any amounts due thereunder.
"Senior Debt": all obligations payable from time to time by
the Borrower pursuant to the Credit Agreement and the notes issued
thereunder (including, without limitation, all obligations for the
payment of principal of and interest (including interest accruing on or
after, or which would accrue but for the filing of any petition in
bankruptcy or for reorganization relating to the Borrower, whether or
not a claim for post-petition interest is allowed in such proceeding)
on the Loans).
"Senior Pari Passu Debt": all Senior Debt and all Senior
Capital Markets Debt, together with any other obligations of the
Borrower to other creditors the payment of which by their terms is
expressly stated to be senior to payment of the Subordinated
Obligations and which is expressly entitled to pro rata payment by the
Borrower (on the basis of then outstanding unpaid obligations) on a
pari passu basis with all payments by the Borrower to the holders of
Senior Debt required hereunder.
"Subordinated Obligations": the collective reference to the
unpaid obligations with respect to the Shareholder Loans, whether
direct or indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under, out of, or
in connection with the Shareholder Loans, in each case whether on
account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Subordinated
Creditors that are required to be paid by the Borrower pursuant to the
terms of any Shareholder Loans).
1.3 The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section and
paragraph references are to this Agreement unless otherwise specified.
1.4 The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
SECTION 2. TERMS OF SUBORDINATION
2.1 Subordination. (a) Each Subordinated Creditor agrees, for
itself and each future holder of the Subordinated Obligations, that the
Subordinated Obligations are expressly subordinate and junior in right of
payment to all Senior Debt.
(b) As used herein, "subordinate and junior in right of
payment" shall mean that:
(i) No payment or prepayment of any principal, premium (if
any) or interest on account of a Subordinated Obligations and no
repurchase, redemption or other retirement (whether at the option of
the holder or otherwise) of a Subordinated Obligations shall be made so
long as this Agreement is effective; provided that (A) payments of
interest may be made from any source, and (B) payments or prepayments
of principal may be made from any source other than the proceeds
(whether used directly or indirectly, and whether the purpose of such
use is immediate, incidental or ultimate) of Loans, in each case, if,
at the time of such payment of interest or payment or prepayment of
principal and immediately after giving effect thereto (x) there shall
not exist a default in the payment or prepayment of any principal of or
interest on any Senior Debt and (y) there shall not have occurred a
default (other than a default in the payment or prepayment of principal
of or interest on any Senior Debt) permitting (or which, with the
giving of notice or lapse of time or both, would permit) the holder or
holders of Senior Debt to accelerate the maturity thereof (unless such
default shall have been cured or waived) (it being understood that for
purposes of determining whether a default has occurred under Section
5.09 of the Credit Agreement, such payment or prepayment shall be
deemed to have occurred, and any related Debt shall be deemed to have
been incurred, on the last day of the most recent period for which a
certificate was required to have been delivered pursuant to Section
5.01(c) of the Credit Agreement, and compliance with Section 5.09 shall
be retested as of such date);
(ii) In the event of any insolvency or bankruptcy proceedings,
or any receivership, liquidation, reorganization or other similar
proceedings, relative to the Borrower or to its creditors, as such, or
to its property, or in the event of any proceeding for voluntary
liquidation, dissolution or other winding up of the
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Borrower, whether or not involving insolvency or bankruptcy, then the
holders of all Senior Pari Passu Debt shall be entitled to receive
payment in full in cash of all Senior Pari Passu Debt before the
holders of the Subordinated Obligations are entitled to receive any
payment on account of the Subordinated Obligations, and to that end the
holders of the Senior Pari Passu Debt shall be entitled to receive pro
rata distributions of any kind or character, whether in cash or
property or securities, which may be payable or deliverable in any such
proceedings in respect of the Subordinated Obligations;
(iii) If any Subordinated Obligation is declared or otherwise
becomes due and payable (under circumstances when the provisions of the
foregoing paragraphs (i) or (ii) are not applicable, whether as a
result of the occurrence of an event of default under such Subordinated
Obligations or otherwise), the holders of Senior Pari Passu Debt
outstanding at the time such Subordinated Obligations so become due and
payable shall be entitled to receive payment in full of all Senior Pari
Passu Debt before the holders of the Subordinated Obligations are
entitled to receive any payment on account of the Subordinated
Obligations;
(iv) If, notwithstanding the occurrence of any of the events
described in paragraphs (i) (other than a payment permitted by the
proviso thereto), (ii) and (iii), any such payment or distribution of
assets of the Borrower of any kind or character, whether in cash,
property or securities, shall be received by the holders of
Subordinated Obligations before all Senior Pari Passu Debt is paid in
full in cash, or provision made for such payment in a manner
satisfactory to the Administrative Agent on behalf of the Lenders and
each other holder of Senior Pari Passu Debt (or such holder's
representative), such payment or distribution shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders
of such Senior Pari Passu Debt or their representative or
representatives, as their respective interests may appear, for
application to the payment of all Senior Pari Passu Debt remaining
unpaid to the extent necessary to pay such Senior Pari Passu Debt in
full in cash, in accordance with its terms, after giving effect to any
concurrent payment or distribution to all holders of such Senior Pari
Passu Debt; and
(v) No holder of Senior Debt shall be prejudiced in its right
to enforce subordination of the Subordinated Obligations by any act or
failure to act on the part of the Borrower; provided that the foregoing
provisions are solely for the
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
purpose of defining the relative rights of the holders of Senior Debt,
on the one hand, and the holders of Subordinated Obligations, on the
other hand, and that nothing herein shall impair, as between the
Borrower and the holders of the Subordinated Obligations, the
obligation of the Borrower, which shall be unconditional and absolute,
to pay to the holders of the Subordinated Obligations the principal and
premium (if any) thereof and interest thereon in accordance with its
terms, nor shall anything therein prevent the holders of the
Subordinated Obligations from exercising all remedies otherwise
permitted by applicable law or the instruments pursuant to which the
Subordinated Obligations were issued upon default thereunder, subject
to the rights under paragraphs (i), (ii), (iii), and (iv) above of a
holder of Senior Pari Passu Debt to receive cash, property or
securities otherwise payable or deliverable to the holders of the
Subordinated Obligations.
(c) The expressions "prior payment in full," "payment in
full," "paid in full", "fully paid and satisfied" and any other similar
terms or phrases when used in this Agreement with respect to the Senior
Debt shall mean (i) the full and final payment in cash, in immediately
available funds, of all of the Senior Debt, and (ii) the termination of
the Credit Agreement.
To the extent any payment of Senior Debt (whether by or on
behalf of the Borrower, as proceeds of security or enforcement of any right of
set-off or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to a trustee, receiver or other similar party under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar laws,
then if such payment is recovered by, or paid over to, such trustee, receiver or
other similar party, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. To the extent the obligation to repay any Senior Debt is
declared to be fraudulent, invalid or otherwise set aside under any bankruptcy,
insolvency, receivership, fraudulent conveyance or similar laws, then the
obligations so declared fraudulent, invalid or otherwise set aside (and all
other amounts that would become due with respect thereto had such obligations
not been so affected) shall be deemed to be reinstated and outstanding as Senior
Debt for all purposes hereof as if such declaration, invalidity or setting aside
had not occurred.
(d) Notwithstanding any other provision of this Agreement, the
Borrower shall have the right to make, and the Subordinated Creditors shall have
the right to receive and to retain, any payment or voluntary prepayment by the
Borrower of any
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Subordinated Obligation as contemplated by the proviso to paragraph (i) of
subsection 2.1(b) if, immediately after giving effect thereto, there shall not
exist a default in the payment or prepayment of any principal of or interest on
any Senior Debt.
2.2 Additional Subordinated Obligations. A Subordinated
Creditor may cause Schedule A or Schedule B hereto, as the case may be, to be
supplemented from time to time to add additional obligations of the Borrower to
the Subordinated Creditor (or its Subsidiary) as Subordinated Obligations by
executing a notice substantially in the form of Exhibit A hereto and delivering
a signed counterpart thereof to the Borrower and to the Administrative Agent.
Schedule A and Schedule B, as the case may be, will be deemed modified as of the
date such signed notices have been delivered.
2.3 Agreement to Cooperate. Each Subordinated Creditor hereby
agrees, under the circumstances set forth in paragraph (ii) of subsection
2.1(b), duly and promptly to take such action as may be requested at any time
and from time to time by the Senior Creditors (or their representative), to file
appropriate proofs of claim in respect of the Subordinated Obligations, and to
execute and deliver such powers of attorney, assignments of proofs of claim or
other instruments as may be requested by the Senior Creditors (or their
representative), in order to enable the Senior Creditors to enforce any and all
claims upon or in respect of the Subordinated Obligations and to collect and
receive any and all payments or distributions which may be payable or
deliverable at any time upon or in respect of the Subordinated Obligations.
2.4 Subrogation. (a) No Subordinated Creditor shall be
entitled to enforce its rights of subrogation to receive payments or
distributions of assets of the Borrower on the Senior Debt until the Senior Debt
has been paid in full.
(b) Subject to the payment in full of all Senior Debt, until
all amounts owing on the Subordinated Obligations shall be paid in full the
Subordinated Creditors shall be subrogated to the rights of the holder(s) of the
Senior Debt (to the extent of payments or distributions previously made to such
holders pursuant to the provisions of subsection 2.1(b)).
2.5 Capital Markets Debt Subordination Agreement. It is
intended that the Senior Debt constitutes "Senior Pari Passu Debt" for purposes
of the Capital Markets
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Debt Subordination Agreement, dated as of November 21,2000, among SBC,
BellSouth, any Subsidiary Lender and the Borrower.
SECTION 3. REPRESENTATIONS.
Each Subordinated Creditor represents and warrants as follows:
3.1 Power and Authority; Authorization; No Violation. The
Subordinated Creditor has corporate power, authority and legal right to execute,
deliver and perform this Agreement, and the execution, delivery and performance
of this Agreement have been duly authorized by all necessary action on its part,
do not require any approval or consent of any trustee or holders of any
indebtedness or obligations of the Subordinated Creditor and will not violate
any provision of law, governmental regulation, order or decree or any provision
of any material indenture, mortgage, contract or other agreement entered into by
the Subordinated Creditor or by which the Subordinated Creditor is bound.
3.2 Consents. No consent, license, approval or authorization
of, or registration or declaration with, any governmental instrumentality,
domestic or foreign, is required in connection with the execution, delivery and
performance by the Subordinated Creditor of this Agreement.
3.3 Binding Obligation. This Agreement constitutes a legal,
valid and binding obligation of the Subordinated Creditor enforceable in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights generally and to
the availability of equitable remedies.
SECTION 4. MODIFICATIONS OF SENIOR DEBT;
RELIANCE.
Each Subordinated Creditor consents that, without the
necessity of any reservation of rights against the Subordinated Creditors, and
without notice to or further assent by the Subordinated Creditors, (a) any
demand for payment of any Senior Debt may be rescinded in whole or in part, and
any Senior Debt may be continued, and the Senior Debt, or the liability of any
other party upon or for any part thereof, or any collateral security or guaranty
therefor, or right of offset with respect thereto, may, from
-8-
CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
time to time, in whole or in part, be renewed, extended, modified, accelerated,
compromised, waived, surrendered, or released and (b) the Credit Agreement and
any other document or instrument evidencing or governing the term of any other
Senior Debt or any other collateral security documents or guaranties or
documents in connection with the Credit Agreement or the Senior Debt (other than
this Agreement) may be amended, modified, supplemented or terminated, in whole
or in part, as the Senior Creditors may deem advisable from time to time, the
manner, place or terms of payment or time of payment of the Senior Debt may be
amended or supplemented, any collateral security at any time held by the Senior
Creditors for the payment of any of the Senior Debt may be sold, exchanged,
waived, surrendered or released, in each case, except as provided above, all
without notice to or further assent by either Subordinated Creditor, and all
without impairing, abridging, releasing or affecting the subordination provided
for herein, notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange,
waiver, surrender or release. Each Subordinated Creditor waives any and all
notice of the creation, modification, renewal, extension, alteration, supplement
or accrual of any of the Senior Debt and notice of or proof of reliance by the
Senior Creditors upon this agreement, and the Senior Debt and any of them shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Agreement. Each Subordinated Creditor acknowledges and agrees that the
Senior Creditors have relied upon the subordination provided for herein in
entering into the Credit Agreement and in making funds available to the Borrower
thereunder. Except as otherwise provided in this Agreement, each Subordinated
Creditor waives notice or proof of reliance on this Agreement and protest,
demand for payment and notice of default.
SECTION 5. MISCELLANEOUS.
5.1 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
5.2 Further Assurances. Each Subordinated Creditor, at its own
expense and at any time from time to time, upon the written request of Borrower
will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Borrower reasonably may request
for the purposes of assuring that the holders of Senior Debt obtain or preserve
the full benefits of this Agreement and of the rights and powers herein granted.
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
5.3 Provisions Define Relative Rights. This Agreement is
intended solely for the purpose of defining the relative rights of the Senior
Debt, on the one hand and the Subordinated Creditors on the other, and no other
Person shall have any right, benefit or other interest under this Agreement.
5.4 Notices. All notices, requests and demands hereunder to or
upon the Senior Creditors, the Subordinated Creditors or the Borrower to be
effective shall be in writing (or by fax or similar electronic transfer
confirmed in writing) and shall be deemed to have been duly given or made (a)
when delivered by hand or (b) if given by mail, when deposited in the mails by
certified mail, return receipt requested, or (c) if by fax or similar electronic
transfer, when sent and receipt has been confirmed, addressed as follows:
If to the SBC: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attention: Vice President-Treasurer
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to BellSouth: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Vice President & Treasurer
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to the Borrower or to the Senior Creditors, to the
addresses specified in the Credit Agreement.
The parties to this Agreement may change their addresses and transmission
numbers for notices by notice to the other parties in the manner provided in
this Section.
5.5 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5.6 Severability. All rights, powers and remedies provided
herein may be exercised only to the extent that the exercise thereof does not
violate any applicable provisions of law and are intended to be limited to the
extent necessary so that they will
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
not render this Agreement invalid or unenforceable. If any term of this
Agreement or any application thereof shall be invalid or unenforceable, the
remainder of this Agreement and any other application of such term shall not be
affected thereby.
5.7 Controlling Agreement; Termination.
(a) Unless and until all Senior Debt has been paid in
full and all commitments to lend terminated, notwithstanding the provisions in
the Subordinated Obligations, the provisions of this Agreement shall be
controlling as to the matters set forth herein. This Agreement shall terminate
and have no further force or effect on and as of the date that the Senior Debt
has been paid in full.
(b) The Subordination and Extension Agreement dated
as of November 18, 2002 among SBC, BellSouth, certain BellSouth Subsidiaries and
the Borrower is hereby terminated and of no further force or effect.
5.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
5.9 Limitations on Amendment. So long as any Senior Debt is
outstanding, no modification, supplement or waiver of any provision of this
Agreement shall be effective with respect to the Senior Debt unless expressly
agreed to in writing by the Administrative Agent (with the approval of the
Required Lenders).
5.10 Representatives. Each Subsidiary Lender that is a
subsidiary of SBC hereby appoints SBC as its agent and attorney-in-fact (a) for
all purposes under this Agreement, including agreement to waivers and
amendments, and (b) to execute and deliver other agreements pertaining to
subordination of Shareholder Loans. Each Subsidiary Lender that is a subsidiary
of BellSouth hereby appoints BellSouth as its agent and attorney-in-fact (a) for
all purposes under this Agreement, including agreement to waivers and
amendments, and (b) to execute and deliver other agreements pertaining to
subordination of Shareholder Loans.
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
IN WITNESS WHEREOF, each party hereto has caused this
Agreement to be duly executed, all as of the date and year first above written.
CINGULAR WIRELESS LLC
By: Cingular Wireless Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Treasurer
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
BELLSOUTH CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and
Treasurer
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
CELLULAR CREDIT CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
SBC COMMUNICATIONS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President-Treasurer
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CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Schedule A
DEBTOR PAYEE/HOLDER DATE OF NOTE MATURITY DATE PRINCIPAL AMOUNT
------ ------------ ------------ ------------- ----------------
Cingular Wireless LLC SBC Communications Inc. 7/1/03 6/30/08 $5,884,906,986.10
A-1
CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Schedule B
DEBTOR PAYEE/HOLDER DATE OF NOTE MATURITY DATE PRINCIPAL AMOUNT
------ ------------ ------------ ------------- ----------------
Cingular Wireless LLC BellSouth Corporation 7/1/03 6/30/08 $ 886,706,000
Cingular Wireless LLC Cellular Credit Corporation 7/1/03 6/30/08 $ 11,000,000
Cingular Wireless LLC Cellular Credit Corporation 7/1/03 6/30/08 $ 2,895,383,350
A-1
CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Exhibit A
[FORM OF NOTICE OF ADDITIONAL SUBORDINATED DEBT]
Cingular Wireless LLC
[Address]
Re: Designation of Additional Subordinated Obligations
Ladies and Gentlemen:
The undersigned hereby designates the following loan which has
been extended by the undersigned to you as a Subordinated Obligation under the
Subordination Agreement, dated as of November 17, 2003:
[describe debt]
The foregoing description is hereby deemed added to Schedule
[A] [B] of the Subordination Agreement. [The undersigned hereby agrees that it
shall be deemed a Subsidiary Lender under the Subordination Agreement with
respect to the above-referenced debt.]*
Very truly yours,
[SBC COMMUNICATIONS INC.]
[BELLSOUTH CORPORATION]
[SUBSIDIARY LENDER]
cc: JPMorgan Chase Bank
as Administrative Agent
----------------
* Insert if delivered with respect to loan by subsidiary of SBC or BellSouth.
CINGULAR WIRELESS LLC
EXHIBITS - Subordination Agreement among SBC Communications Inc., BellSouth
Corporation, Cellular Credit Corporation and Cingular Wireless LLC
dated November 17, 2003
EXHIBIT 10.56
Exhibit B
[FORM OF NOTICE OF ADDITIONAL SENIOR CAPITAL MARKETS DEBT]
Cingular Wireless LLC
[Address]
Re: Approval of Additional Senior Capital Markets Debt
Ladies and Gentlemen:
The undersigned hereby approves the following obligation that
you propose to issue or have issued as "Senior Capital Markets Debt" under the
Subordination Agreement, dated as of November 17, 2003 and the Capital Markets
Debt Subordination Agreement, dated as of November 21, 2000:
[describe obligation]
Very truly yours,
[SBC COMMUNICATIONS INC.]
[BELLSOUTH CORPORATION]