Delaware | | | | | 20-0836269 | |
Delaware | | | 4812 | | | 91-1983600 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
Title of each class of securities to be registered | | | Amount to be registered | | | Proposed maximum offering price per unit(1) | | | Proposed maximum aggregate offering price(1) | | | Amount of registration fee(2) |
3.500% Senior Secured Notes due 2025(3) | | | $3,000,000,000 | | | 100% | | | $3,000,000,000 | | | $327,300 |
Guarantees of the 3.500% Senior Secured Notes due 2025(4) | | | $3,000,000,000 | | | N/A | | | N/A | | | N/A |
1.500% Senior Secured Notes due 2026(3) | | | $1,000,000,000 | | | 100% | | | $1,000,000,000 | | | $109,100 |
Guarantees of the 1.500% Senior Secured Notes due 2026(4) | | | $1,000,000,000 | | | N/A | | | N/A | | | N/A |
3.750% Senior Secured Notes due 2027(3) | | | $4,000,000,000 | | | 100% | | | $4,000,000,000 | | | $436,400 |
Guarantees of the 3.750% Senior Secured Notes due 2027(4) | | | $4,000,000,000 | | | N/A | | | N/A | | | N/A |
2.050% Senior Secured Notes due 2028(3) | | | $1,750,000,000 | | | 100% | | | $1,750,000,000 | | | $190,925 |
Guarantees of the 2.050% Senior Secured Notes due 2028(4) | | | $1,750,000,000 | | | N/A | | | N/A | | | N/A |
3.875% Senior Secured Notes due 2030(3) | | | $7,000,000,000 | | | 100% | | | $7,000,000,000 | | | $763,700 |
Guarantees of the 3.875% Senior Secured Notes due 2030(4) | | | $7,000,000,000 | | | N/A | | | N/A | | | N/A |
2.550% Senior Secured Notes due 2031(3) | | | $2,500,000,000 | | | 100% | | | $2,500,000,000 | | | $272,750 |
Guarantees of the 2.550% Senior Secured Notes due 2031(4) | | | $2,500,000,000 | | | N/A | | | N/A | | | N/A |
2.250% Senior Secured Notes due 2031(3) | | | $1,000,000,000 | | | 100% | | | $1,000,000,000 | | | $109,100 |
Guarantees of the 2.250% Senior Secured Notes due 2031(4) | | | $1,000,000,000 | | | N/A | | | N/A | | | N/A |
4.375% Senior Secured Notes due 2040(3) | | | $2,000,000,000 | | | 100% | | | $2,000,000,000 | | | $218,200 |
Guarantees of the 4.375% Senior Secured Notes due 2040(4) | | | $2,000,000,000 | | | N/A | | | N/A | | | N/A |
3.000% Senior Secured Notes due 2041(3) | | | $2,500,000,000 | | | 100% | | | $2,500,000,000 | | | $272,750 |
Guarantees of the 3.000% Senior Secured Notes due 2041(4) | | | $2,500,000,000 | | | N/A | | | N/A | | | N/A |
4.500% Senior Secured Notes due 2050(3) | | | $3,000,000,000 | | | 100% | | | $3,000,000,000 | | | $327,300 |
Guarantees of the 4.500% Senior Secured Notes due 2050(4) | | | $3,000,000,000 | | | N/A | | | N/A | | | N/A |
3.300% Senior Secured Notes due 2051(3) | | | $3,000,000,000 | | | 100% | | | $3,000,000,000 | | | $327,300 |
Guarantees of the 3.300% Senior Secured Notes due 2051(4) | | | $3,000,000,000 | | | N/A | | | N/A | | | N/A |
3.600% Senior Secured Notes due 2060(3) | | | $1,000,000,000 | | | 100% | | | $1,000,000,000 | | | $109,100 |
Guarantees of the 3.600% Senior Secured Notes due 2060(4) | | | $1,000,000,000 | | | N/A | | | N/A | | | N/A |
Total | | | $31,750,000,000 | | | $3,463,925 | | | $31,750,000,000 | | | $3,463,925 |
Exact name of registrant as specified in its charter(1) | | | State or other jurisdiction of incorporation or organization | | | I.R.S. Employer Identification Number |
American Telecasting of Green Bay, LLC | | | Delaware | | | 84-1266405 |
American Telecasting of | ||||||
| | Delaware | | | 84-1295911 | |
American Telecasting of | ||||||
| | Delaware | | | 54-1540851 | |
American Telecasting of Yuba City, LLC | | | Delaware | | | 84-1295906 |
APC Realty and Equipment Company, LLC | | | Delaware | | | 52-2013278 |
Assurance Wireless of South Carolina, LLC | | | Delaware | | | Not applicable |
Assurance Wireless USA, L.P. | | | Delaware | | | 94-3410099 |
ATI Sub, LLC | | | Delaware | | | 26-2670017 |
Broadcast Cable, LLC | | | Delaware | | | 35-1751776 |
Clear Wireless LLC | | | Nevada | | | 26-3821888 |
Clearwire Communications LLC | | | Delaware | | | 26-3783012 |
Clearwire Hawaii Partners Spectrum, LLC | | | Nevada | | | Not applicable |
Clearwire IP Holdings LLC | | | New York | | | Not applicable |
Clearwire Legacy LLC | | | Delaware | | | 26-3791581 |
Clearwire Spectrum Holdings II LLC | | | Nevada | | | Not applicable |
Clearwire Spectrum Holdings III LLC | | | Nevada | | | Not applicable |
Clearwire Spectrum Holdings LLC | | | Nevada | | | Not applicable |
Clearwire XOHM LLC | | | Delaware | | | 26-3791783 |
Fixed Wireless Holdings, LLC | | | Delaware | | | 75-3120884 |
IBSV LLC | | | Delaware | | | 91-2116910 |
MetroPCS California, LLC | | | Delaware | | | 68-0618381 |
MetroPCS Florida, LLC | | | Delaware | | | 68-0618383 |
MetroPCS Georgia, LLC | | | Delaware | | | 68-0618386 |
MetroPCS Massachusetts, LLC | | | Delaware | | | 20-8303630 |
MetroPCS Michigan, LLC | | | Delaware | | | 20-2509038 |
MetroPCS | ||||||
| | Delaware | | | 20-8303430 | |
MetroPCS New York, LLC | | | Delaware | | | 20-8303519 |
MetroPCS Pennsylvania, LLC | | | Delaware | | | 20-8303570 |
MetroPCS Texas, LLC | | | Delaware | | | 20-2508993 |
Nextel Retail Stores, LLC | | | Delaware | | | 54-2021574 |
Nextel South Corp. | | | Georgia | | | 58-2038468 |
Nextel Systems, LLC | | | Delaware | | | 54-1878330 |
Nextel West Corp. | | | Delaware | | | 84-1116272 |
NSAC, LLC | | | Delaware | | | 54-1879079 |
PCTV Gold II, LLC | | | Delaware | | | 06-1419676 |
People’s Choice TV of Houston, LLC | | | Delaware | | | 74-2629878 |
PRWireless PR, LLC | | | Delaware | | | 20-5942061 |
PushSpring, | | | Delaware | | | 46-2545203 |
SIHI New Zealand Holdco, Inc. | | | Kansas | | | 73-1651896 |
Sprint Capital Corporation | | | Delaware | | | 48-1132866 |
Sprint Communications Company L.P. | | | Delaware | | | 43-1408007 |
Sprint Communications Company of New Hampshire, Inc. | | | New Hampshire | | | 43-1532102 |
Sprint Communications Company of Virginia, Inc. | | | Virginia | | | 75-2019023 |
Sprint Communications | | | Kansas | | | 48-0457967 |
Sprint International Communications Corporation | | | Delaware | | | 04-2509782 |
Sprint International Holding, Inc. | | | Kansas | | | 74-2808272 |
Sprint International Incorporated | | | Delaware | | | 13-3020365 |
Exact name of registrant as specified in its charter(1) | | | State or other jurisdiction of incorporation or organization | | | I.R.S. Employer Identification Number |
Sprint International Network Company LLC | | | Delaware | | | Not applicable |
Sprint LLC | | | Delaware | | | 46-1170005 |
Sprint PCS Assets, L.L.C. | | | Delaware | | | 33-0783958 |
Sprint Solutions, Inc. | | | Delaware | | | 47-0882463 |
Sprint Spectrum |
| | Delaware | | | 48-1165245 | |
Sprint Spectrum Realty Company, LLC | | | Delaware | | | 43-1746021 |
Sprint/United Management Company | | | Kansas | | | 48-1077227 |
SprintCom | | | Kansas | | | 48-1187511 |
T-Mobile Central LLC | | | Delaware | | | 91-1973799 |
T-Mobile Financial LLC | | | Delaware | | | 47-1324347 |
T-Mobile Innovations LLC | | | Delaware | | | Not applicable |
T-Mobile Leasing LLC | | | Delaware | | | 47-5079638 |
T-Mobile License LLC | | | Delaware | | | 91-1917328 |
T-Mobile Northeast LLC | | | Delaware | | | 52-2069434 |
T-Mobile | ||||||
| | Delaware | | | 20-2209577 | |
T-Mobile Puerto Rico LLC | | | Delaware | | | 66-0649631 |
T-Mobile Resources LLC | | | Delaware | | | 91-1909782 |
T-Mobile South LLC | | | Delaware | | | 20-3945483 |
T-Mobile West LLC | | | Delaware | | | 36-4027581 |
TDI Acquisition Sub, LLC | | | Delaware | | | 26-2671363 |
TMUS International LLC | | | Delaware | | | 91-2116909 |
Transworld Telecom II, LLC | | | Delaware | | | 26-2670333 |
TVN Ventures LLC | | | Delaware | | | Not applicable |
USST of Texas, Inc. | | | Texas | | | 43-1499027 |
Utelcom LLC | | | Kansas | | | 48-0940607 |
VMU GP, LLC | | | Delaware | | | Not applicable |
WBS of America, LLC | | | Delaware | | | 26-2671254 |
WBSY Licensing, LLC | | | Delaware | | | 36-4046585 |
Wireline Leasing Co., Inc. | | | Delaware | | | 26-3945313 |
(1) | The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000. |
(1) | See “Description of Other Indebtedness and Certain Financing Transactions.” |
(2) | Spectrum lease payments from a Sprint subsidiary, Sprint Communications, |
(3) | Certain subsidiaries of the Issuer do not provide guarantees of the Original Notes, the other Existing T-Mobile Secured Notes and the Existing T-Mobile Unsecured Notes (as defined under “Description of Other Indebtedness and Certain Financing Transactions—Existing T-Mobile Unsecured |
(4) |
The Existing Sprint Spectrum Note Entities (as defined under “Description of Notes—Certain Definitions”) own a separate pool of 2.5 GHz and 1.9 GHz spectrum which has been pledged to secure indebtedness under the Sprint Spectrum Note Facility (as defined under “Description of Other Indebtedness and Certain Financing Transactions—Existing Sprint Spectrum Note Facility”). This spectrum will not secure the Notes or any other permitted first priority secured obligations. As of December 31, |
• any Exchange Notes that you receive will be acquired in the ordinary course of your business; • you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violations of the Securities Act; • you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of us or any |
| | January 15, | |
| | December 15, | |
| | ||
2060 Notes | | | May 15, 2060 |
• create liens or other encumbrances in respect of indebtedness for borrowed money; |
in whole, upon an Investment Grade Event Election (as defined under “Description of Notes—Certain Definitions”). See “Description of Notes—Collateral—Release.” |
| | Year ended December 31, | |||||||||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | (in millions) | |||||||||||||
Consolidated Statements of Operations Data: | | | | | | | | | | | |||||
Revenues: | | | | | | | | | | | |||||
Total service revenues | | | $50,395 | | | $34,500 | | | $32,441 | | | $30,525 | | | $28,085 |
Equipment revenues | | | 17,312 | | | 9,840 | | | 10,009 | | | 9,375 | | | 8,727 |
Other revenues | | | 690 | | | 658 | | | 860 | | | 704 | | | 678 |
Total revenues | | | 68,397 | | | 44,998 | | | 43,310 | | | 40,604 | | | 37,490 |
Operating expenses: | | | | | | | | | | | |||||
Cost of services, exclusive of depreciation and amortization shown separately below | | | 11,878 | | | 6,622 | | | 6,307 | | | 6,100 | | | 5,731 |
Cost of equipment sales, exclusive of depreciation and amortization shown separately below | | | 16,388 | | | 11,899 | | | 12,047 | | | 11,608 | | | 10,819 |
Selling, general and administrative | | | 18,926 | | | 14,139 | | | 13,161 | | | 12,259 | | | 11,378 |
Impairment expense | | | 418 | | | — | | | — | | | — | | | — |
Depreciation and amortization | | | 14,151 | | | 6,616 | | | 6,486 | | | 5,984 | | | 6,243 |
Cost of MetroPCS business combination | | | — | | | — | | | — | | | — | | | 104 |
Gains on disposal of spectrum licenses | | | — | | | — | | | — | | | (235) | | | (835) |
Total operating expenses | | | 61,761 | | | 39,276 | | | 38,001 | | | 35,716 | | | 33,440 |
Operating income | | | 6,636 | | | 5,722 | | | 5,309 | | | 4,888 | | | 4,050 |
| | Year ended December 31, | |||||||||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | (in millions) | |||||||||||||
Other income (expense): | | | | | | | | | | | |||||
Interest expense | | | (2,483) | | | (727) | | | (835) | | | (1,111) | | | (1,418) |
Interest expense to affiliates | | | (247) | | | (408) | | | (522) | | | (560) | | | (312) |
Interest income | | | 29 | | | 24 | | | 19 | | | 17 | | | 13 |
Other expense, net | | | (405) | | | (8) | | | (54) | | | (73) | | | (6) |
Total other expense, net | | | (3,106) | | | (1,119) | | | (1,392) | | | (1,727) | | | (1,723) |
Income from continuing operations before income taxes | | | 3,530 | | | 4,603 | | | 3,917 | | | 3,161 | | | 2,327 |
Income tax (expense) benefit | | | $(786) | | | $(1,135) | | | $(1,029) | | | $1,375 | | | $(867) |
Income from continuing operations | | | 2,744 | | | 3,468 | | | 2,888 | | | 4,536 | | | 1,460 |
Income from discontinued operations, net of tax | | | 320 | | | 0 | | | 0 | | | 0 | | | 0 |
Net income | | | $3,064 | | | $3,468 | | | $2,888 | | | $4,536 | | | $1,460 |
Dividends on preferred stock | | | — | | | — | | | — | | | (55) | | | (55) |
Net income attributable to common stockholders | | | $3,064 | | | $3,468 | | | $2,888 | | | $4,481 | | | $1,405 |
Consolidated Cash Flow Data | | | | | | | | | | | |||||
Net cash provided by operating activities | | | $8,640 | | | $6,824 | | | $3,899 | | | $3,831 | | | $2,779 |
Net cash used in investing activities | | | (12,715) | | | (4,125) | | | (579) | | | (6,745) | | | (2,324) |
Net cash (used in) provided by financing activities | | | 13,010 | | | (2,374) | | | (3,336) | | | (1,367) | | | 463 |
| | As of December 31, | |||||||||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | (in millions) | |||||||||||||
Consolidated Balance Sheet Data: | | | | | | | | | | | |||||
Total current assets | | | $23,885 | | | $9,305 | | | $8,281 | | | $8,915 | | | $14,217 |
Property and equipment, net | | | 41,175 | | | 21,984 | | | 23,359 | | | 22,196 | | | 20,943 |
Operating lease right-of-use assets | | | 28,021 | | | 10,933 | | | — | | | — | | | — |
Financing lease right-of-use assets | | | 3,028 | | | 2,715 | | | — | | | — | | | — |
Goodwill, spectrum licenses and other intangible assets, net | | | 99,243 | | | 38,510 | | | 37,658 | | | 37,266 | | | 29,073 |
Other assets and equipment installment plan receivables due after one year, net | | | 4,810 | | | 3,474 | | | 3,170 | | | 2,186 | | | 1,658 |
Total assets | | | 200,162 | | | 86,921 | | | 72,468 | | | 70,563 | | | 65,891 |
Total current liabilities | | | 21,703 | | | 12,506 | | | 10,267 | | | 11,515 | | | 9,022 |
Long-term debt | | | 61,830 | | | 10,958 | | | 12,124 | | | 12,121 | | | 21,832 |
Long-term debt to affiliates | | | 4,716 | | | 13,986 | | | 14,582 | | | 14,586 | | | 5,600 |
Tower obligations | | | 3,028 | | | 2,236 | | | 2,557 | | | 2,590 | | | 2,621 |
Operating lease liabilities | | | 26,719 | | | 10,539 | | | — | | | — | | | — |
Financing lease liabilities | | | 1,444 | | | 1,346 | | | — | | | — | | | — |
Other long-term liabilities, deferred rent expense and deferred tax liabilities | | | 15,378 | | | 6,561 | | | 8,220 | | | 7,192 | | | 8,580 |
Total stockholders’ equity | | | 65,344 | | | 28,789 | | | 24,718 | | | 22,559 | | | 18,236 |
| | Year ended March 31, | |||||||||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | (in millions) | |||||||||||||
Results of Operations | | | | | | | | | | | |||||
Service revenues | | | $21,604 | | | $22,857 | | | $23,834 | | | $25,368 | | | $27,174 |
Equipment sales | | | 4,999 | | | 5,606 | | | 4,524 | | | 4,684 | | | 3,168 |
Equipment rentals | | | 5,218 | | | 5,137 | | | 4,048 | | | 3,295 | | | 1,838 |
Net operating revenues | | | 31,821 | | | 33,600 | | | 32,406 | | | 33,347 | | | 32,180 |
Depreciation—network and other | | | 4,416 | | | 4,245 | | | 3,976 | | | 3,982 | | | 4,013 |
Depreciation—equipment rentals | | | 4,166 | | | 4,538 | | | 3,792 | | | 3,116 | | | 1,781 |
Amortization | | | 811 | | | 608 | | | 812 | | | 1,052 | | | 1,294 |
Goodwill impairment(1) | | | — | | | 2,000 | | | — | | | — | | | — |
Operating income | | | 931 | | | 398 | | | 2,727 | | | 1,764 | | | 310 |
Net (loss) income | | | (347) | | | (1,943) | | | 7,377 | | | (1,206) | | | (1,995) |
Net (loss) income attributable to Sprint Corporation | | | (338) | | | (1,943) | | | 7,389 | | | (1,206) | | | (1,995) |
| | Year ended March 31, | |||||||||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | (in millions) | |||||||||||||
Financial Position | | | | | | | | | | | |||||
Total assets | | | $84,559 | | | $84,601 | | | $85,459 | | | $85,123 | | | $78,975 |
Property, plant and equipment, net | | | 20,113 | | | 21,201 | | | 19,925 | | | 19,209 | | | 20,297 |
Intangible assets, net | | | 46,904 | | | 47,832 | | | 50,360 | | | 50,484 | | | 51,117 |
Total debt, finance lease and financing obligations | | | 36,092 | | | 39,923 | | | 40,892 | | | 40,914 | | | 33,958 |
Total stockholders’ equity | | | 25,855 | | | 26,072 | | | 26,356 | | | 18,808 | | | 19,783 |
Noncontrolling interests | | | — | | | 55 | | | 63 | | | — | | | — |
| | Year ended March 31, | |||||||||||||
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
| | (in millions) | |||||||||||||
Cash Flow Data | | | | | | | | | | | |||||
Net cash provided by (used in) operating activities | | | $9,292 | | | $10,429 | | | $10,062 | | | $(3,290) | | | $(423) |
Capital expenditures—network and other | | | (4,282) | | | (4,963) | | | (3,319) | | | (1,950) | | | (4,680) |
Capital expenditures—leased devices | | | (6,865) | | | (7,441) | | | (7,461) | | | (4,976) | | | (5,898) |
2029 Notes | | | January 15, 2029 |
2032 Notes | | | December 15, 2031 |
2052 Notes | | | April 15, 2052 |
2060 Notes | | | May 15, 2060 |
2029 Notes | | | January 15, 2029 |
2032 Notes | | | December 15, 2031 |
2052 Notes | | | April 15, 2052 |
2060 Notes | | | May 15, 2060 |
(1) | only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is |
(2) | only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary Guarantor; |
(3) | only in the case of a Subsidiary Guarantor, if for any reason such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of the Issuer; provided, that any Subsidiary Guarantor that ceases to constitute a Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a Wholly-Owned Subsidiary (a “Partially Disposed Subsidiary”) shall only be released from its Note Guarantee to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an affiliate of the Issuer that is controlled by Parent, Deutsche Telekom or any of their respective subsidiaries or an employee of any of the foregoing; |
(4) | upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”; |
(5) | upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no Event of Default has occurred that is continuing; |
(6) | upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation; or |
(7) | in the case of a Subsidiary Guarantor, at the time of an Investment Grade Event Election. |
(1) | accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; |
(2) | deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and |
(3) | deliver or cause to be delivered to the paying agent the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. |
(1) | any owned or leased real property and any interest therein (including any fee or leasehold interests in real property) (it being agreed that neither the Issuer nor any Guarantor shall be required to deliver landlord lien waivers, estoppels, bailee letters or collateral access letters); |
(2) | any motor vehicles and any other assets subject to a certificate of title, letter of credit rights or commercial tort claims (in each case except to the extent perfection of the security interest therein can be accomplished by the filing of a UCC financing statement) and aircraft and related assets; |
(3) | any “margin stock” within the meaning of such term under Regulation U as now and from time to time hereafter in effect; |
(4) | any asset (including any Governmental Authorization or any interest therein) if the granting of a security interest or pledge in such asset would be prohibited by any law, rule or regulation or agreements with any Governmental Authority, or by contractual requirement existing on April 1, 2020 or on the date of acquisition of the applicable Subsidiary or asset (in each case, not created in contemplation of the acquisition by the Issuer of such Subsidiary or asset) or would require the consent, approval, license or authorization of any Governmental Authority or other third party (pursuant to such contractual obligation and other than the Issuer or any of its Wholly-Owned Subsidiaries that are “Restricted Subsidiaries” under the Credit Agreement) unless such consent, approval, license or authorization has been received, in each case, after giving effect to the applicable anti-assignment provisions under applicable law (and, in the case of each of the foregoing, for so long as such restriction or any replacement or renewal thereof is in effect); |
(5) | Voting Stock of any CFC or FSHCO in excess of 65% of the outstanding Voting Stock of such CFC or FSHCO; |
(6) | Equity Interests in (i) any Subsidiary that is at any time designated as an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement, (ii) Parent, (iii) any Immaterial Subsidiary, (iv) any Captive Insurance Subsidiary, (v) any not-for-profit subsidiaries, (vi) Designated Tower Entities, (vii) any special purpose entities that are Permitted Receivables Financing Subsidiaries, Permitted Tower Financing Subsidiaries or Permitted Spectrum Financing Subsidiaries other than any Spectrum SPV Equity Interests, (viii) any Person that is not a Wholly-Owned Subsidiary that is a “Restricted Subsidiary” under the Credit Agreement to the extent the granting of a security interest therein would violate the terms of such Person’s organizational documents or any shareholders’ agreement, joint venture agreement or other applicable agreement relating to such Person and (ix) Rule 3-16 Capital Stock; provided that, if at any time any Spectrum SPV Equity Interests that otherwise constitute Excluded Assets have been pledged as security under any other Indebtedness, then such Spectrum SPV Equity Interests shall no longer be Excluded Assets; |
(7) | to the extent a security interest therein cannot be perfected automatically or by the filing of a UCC financing statement, deposit accounts, securities accounts or other similar accounts; provided that no proceeds of Collateral shall be excluded pursuant to this clause (7); |
(8) | any lease, license or other similar agreement (or any rights or interests thereunder), in each case, to the extent that a grant of a security interest therein under the Notes Documents or any other agreement governing First Priority Secured Obligations would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Issuer or any of its Wholly-Owned Subsidiaries that are “Restricted Subsidiaries” under the Credit Agreement), in each case, after giving effect to the applicable anti-assignment provisions under applicable law, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such restriction; |
(9) | any Property subject to purchase money security interests, financing leases, or similar arrangements permitted hereunder, to the extent that a grant of security interest therein would violate or invalidate such arrangement or create a right of termination in favor of the other party thereto (other than the Issuer or any |
(10) | assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of any law or regulation in any applicable jurisdiction similar to Section 956 of the Internal Revenue Code) as reasonably determined by the Issuer in consultation with the administrative agent under the Credit Agreement; |
(11) | any intent-to-use United States trademark applications for which neither (i) an amendment to allege use to bring the application into conformity with 15 U.S.C. § 1051(a) has been filed with and accepted by the United States Patent and Trademark Office, nor (ii) a verified statement of use under 15 U.S.C. § 1051(d) has been filed with and accepted by the United States Patent and Trademark Office; |
(12) | any Intellectual Property or rights or licenses therein, in each case other than US Patent Rights and US Trademark Rights, including any Intellectual Property, perfection of a Lien on which requires filing in a jurisdiction outside of the United States; |
(13) | all Permitted Receivables Financing Assets; |
(14) | any assets as to which the administrative agent under the Credit Agreement reasonably determines in consultation with the Issuer that the costs of obtaining a security interest are excessive in relation to the value of the security afforded thereby; |
(15) | any assets (including equity interests) sold, conveyed or otherwise transferred to or held by a Permitted Spectrum Financing Subsidiary or a Permitted Tower Financing Subsidiary or otherwise pledged in connection with a Permitted Spectrum Financing or a Permitted Tower Financing; |
(16) | for the avoidance of doubt, any assets held by an Unsecured Guarantor, an Excluded Subsidiary or an Immaterial Subsidiary, except to the extent such Excluded Subsidiary or Immaterial Subsidiary is designated as a Subsidiary Guarantor pursuant to clause (a) of the proviso of the definition of “Excluded Subsidiary”; |
(17) | any assets of Sprint |
(18) | FCC Licenses, but only to the extent that at any time the Collateral Trustee may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time, provided that, to the maximum extent permitted by law, the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses, shall not be excluded pursuant to this clause (18); |
(19) | (i) any governmental licenses or state or local franchises, license, permits, charters and authorizations, to the extent security interests therein are prohibited or restricted thereby and (ii) any equity in a regulated Subsidiary or any asset owned by a regulated Subsidiary to the extent prohibited by any law, rule or regulation or that would if pledged, in the good faith judgment of Parent, result in adverse regulatory consequences or impair the conduct of the business of Parent or such Subsidiaries, in each of clauses (i) and (ii) after giving effect to the applicable anti-assignment provisions of applicable law; and |
(20) | the Boost Assets. |
(1) | in whole, upon payment in full of the principal of, and accrued and unpaid interest and premium, if any, on the Notes of that series; |
(2) | in whole, upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the Indenture with respect to the Notes of such series as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”; |
(3) | as to any property or asset constituting Collateral that is sold or otherwise disposed of by the Issuer or any Secured Guarantor (other than to the Issuer or another Secured Guarantor), directly or indirectly, in a transaction not prohibited by the Indenture at the time of such sale or disposition; |
(4) | as to any property or assets constituting Collateral owned by a Secured Guarantor that is released from its Note Guarantee in accordance with the Indenture; |
(5) | in whole or in part, with the consent of holders of the requisite percentage of Notes in accordance with the provisions described below under the caption “—Amendment, Supplement and Waiver”; |
(6) | to the extent required in accordance with the applicable provisions of the Security Documents and the Intercreditor Agreement; |
(7) | in whole, at the time of an Investment Grade Event Election; and |
(8) | as to any Collateral at such time as such Collateral does not secure the Obligations under the other Existing T-Mobile Secured Notes, the Obligations under the Credit Agreement (including related secured interest rate agreements) (or such Collateral will no longer secure the Obligations under the other Existing T-Mobile Secured Notes or the Obligations under the Credit Agreement (including related secured interest rate agreements), substantially concurrently with such release of Liens on such Collateral); |
(1) | either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; |
(2) | the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes, (x) by a supplemental indenture, executed and delivered to the Trustee, the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of the Indenture on the part of the Issuer to be performed or observed, and (y) prior to an Investment Grade Event Election, by amendment, supplement or other instrument (in form reasonably satisfactory to the Collateral Trustee), executed and delivered to the Collateral Trustee, all obligations of the Issuer under the Security Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Liens (to the extent such collateral agreements require such Liens to be perfected) created under the Security Documents on the Collateral owned by or transferred to the surviving entity; and |
(3) | immediately after such transaction, no Default or Event of Default exists. |
(1) | a merger of the Issuer with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating the Issuer in another jurisdiction in the United States so long as the amount of Indebtedness of the Issuer and its Subsidiaries is not increased thereby; |
(2) | any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries; or |
(3) | the Transactions. |
(1) | all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and |
(2) | all current reports that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports; |
(1) | default for 30 days in the payment when due of interest on the Notes of such series; |
(2) | default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes of such series; |
(3) | failure by the Issuer or any of its Subsidiaries for 30 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with the provisions described under the caption “—Repurchase at the Option of Holders—Change of Control Triggering Event” (other than a failure to purchase Notes that will constitute an Event of Default under clause (2) above), or “—Certain Covenants—Merger, Consolidation or Sale of Assets”; |
(4) | failure by the Issuer or any of its Subsidiaries for 90 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (1), (2) and (3) above); |
(5) | default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which Indebtedness for borrowed money is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date with respect to such series of Notes, if that default: |
(a) | is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness at the later of final maturity and the expiration of any related applicable grace period (a “Payment Default”); or |
(b) | results in the acceleration of such Indebtedness prior to its express maturity; |
(6) | failure by the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) to pay or discharge final judgments entered by a court or courts of competent jurisdiction aggregating in excess of an amount equal to the greater of $250.0 million and 1.00% of Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period (to the extent not covered by indemnities or insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, is not in effect; |
(7) | the Issuer or any of its Significant Subsidiaries, or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: |
(a) | commences a voluntary case or proceeding; |
(b) | consents to the entry of an order for relief against it in an involuntary case; |
(c) | consents to the appointment of a custodian of it or for all or substantially all of its property; |
(d) | makes a general assignment for the benefit of its creditors; or |
(e) | generally is not paying its debts as they become due; |
(8) | a court of competent jurisdiction enters a final order or decree under any Bankruptcy Law that: |
(a) | is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer in an involuntary case; |
(b) | appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or |
(c) | orders the liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer; |
(d) | and the final order or decree remains unstayed and in effect for 60 consecutive days; |
(9) | except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer with respect to the Notes of such series is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee; and |
(10) | other than by reason of the satisfaction in full of all obligations under the Indenture and discharge of the Indenture with respect to such series of Notes or the release of such Collateral with respect to such series of Notes in accordance with the terms of the Indenture and the Intercreditor Agreement, |
(a) | in the case of any security interest with respect to Collateral having a Fair Market Value in excess of 5% of Consolidated Total Assets, individually or in the aggregate, such security interest under the Security Documents shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such default shall have been given to the Issuer by the Trustee or the holders of at least 30% of the principal |
(b) | the Issuer or any Subsidiary Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Security Document is invalid or unenforceable. |
(1) | such holder gives to the Trustee written notice that an Event of Default is continuing; |
(2) | holders of at least 30% in aggregate principal amount of the then outstanding Notes of the applicable series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as trustee; |
(3) | such holder or holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request; |
(4) | the Trustee does not comply with the request within 90 days after receipt of the request and the offer of indemnity or security; and |
(5) | during such 90-day period, holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series have not given the Trustee a direction inconsistent with such request. |
(1) | the rights of holders of outstanding Notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, the Notes when such payments are due from the trust referred to below; |
(2) | the Issuer’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment of money for security payments held in trust; |
(3) | the rights, powers, trusts, duties, indemnities and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and |
(4) | the Legal Defeasance and Covenant Defeasance provisions of the Indenture. |
(1) | the Issuer must irrevocably deposit with the Trustee or its designee, in trust, for the benefit of the holders of such series of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; provided that in connection with any Legal Defeasance or Covenant Defeasance that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to premium calculated as of the date of the deposit, with any deficit as of the maturity date only required to be deposited with the Trustee on or prior to the maturity date; |
(2) | in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date Notes of such series were first issued, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; |
(3) | in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; |
(4) | no Event of Default has occurred and is continuing with respect to such series of Notes on the date of such deposit (other than an Event of Default resulting from the borrowing of funds, or the imposition of Liens in connection therewith, to be applied to such deposit, or an Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the deposit will not result in a breach or violation of, or constitute a default under, any material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; |
(5) | such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; |
(6) | the Issuer must deliver to the Trustee an officer’s certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; |
(7) | the Issuer must deliver to the Trustee an officer’s certificate, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and |
(8) | the Issuer must deliver to the Trustee an opinion of counsel (which may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2) and (3) of this paragraph, as applicable, have been complied with. |
(1) | reduce the principal amount of Notes of such series whose holders must consent to an amendment, supplement or waiver; |
(2) | reduce the principal of or change the fixed maturity of any Note of such series or alter the provisions with respect to the redemption of the Notes of such series (other than notice periods for redemption and provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”); |
(3) | reduce the rate of or change the time for payment of interest on any Note of such series; |
(4) | waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes of such series (except a rescission of acceleration of the Notes of such series by the holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration); |
(5) | make any Note of such series payable in money other than that stated in the Notes of such series; |
(6) | make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes of such series to receive payments of principal of, or interest or premium, if any, on, the Notes of such series; |
(7) | waive a redemption payment with respect to any Note of such series (other than a payment required by the covenants described above under the caption “—Repurchase at the Option of Holders”); |
(8) | release any Guarantor from any of its obligations under its related Note Guarantee of the Notes of such series or the applicable Indenture, except in accordance with the terms of such Indenture; or |
(9) | make any change in the preceding amendment and waiver provisions. |
(1) | to cure any ambiguity, omission, mistake, defect or inconsistency; |
(2) | to provide for uncertificated Notes in addition to or in place of certificated Notes; |
(3) | to provide for the assumption of the Issuer’s or a Guarantor’s obligations under the Indenture, the Intercreditor Agreement or the Security Documents to holders of Notes of such series and related Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; |
(4) | to effect the release of a Guarantor from its Note Guarantee in respect of such series of Notes and the termination of such Note Guarantee, all in accordance with the provisions of the applicable Indenture governing such release and termination; |
(5) | to add any Guarantor or Note Guarantee or to secure Collateral to secure such series or any Note Guarantee in respect of the Notes of any series; |
(6) | to make any change that would provide any additional rights or benefits to the holders of Notes of such series or that does not adversely affect the legal rights under the Indenture of any such holder in any material respect; |
(7) | to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; |
(8) | to change or eliminate any of the provisions of the applicable Indenture; provided that any such change or elimination shall not become effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; |
(9) | to provide for the issuance of and establish forms and terms and conditions of a new series of Notes as permitted by the Base Indenture; |
(10) | to conform the text of the applicable Indenture, any Notes, any related Note Guarantees, the Intercreditor Agreement, any Security Document to any provision of this “Description of Notes” section of the offering memorandum applicable to such Notes at the time of the initial sale thereof, in each case, as conclusively evidenced by an officer’s certificate; |
(11) | to provide for the issuance of additional Notes of such series, provided that such additional Notes have the same terms as, and be deemed part of the same series as, the Notes of such series to the extent required under the applicable Indenture; |
(12) | to evidence and provide for the acceptance of and appointment by a successor trustee or |
(13) | to allow any Guarantor of the Notes of such series to execute a supplemental indenture providing a Note Guarantee with respect to the Notes of such series; |
(14) | in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the Intercreditor Agreement or to modify any legend as required by the Intercreditor Agreement; |
(15) | to release Collateral from the Lien under the Security Documents when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; |
(16) | to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Trustee for the benefit of the holders, as additional security for the payment and performance of all or any portion of the obligations under the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Trustee pursuant to the Indenture, any of the Security Documents or otherwise; |
(17) | to enter into any intercreditor agreement having substantially similar terms with respect to the holders as those set forth in the Intercreditor Agreement, taken as a whole, or any joinder thereto; and |
(18) | with respect to the Security Documents and Intercreditor Agreement, as provided in the Intercreditor Agreement (including to add or replace secured parties). |
(1) | either: |
(a) | all Notes of such series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or |
(b) | all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the holders of such series of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee for cancellation for principal of, and premium, if any, and accrued interest to the date of maturity or redemption; |
(2) | the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture with respect to the Notes of such series; and |
(3) | the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be. |
(1) | with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; |
(2) | with respect to a partnership, the board of directors or managing member of the general partner of the partnership; |
(3) | with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and |
(4) | with respect to any other Person, the board or committee of such Person serving a similar function. |
(1) | in the case of a corporation, corporate stock; |
(2) | in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; |
(3) | in the case of an exempted company, shares; |
(4) | in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and |
(5) | any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. |
(1) | United States dollars, pounds sterling, euros, Canadian dollars, Swiss francs, the national currency of any member state of the European Union or any other foreign currencies held by the Issuer and its Subsidiaries from time to time in the ordinary course of business; |
(2) | securities issued or directly and fully guaranteed or insured by the government of the United States of America, Canada, the United Kingdom, Switzerland or any country that is a member of the European Union or any agency or instrumentality thereof |
(3) | demand deposits, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million, in the case of U.S. banks, and $100.0 million (or the foreign currency equivalent thereof), in the case of non-U.S. banks; |
(4) | repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; |
(5) | commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition; |
(6) | securities issued and fully guaranteed by any state, commonwealth or territory of the United States, Canada, any country that is a member of the European Union, the United Kingdom or Switzerland or by any political subdivision or agency or instrumentality of the foregoing, rated at least “A” (or the equivalent thereof) by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition; |
(7) | auction rate securities rated at least “AA-” or “Aa3” (or the equivalent thereof) by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase; |
(8) | investments, classified in accordance with GAAP as current assets of the Issuer or any of its Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition; |
(9) | any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and |
(10) | deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable. |
(1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Subsidiary of Parent or a Permitted Holder; |
(2) | the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as such term is used in Section 13(d) of the Exchange Act), other than a Permitted Holder, |
(3) | the Issuer ceases to be a direct or indirect Wholly-Owned Subsidiary of Parent; |
(1) | provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus |
(2) | the Consolidated Interest Expense of such Person and its Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus |
(3) | depreciation, amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles) and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future period or amortization of any ordinary course prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such Consolidated Net Income; plus |
(4) | any nonrecurring or unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to any Permitted Tower Financing or |
(5) | losses or discounts on sales of Permitted Receivables Financing Assets in connection with any Permitted Receivables Financing; plus |
(6) | [reserved]; plus |
(7) | the “run rate” expected cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies that are reasonably identifiable, factually supportable and expected in good faith to be realized as a result of actions with respect to which substantial steps have been taken, will be, or are expected in good faith to be, taken within 24 months after the date of any acquisition, disposition, divestiture, restructuring, other operational changes or the implementation of a cost savings or other similar initiative, as applicable (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such actions or substantial steps have been, will be or are expected to be taken within 24 months after (x) if such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring or initiative is initiated on or prior to the date of the consummation of the Merger, the date of the consummation of the Merger or (y) if such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring, other operational changes or initiative is initiated after the date of the consummation of the Merger, the date on which such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring other operational changes or initiative is initiated and (B) no cost savings, operating expense reductions, restructuring charges and expense or synergies shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to Consolidated Cash Flow, whether through a pro forma adjustment or otherwise, for such period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Secured Debt to Cash Flow Ratio”); plus |
(8) | in addition to (but not in duplication of) clause (7) above, the “run rate” expected cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies related to the Transactions that are reasonably identifiable, factually supportable and expected in good faith to be realized as a result of actions with respect to which substantial steps have been taken, will be, or are expected in good faith to be, taken within 36 months after the date of the consummation of the Merger (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating |
(9) | non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. |
(1) | the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Financing Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any) pursuant to Hedging Obligations); plus |
(2) | [reserved]; plus |
(3) | any interest expense on that portion of Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon); plus |
(4) | the product of (a) all dividend payments on any series of Preferred Stock of such Person or any of its Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined U.S. federal, state and local statutory tax rate of such Person, expressed as a decimal; |
(1) | the positive Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the Person; |
(2) | [reserved]; |
(3) | the effect of a change in accounting principles or in the application thereof (including any change to IFRS and any cumulative effect adjustment), in each case, will be excluded; |
(4) | unrealized losses and gains attributable to Hedging Obligations, including those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded; |
(5) | any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees will be excluded; |
(6) | all extraordinary, unusual or non-recurring charges, gains and losses including, without limitation, all restructuring costs, severance costs, one-time compensation charges, transition costs, facilities consolidation, closing or relocation costs, costs incurred in connection with any acquisition (including the Business Combination) prior to or after the date of the consummation of the Merger (including integration costs), including all fees, commissions, expenses and other similar charges of accountants, attorneys, brokers and other financial advisors related thereto and cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock, shall be excluded; |
(7) | any fees and expenses, including prepayment premiums and similar amounts, incurred during such period, or any amortization thereof for such period, in connection with any equity issuance, acquisition, disposition, recapitalization, Investment, asset sale, issuance or repayment of Indebtedness (including any issuance of Notes), financing transaction or amendment or modification of any debt instrument (including, in each case, any such transaction undertaken but not completed), shall be excluded; |
(8) | any gains and losses from any early extinguishment of Indebtedness shall be excluded; |
(9) | any gains and losses from any redemption or repurchase premiums paid with respect to Indebtedness shall be excluded; and |
(10) | any write-off or amortization of deferred financing costs (including the amortization of original issue discount) associated with Indebtedness shall be excluded. |
(a) | (i) until such time as a successor “First Priority Agent” is designated pursuant to clause (a)(ii) or (b) below, Deutsche Bank AG New York Branch, as Holder Representative in respect of the Credit Agreement (or any successor appointed in accordance with the terms of the Credit Agreement, or any administrative agent or analogous function under any successor Credit Agreement) and (ii) to the extent there are two or more Syndicated Credit Agreements outstanding that comprise First Priority Secured Obligations, the Holder Representative in respect of the Syndicated Credit Agreement designated (if different and so designated) as “First Priority Agent” in writing by the Issuer and representing the highest outstanding amount of such Syndicated Credit Agreements that comprise First Priority Secured Obligations; and |
(b) | at any time when the aggregate outstanding amount of Indebtedness and unfunded commitments under the Initial Syndicated Credit Agreement (and any other First Priority Credit Agreement incurred to Refinance the Initial Syndicated Credit Agreement) and other Syndicated Credit Agreements referenced in clause (a)(ii) above is less than $1,000,000,000, (i) the agent or trustee designated as “First Priority Agent” by the Majority First Priority Secured Parties (or their Holder Representatives) or (ii) in the event the Majority First Priority Secured Parties (or their Holder Representatives) have not designated a First Priority Agent, then the Holder Representative for the series of obligations constituting the then highest outstanding amount of First Priority Secured Obligations. |
(1) | interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; |
(2) | other agreements or arrangements designed to manage interest rates or interest rate risk; and |
(3) | other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices, |
(a) | any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: |
(1) | in respect of borrowed money; |
(2) | evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); |
(3) | in respect of banker’s acceptances; |
(4) | representing Financing Lease Obligations; |
(5) | representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable or escrow for obligations, including indemnity obligations; or |
(6) | representing any Hedging Obligations; and |
(b) | any financial liabilities recorded in respect of the upfront proceeds received in connection with the Towers Transactions; |
(a) | the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; |
(b) | in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time; |
(c) | the principal amount of the Indebtedness, in the case of any other Indebtedness; and |
(d) | in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: |
(i) | the Fair Market Value of such assets at the date of determination; and |
(ii) | the amount of the Indebtedness of the other Person. |
(1) | with respect to Moody’s, a rating of Baa3 (or its equivalent under any successor rating category of Moody’s) or better (and, for purposes of an Investment Grade Event, stable or better outlook); |
(2) | with respect to S&P, a rating of BBB- (or its equivalent under any successor rating category of S&P) or better (and, for purposes of an Investment Grade Event, stable or better outlook); |
(3) | with respect to Fitch, a rating of BBB- (or its equivalent under any successor rating category of Fitch) or better (and, for purposes of an Investment Grade Event, stable or better outlook); and |
(4) | if any Rating Agency ceases to exist or ceases to rate any series of notes issued under the Base Indenture for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) of the Exchange Act, selected by the Issuer as a replacement agency. |
(1) | the Issuer has obtained a rating or, to the extent any Rating Agency will not provide a rating, an advisory or prospective rating from at least two Rating Agencies, that reflects an Investment Grade rating (i) for the corporate rating of the Issuer or Parent and (ii) with respect to each outstanding series of notes issued under the Indenture after giving effect to the proposed release of all of the Note Guarantees and the Collateral securing the Notes; |
(2) | no Event of Default shall have occurred and be continuing with respect to such series of notes; and |
(3) | the (i) guarantees by, or direct obligation of, the Guarantors with respect to the Credit Agreement and the Existing T-Mobile Secured Notes have been released or would be released simultaneously with an |
(1) | any gain (or loss), together with any related provision for taxes on such gain (or loss) realized in connection with: |
(a) | dispositions of assets (other than in the ordinary course of business); or |
(b) | the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; and |
(2) | any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss). |
(1) | as to which neither the Issuer nor any of its Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), subject to customary “bad-boy” exceptions, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; |
(2) | no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an “Unrestricted Subsidiary” (or equivalent thereof) under the Credit Agreement) would permit upon notice, lapse of time or both, any holder of any other Indebtedness of the Issuer or any of its Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity. |
(1) | any Investment by the Issuer or any Subsidiary of the Issuer in a Person, if as a result of such Investment |
(2) | acquisitions of spectrum licenses. |
(1) | Liens to secure any Credit Facility (including, without duplication, any Liens in respect of any Credit Facility incurred to renew, refund, refinance, replace, defease or discharge as a whole, or in part, any Credit Facility secured by any Lien under this clause (1)) in an aggregate principal amount not to exceed at any one time outstanding, the sum of (A) $8.0 billion, plus (B)(i) the greater of (x) $22.0 billion and (y) 1.00x Consolidated Cash Flow, plus (ii) an unlimited amount, so long as on a Pro Forma Basis (and calculated (x) as if any incremental revolving facility were fully drawn on the effective date thereof and (y) excluding any cash constituting proceeds of any Credit Facility), with respect to any Credit Facility that constitutes First Priority Secured Obligations, the Total First Lien Net Leverage Ratio does not exceed 2.00 to 1.00 (or, if incurred in connection with a Permitted Acquisition or other Investment, the Total First Lien Net Leverage Ratio would not exceed the Total First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition or other Investment); provided that Credit Facilities will be deemed to be incurred under the foregoing clause (ii) before clause (i), and to the extent amounts are incurred concurrently under the foregoing clauses (i) and (ii), the applicable ratio may exceed the applicable ratio level set forth in clause (ii) to the extent of such amounts incurred in reliance under clause (i); |
(2) | Liens in favor of the Issuer or the Guarantors; |
(3) | Liens on property of a Person existing at the time such Person becomes a Subsidiary of the Issuer or is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Subsidiary of the Issuer or is merged into or consolidated with the Issuer or the Subsidiary; |
(4) | Liens on property (including Capital Stock) existing at the time of acquisition of the property by Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition; |
(5) | (x) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, and (y) Liens, deposits (including deposits with the FCC) or pledges to secure the performance of bids, tenders, trade or governmental contracts, leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; |
(6) | Liens to secure Indebtedness represented by Financing Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of the Issuer or its Subsidiaries; provided that Liens securing Indebtedness permitted to be incurred pursuant to this clause (6) extend only to the assets purchased with the proceeds of such Indebtedness, accessions to such assets, lease and sublease interests related thereto and upgrades thereof and the proceeds and products thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and customary security deposits in respect thereof; provided, |
(7) | Liens existing on |
(8) | Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; |
(9) | Liens imposed by law or contract, such as carriers’, warehousemen’s, suppliers’, vendors’, construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business; |
(10) | survey exceptions, encumbrances, leases, subleases, encroachments, protrusions, easements or reservations of, or rights of others for, licenses, sub-licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including defects or irregularities in title and similar encumbrances) as to the use of real property that were not incurred in connection with Indebtedness, or Liens incidental to the conduct of business of such Person or to the ownership of its properties that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; |
(11) | Liens arising by reason of a judgment, attachment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business; |
(12) | Liens created for the benefit of (or to secure) First Lien Obligations in an aggregate principal amount not to exceed $19.0 billion at any time outstanding; |
(13) | Liens to secure any renewal, refunding, refinancing, replacement, defeasance or discharge (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien included in this definition of “Permitted Liens”: |
(a) | the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and |
(b) | the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Indebtedness being |
(14) | (a) Liens contained in purchase and sale agreements or lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) spectrum leases or other similar lease or licensing arrangements contained in, or entered into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements; |
(15) | Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of the Issuer or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets; |
(16) | Liens (x) in favor of the Trustee as provided for in the Indenture on money or property held or collected by the Trustee in its capacity as trustee and (y) on Cash Equivalents securing obligations under any Indebtedness of the Issuer or any Subsidiary of the Issuer that has been called for redemption, defeasance or discharge; |
(17) | Liens on Cash Equivalents securing (a) workers’ compensation claims, self-insurance obligations, unemployment insurance or other social security, old age pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds, indemnity bonds, specific performance or injunctive relief bonds, surety bonds, public liability obligations, or other similar bonds or obligations, or securing any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case incurred in the ordinary course of business or (b) letters of credit required to be issued for the benefit of any Person that controls a Permitted Joint Venture Investment to secure any put right for the benefit of the Person controlling the Permitted Joint Venture Investment; |
(18) | Liens arising from Uniform Commercial Code financing statement filings (or similar filings in any other jurisdiction) regarding operating leases or consignments or sales of receivables entered into in the ordinary course of business covering only the property under lease (plus improvements and accessions to such property and proceeds or distributions of such property and improvements and accessions thereto), consignment or sale and other Liens arising solely from precautionary UCC financing statements or similar filings; |
(19) | any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense entered into in the ordinary course of business; |
(20) | Liens on Cash Equivalents on deposit to secure reimbursement obligations under letters of credit incurred in the ordinary course of business; |
(21) | Liens on and pledges of the Equity Interests of any Person that is an unrestricted subsidiary under any Credit Facility or any joint venture owned by the Issuer or any Subsidiary of the Issuer to the extent securing Non-Recourse Debt or other Indebtedness of such Person; |
(22) | Liens arising under operating agreements, joint venture agreements, partnership agreements, contracts for sale and other agreements arising in the ordinary course of business that are customary in the Permitted Business, and applicable only to the assets that are the subject of such agreements or contracts; |
(23) | Liens securing Hedging Obligations; |
(24) | Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; |
(25) | Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; |
(26) | Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; |
(27) | Liens securing any arrangement for treasury, depositary, disbursement, lockbox, funds transfer, pooling, |
(28) | Liens with respect to obligations that do not exceed at any time the greater of (x) $3,750.0 million and (y) 17.00% of Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period; |
(29) | Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements; |
(30) | Liens, if any, incurred in connection with the Towers Transactions; |
(31) | [reserved]; |
(32) | Liens securing obligations in respect of the operating lease payments owed to SpectrumCo1 or in respect of any other secured spectrum leases to which the Issuer or any of its Subsidiaries are a party, and any related payment and performance undertaking, secured by the Collateral on a pari passu or junior basis with the Notes; |
(33) | leases, licenses, subleases and sublicenses of, and the granting of an easement interest in and to, assets (including real property and intellectual property rights and other general intangibles) in the ordinary course of business; |
(34) | pledges and deposits in the ordinary course of business to secure liability to insurance carriers, insurance companies and brokers; |
(35) | grants of software and other technology licenses in the ordinary course of business; |
(36) | Liens arising out of conditional sale, title retention, consignment or similar arrangement for the sale of goods in the ordinary course of business; |
(37) | Liens on equipment of the Issuer or any Subsidiary of the Issuer granted in the ordinary course of business to the Issuer’s or such Subsidiary’s client at which such equipment is located; |
(38) | Liens on receivables and related assets including proceeds thereof being sold in factoring arrangements in the ordinary course of business; |
(39) | customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and similar investment vehicles; |
(40) | [reserved]; |
(41) | Liens arising out of or deemed to exist in connection with any financing transaction with respect to property owned, built or acquired by the Issuer or any Subsidiary of the Issuer; |
(42) | Liens securing obligations in respect of the Designated L/C Facilities, which may be secured by cash collateral and/or by liens on the Collateral on a pari passu basis with the Obligations; |
(43) | [reserved]; |
(44) | [reserved]; |
(45) | Liens on the cash proceeds (and the related escrow account, and any money market funds or securities in which such cash proceeds are invested during the applicable escrow period) of any issuance of Indebtedness in connection with the cash proceeds of such Indebtedness being placed into (and pending the release from) escrow; |
(46) | Liens on the Collateral securing Obligations on a junior basis relative to the Notes and the Note Guarantees; and |
(47) | Liens incurred in connection with all transactions (i) contemplated by the Boost Asset Purchase Agreement |
(1) | Permitted Liens, other than those Permitted Liens incurred pursuant to clause (1) and (46) of the definition thereof; |
(2) | Liens with respect to Obligations that do not exceed 15% of Consolidated Net Tangible Assets determined on a Pro Forma Basis for the most recently ended Test Period; and |
(3) | Liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien included or incorporated by reference in this definition of “Permitted Post-Release Liens” (including any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement); provided, |
(a) | the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and |
(b) | the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or |
(1) | pro forma effect shall be given to Pro Forma Transactions (including giving pro forma effect to any related financing transactions and the application of proceeds of any Pro Forma Transactions) that occur during such four-quarter period or subsequent to such four-quarter period but on or prior to the date on which the Secured Debt to Cash Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on the first day of such four-quarter period; |
(2) | pro forma effect shall be given to any transaction (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that has been made by any Person that has become a Subsidiary of the Issuer or has been merged with or into the Issuer or any Subsidiary of the Issuer during such four-quarter period or subsequent to such four-quarter period but on or prior to the date on which the Secured Debt to Cash Flow Ratio is to be calculated and that would have constituted a Pro Forma Transaction had such transactions occurred when such Person was a Subsidiary of the Issuer, as if such transaction was a Pro Forma Transaction that occurred on the first day of such four-quarter period; |
(3) | to the extent that the pro forma effect of any transaction is to be made pursuant to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; |
(4) | the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of (without duplication of clauses (1) and (2) above), which disposition or discontinuation, as applicable, has been completed prior to the date on which the Secured Debt to Cash Flow Ratio is to be calculated, shall be excluded; |
(5) | any Person that is a Subsidiary of the Issuer on the date on which the Secured Debt to Cash Flow Ratio is to be calculated will be deemed to have been a Subsidiary of the Issuer at all times during such four-quarter period; and |
(6) | any Person that is not a Subsidiary of the Issuer on the date on which the Secured Debt to Cash Flow Ratio is to be calculated will be deemed not to have been a Subsidiary of the Issuer at any time during such four-quarter period. |
(A) | with respect to the First Priority Initial Spectrum Obligations, the lesser of (i) $3,500,000,000 and (ii) the sum of (x) the net present value at such time of the remaining unpaid operating lease payments owed to SpectrumCo1 under the Initial Intra-Company Spectrum Lease Agreement (discounted at a rate per annum equal to 10%, on a quarterly basis, assuming a 360-day year consisting of twelve 30-day months) and (y) the then outstanding amount (if any) of obligations under the Initial Spectrum Performance Agreement; and |
(B) | with respect to any First Priority Additional Sale/Leaseback Obligations, the lesser of (i) the dollar amount of First Priority Additional Sale/Leaseback Obligations designated by the Issuer as “First Priority Additional Sale/Leaseback Obligations” pursuant to the Intercreditor Agreement and (ii) the sum of (x) the net present value at such time of the remaining unpaid operating lease payments owed by the Issuer and the Secured Guarantors under any applicable Intra-Company Lease Agreements referred to in clause (ii) of the definition thereof (discounted in a manner consistent with the provisions thereof) and (y) the then outstanding amount (if any) of obligations of the Issuer and the Secured Guarantors under any Performance Agreement referred to in clause (ii) of the definition thereof. |
(1) | any corporation, association or other business entity of which more than 50% of the total voting power of |
(2) | any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). |
Series | | | Principal Amount as of December 31, 2021 | | | Interest Payment Dates | | | Maturity |
3.500% Senior Secured Notes due 2025 | | | $3,000,000,000 | | | April 15 and October 15 | | | April 15, 2025 |
1.500% Senior Secured Notes due 2026 | | | $1,000,000,000 | | | February 15 and August 15 | | | February 15, 2026 |
3.750% Senior Secured Notes due 2027 | | | $4,000,000,000 | | | April 15 and October 15 | | | April 15, 2027 |
2.050% Senior Secured Notes due 2028 | | | $1,750,000,000 | | | February 15 and August 15 | | | February 15, 2028 |
2.400% Senior Secured Notes due 2029 | | | $500,000,000 | | | March 15 and September 15 | | | March 15, 2029 |
3.875% Senior Secured Notes due 2030 | | | $7,000,000,000 | | | April 15 and October 15 | | | April 15, 2030 |
2.550% Senior Secured Notes due 2031 | | | $2,500,000,000 | | | February 15 and August 15 | | | February 15, 2031 |
2.250% Senior Secured Notes due 2031 | | | $1,000,000,000 | | | May 15 and November 15 | | | November 15, 2031 |
2.700% Senior Secured Notes due 2032 | | | $1,000,000,000 | | | March 15 and September 15 | | | March 15, 2032 |
4.375% Senior Secured Notes due 2040 | | | $2,000,000,000 | | | April 15 and October 15 | | | April 15, 2040 |
3.000% Senior Secured Notes due 2041 | | | $2,500,000,000 | | | February 15 and August 15 | | | February 15, 2041 |
4.500% Senior Secured Notes due 2050 | | | $3,000,000,000 | | | April 15 and October 15 | | | April 15, 2050 |
3.300% Senior Secured Notes due 2051 | | | $3,000,000,000 | | | February 15 and August 15 | | | February 15, 2051 |
3.400% Senior Secured Notes due 2052 | | | $2,800,000,000 | | | April 15 and October 15 | | | October 15, 2052 |
3.600% Senior Secured Notes due 2060 | | | $1,700,000,000 | | | May 15 and November 15 | | | November 15, 2060 |
TOTAL | | | $36,750,000,000 | | | | |
Series | | | Principal Amount as of December 31, | | | Interest Payment Dates | | | Maturity | | | Earliest Optional Redemption | | | Optional Redemption with Equity Proceeds | ||||||||||||
4.000% Senior Notes due 2022 | | | $500,000,000 | | | April 15 and October 15 | | | April 15, 2022 | | | March 16, 2022 | | | Not applicable | ||||||||||||
4.000% Senior Notes due 2022-1 held by Deutsche Telekom | | | $1,000,000,000 | | | April 15 and October 15 | | | April 15, 2022 | | | March 16, 2022 | | | Not applicable | ||||||||||||
| | $1,800,000,000 | | | February 15 and August 15 | | | February 15, 2026 | | | February 15, 2023 | | | ||||||||||||||
| | $ | | | April 15 and October 15 | | | April 15, | | | April 15, | ||||||||||||||||
| | Prior to April 15, | |||||||||||||||||||||||||
5.375% Senior Notes due 2027 | | | $500,000,000 | | | April 15 and October 15 | | | April 15, 2027 | | | April 15, 2022 | | | Not applicable | ||||||||||||
5.375% Senior Notes due 2027-1 held by Deutsche Telekom | | | $1,250,000,000 | | | April 15 and October 15 | | | April 15, 2022(3) | | | April 15, 2022 | | | Not applicable | ||||||||||||
4.750% Senior Notes due 2028 | | | $1,500,000,000 | | | February 1 and August 1 | | | February 1, 2028 | | | February 1, 2023 | | | Not applicable | ||||||||||||
4.750% Senior Notes due 2028-1 held by Deutsche Telekom | | | $1,500,000,000 | | | February 1 and August 1 | | | February 1, 2028 | | | February 1, 2023 | | | Not applicable | ||||||||||||
2.625% Senior Notes due 2029 | | | $1,000,000,000 | | | February 15 and August 15 | | | February 15, 2029 | | | February 15, 2024 | | | Prior to February 15, 2024, up to 40% | ||||||||||||
3.375% Senior Notes due 2029 | | | $2,350,000,000 | | | April 15 and October 15 | | | April 15, 2029 | | | April 15, 2024 | | | Prior to April 15, 2024, up to 40% | ||||||||||||
2.875% Senior Notes due 2031 | | | $1,000,000,000 | | | February 15 and August 15 | | | February 15, 2031 | | | February 15, 2026 | | | Prior to February 15, 2024, up to 40% | ||||||||||||
3.500% Senior Notes due 2031 | | | $2,450,000,000 | | | April 15 and October 15 | | | April 15, 2031 | | | April 15, 2026 | | | Prior to April 15, 2024, up to 40% | ||||||||||||
| | | | | | | | | | ||||||||||||||||||
TOTAL | | | $ | | | | | | | | |
(1) |
(2) | The 5.375% Senior Notes due 2027-1 were repaid in full at maturity on April 15, 2022 and are no longer outstanding. |
(3) | Gives effect to the amended maturity date specified in the Financing Matters Agreement, dated as of April 29, 2018 between T-Mobile USA and Deutsche Telekom. |
Series | | | Principal Amount as of December 31, | | | Interest Payment Dates | | | Maturity | |||
Sprint Capital Corporation notes | | | | | | | ||||||
6.875% senior notes due 2028 | | | $2,475,000,000 | | | May 15 and November 15 | | | November 15, 2028 | |||
8.750% senior notes due 2032 | | | $2,000,000,000 | | | March 15 and September 15 | | | March 15, 2032 | |||
| | | | | | |||||||
| | | | | | |||||||
6.000% senior notes due 2022 | | | $2,280,000,000 | | | May 15 and November 15 | | | November 15, 2022 |
| | | | | | |||||||
| | | | | | |||||||
7.875% senior notes due 2023 | | | $4,250,000,000 | | | March 15 and September 15 | | | September 15, 2023 | |||
7.125% senior notes due 2024 | | | $2,500,000,000 | | | June 15 and December 15 | | | June 15, 2024 | |||
7.625% senior notes due 2025 | | | $1,500,000,000 | | | February | | | February 15, 2025 | |||
7.625% senior notes due 2026 | | | $1,500,000,000 | | | March 1 and September 1 | | | March | |||
TOTAL | | | $ | | | | |
Tranche | | | Principal Amount as of December 31, | | | Payment Dates | | | Interest- Only Payments | | | Amortizing Principal Payments | | | Anticipated Repayment Date |
Series | |||||||||||||||
| | $ | | | March 20, June 20, September 20 and December 20 | | | June 2018 through March 2021 | | | June 2021 through March 2025 | | | March 20, 2025 | |
| | | | | | | | | | ||||||
Series 2018-1 5.152% Senior Secured Notes, Class A-2 | | | $1,837,500,000 | | | March 20, June 20, September 20 and December 20 | | | June 2018 through March 2023 | | | June 2023 through March 2028 | | | March 20, 2028 |
| | | | | | | | | | ||||||
TOTAL | | | $ | | | | | | | | |
• | Parent’s Annual Report on Form 10-K for the year ended December 31, |
• | Parent’s Proxy Statement on Schedule 14A filed with the SEC on April 21, |
• | Parent’s Current Reports on Form 8-K filed with the SEC on |
Item 20. | Indemnification of Directors and Officers |
Item 21. | Exhibits and Financial Statement Schedules |
Exhibit No. | | | Exhibit Description |
| | Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on April 30, 2018). | |
| | Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among | |
| | Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp., as amended (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on February 20, 2020). | |
| | Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on July 26, 2019). | |
| | First Amendment, dated as of June 17, 2020, to the Asset Purchase Agreement, dated | |
| | Asset Purchase Agreement, dated as of May 28, 2021, by and between T-Mobile USA, Inc. and Shenandoah Telecommunications Company (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on June 1, 2021). | |
| | Amendment No. 1 to Asset Purchase Agreement, dated as of July 1, 2021, by and between T-Mobile USA, Inc. and Shenandoah Telecommunications Company (incorporated by reference to Exhibit 2.2 to Parent’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2021). | |
| | Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.1 to Parent’s Current Report on Form 8-K filed with the SEC on April 1, 2020). | |
| | Seventh Amended and Restated Bylaws of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.2 to Parent’s Current Report on Form 8-K filed with the SEC on April 1, 2020). |
Exhibit No. | | | Exhibit Description |
| | Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. | |
| | Amended and Restated Bylaws of T-Mobile USA, Inc. (incorporated by reference to Exhibit 3.4 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of | |
| | Limited Liability Company Agreement of American Telecasting of Green Bay, LLC, as amended (incorporated by reference to Exhibit 3.20 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of American Telecasting of Redding, LLC, as amended (incorporated by reference to Exhibit 3.35 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Redding, LLC, as amended (incorporated by reference to Exhibit 3.36 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of American Telecasting of Seattle, LLC, as amended (incorporated by reference to Exhibit 3.39 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Seattle, LLC, as amended (incorporated by reference to Exhibit 3.40 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of American Telecasting of Yuba City, LLC, as amended (incorporated by reference to Exhibit 3.43 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of American Telecasting of Yuba City, LLC, as amended (incorporated by reference to Exhibit 3.44 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | Certificate of Formation of APC Realty and Equipment Company, LLC, as amended (incorporated by reference to Exhibit 3.45 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of APC Realty and Equipment Company, LLC | |
| | Certificate of Formation of Assurance Wireless of South Carolina, | |
| | Operating Agreement of Assurance Wireless of South Carolina, LLC (incorporated by reference to Exhibit 3.48 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Certificate of Limited Partnership of Assurance Wireless USA, L.P. (incorporated by reference to Exhibit 3.49 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Partnership Agreement of Assurance Wireless USA, L.P. (f/k/a Virgin Mobile USA, L.P.) (incorporated by reference to Exhibit 3.50 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of ATI Sub, LLC (incorporated by reference to Exhibit 3.51 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of ATI Sub, LLC, as amended (incorporated by reference to Exhibit 3.52 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Broadcast Cable, LLC, as amended (incorporated by reference to Exhibit 3.55 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of Broadcast Cable, | |
| | Articles of Organization of Clear Wireless LLC, as amended (incorporated by reference to Exhibit 3.57 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clear Wireless LLC (incorporated by reference to Exhibit 3.58 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
Exhibit No. | | | Exhibit Description |
| | Amendment to the Limited Liability Company Agreement of Clear Wireless | |
| | Certificate of Formation of Clearwire Communications LLC, as amended (incorporated by reference to Exhibit 3.59 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Second Amended and Restated Operating Agreement of Clearwire Communications LLC (incorporated by reference to Exhibit 3.60 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Clearwire Hawaii Partners Spectrum, LLC (incorporated by reference to Exhibit 3.61 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Hawaii Partners Spectrum, LLC (incorporated by reference to Exhibit 3.62 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to Limited Liability Company Agreement of Clearwire Hawaii Partners Spectrum, | |
| | Articles of Organization of Clearwire IP Holdings LLC (incorporated by reference to Exhibit 3.63 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | Limited Liability Company Agreement of Clearwire IP Holdings LLC (incorporated by reference to Exhibit 3.64 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Clearwire Legacy LLC, as amended (incorporated by reference to Exhibit 3.65 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Legacy LLC (f/k/a Clearwire MergerSub LLC) (incorporated by reference to Exhibit 3.66 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Clearwire Spectrum Holdings II LLC, as amended (incorporated by reference to Exhibit 3.67 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Spectrum Holdings II LLC (incorporated by reference to Exhibit 3.68 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to the Limited Liability Company Agreement of Clearwire Spectrum Holdings II | |
| | Articles of Organization of Clearwire Spectrum Holdings III LLC, as amended (incorporated by reference to Exhibit 3.69 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Spectrum Holdings III LLC (incorporated by reference to Exhibit 3.70 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Clearwire Spectrum Holdings LLC (incorporated by reference to Exhibit 3.71 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire Spectrum Holdings LLC (incorporated by reference to Exhibit 3.72 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amendment to the Limited Liability Company Agreement of Clearwire Spectrum Holdings | |
| | Certificate of Formation of Clearwire XOHM LLC, as amended (incorporated by reference to Exhibit 3.73 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Clearwire XOHM LLC (f/k/a SX Sub, LLC) (incorporated by reference to Exhibit 3.74 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Fixed Wireless Holdings, LLC, as amended (incorporated by reference to Exhibit 3.75 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
Exhibit No. | | | Exhibit Description |
| | Limited Liability Company Agreement of Fixed Wireless Holdings, LLC (incorporated by reference to Exhibit 3.76 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of IBSV LLC (incorporated by reference to Exhibit 3.5 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Certificate of Amendment of IBSV LLC (incorporated by reference to Exhibit 3.81 to Parent’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed on September 3, 2014). |
| | Limited Liability Company Agreement of IBSV LLC (f/k/a GSV LLC) (incorporated by reference to Exhibit 3.6 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS California, LLC, as amended (incorporated by reference to Exhibit 3.55 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (incorporated by reference to Exhibit 3.56 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Florida, LLC (incorporated by reference to Exhibit 3.57 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (incorporated by reference to Exhibit 3.58 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Georgia, LLC (incorporated by reference to Exhibit 3.59 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (incorporated by reference to Exhibit 3.60 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Massachusetts, LLC (incorporated by reference to Exhibit 3.61 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (incorporated by reference to Exhibit 3.62 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Michigan, LLC (incorporated by reference to Exhibit 3.63 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of MetroPCS Michigan, LLC (incorporated by reference to Exhibit 3.64 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Nevada, LLC (incorporated by reference to Exhibit 3.65 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (incorporated by reference to Exhibit 3.66 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS New York, LLC (incorporated by reference to Exhibit 3.67 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (incorporated by reference to Exhibit 3.68 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Pennsylvania, LLC (incorporated by reference to Exhibit 3.69 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (incorporated by reference to Exhibit 3.70 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of MetroPCS Texas, LLC (incorporated by reference to Exhibit 3.71 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (incorporated by reference to Exhibit 3.72 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). |
| | ||
| | Certificate of Formation of Nextel Retail Stores, LLC (incorporated by reference to Exhibit 3.138 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of Nextel Retail Stores, LLC (incorporated by reference to Exhibit 3.139 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | Amended and Restated Certificate of Incorporation of Nextel South Corp., as amended (incorporated by reference to Exhibit 3.140 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | By-Laws of Nextel South Corp. (f/k/a Dial Call, Inc.) (incorporated by reference to Exhibit 3.141 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Nextel Systems, LLC (incorporated by reference to Exhibit 3.142 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Nextel Systems, LLC (incorporated by reference to Exhibit 3.143 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Nextel West Corp., as amended (incorporated by reference to Exhibit 3.144 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Bylaws of Nextel West Corp. (incorporated by reference to Exhibit 3.145 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of NSAC, LLC, as amended (incorporated by reference to Exhibit 3.146 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of NSAC, | |
| | Certificate of Formation of PCTV Gold II, LLC (incorporated by reference to Exhibit 3.148 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of PCTV Gold II, LLC, as amended (incorporated by reference to Exhibit 3.149 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of People’s Choice TV of Houston, LLC (incorporated by reference to Exhibit 3.152 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of People’s Choice TV of Houston, LLC, as amended (incorporated by reference to Exhibit 3.153 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of PRWireless PR, LLC (incorporated by reference to Exhibit 3.156 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of PRWireless PR, LLC (incorporated by reference to Exhibit 3.157 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of | |
| | ||
| | Articles of Incorporation of SIHI New Zealand Holdco, Inc., as amended (incorporated by reference to Exhibit 3.164 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of SIHI New Zealand Holdco, Inc. (incorporated by reference to Exhibit 3.165 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Sprint Capital Corporation, as amended (incorporated by reference to Exhibit 3.174 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint Capital Corporation (incorporated by reference to Exhibit 3.175 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | ||
| | ||
| | Certificate of Limited Partnership of Sprint Communications Company L.P., as |
Exhibit No. | | | Exhibit Description |
| | Amended and Restated Agreement of Limited Partnership of Sprint Communications Company L.P. (f/k/a US Sprint Communications Company Limited Partnership) (incorporated by reference to Exhibit 3.179 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint Communications Company of New Hampshire, Inc., as amended (incorporated by reference to Exhibit 3.180 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint Communications Company of New Hampshire, Inc. (f/k/a US Sprint Communications Company of New Hampshire, Inc.), as amended (incorporated by reference to Exhibit 3.181 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint Communications Company of Virginia, Inc., as | |
| | Bylaws of Sprint Communications Company of Virginia, Inc. (f/k/a U.S. Telephone of Virginia, Inc.), as amended (incorporated by reference to Exhibit 3.183 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | ||
| | ||
| | Restated Certificate of Incorporation of Sprint International Communications Corporation, as amended (incorporated by reference to Exhibit 3.200 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint International Communications Corporation (f/k/a Telenet Communications Corporation), as amended (incorporated by reference to Exhibit 3.201 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint International Holding, Inc., as amended (incorporated by reference to Exhibit 3.202 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint International Holding, Inc. (incorporated by reference to Exhibit 3.203 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Incorporation of Sprint International Incorporated, as amended (incorporated by reference to Exhibit 3.204 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint International Incorporated (f/k/a GTE Communications Network Systems Incorporated) (incorporated by reference to Exhibit 3.205 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Sprint International Network Company LLC (incorporated by reference to Exhibit 3.206 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Sprint International Network Company LLC (incorporated by reference to Exhibit 3.207 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Certificate of Formation of Sprint PCS Assets, L.L.C. (incorporated by reference to Exhibit 3.208 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Sprint PCS Assets, L.L.C. (f/k/a Cox PCS Assets, L.L.C.) (incorporated by reference to Exhibit 3.209 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | Certificate of Incorporation of Sprint Solutions, Inc. (incorporated by reference to Exhibit 3.210 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Sprint Solutions, Inc. (incorporated by reference to Exhibit 3.211 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of Sprint Spectrum | |
| |
| | ||
| | Certificate of Formation of Sprint Spectrum Realty Company, LLC (incorporated by reference to Exhibit 3.216 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Sprint Spectrum Realty Company, LLC (incorporated by reference to Exhibit 3.217 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Incorporation of Sprint/United Management Company, as amended (incorporated by reference to Exhibit 3.218 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Bylaws of Sprint/United Management Company (incorporated by reference to Exhibit 3.219 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of | |
| | ||
| | Certificate of Formation of T-Mobile Central LLC, as amended (incorporated by reference to Exhibit 3.25 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile Central LLC (incorporated by reference to Exhibit 3.26 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Financial LLC (incorporated by reference to Exhibit 3.79 to Parent’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed on September 3, 2014). | |
| | Limited Liability Company Agreement of T-Mobile Financial LLC (incorporated by reference to Exhibit 3.80 to Parent’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, filed on September 3, 2014). | |
| | Certificate of Formation of T-Mobile Innovations | |
| | Limited Liability Company Agreement of T-Mobile Innovations | |
| | Certificate of Formation of T-Mobile Leasing LLC (incorporated by reference to Exhibit 3.82 to Parent’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 2, 2015). | |
| | Limited Liability Company Agreement of T-Mobile Leasing LLC (incorporated by reference to Exhibit 3.83 to Parent’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 2, 2015). |
| | Certificate of Formation of T-Mobile License LLC (incorporated by reference to Exhibit 3.27 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile License LLC (incorporated by reference to Exhibit 3.28 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Northeast LLC (incorporated by reference to Exhibit 3.29 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile Northeast LLC (incorporated by reference to Exhibit 3.30 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (incorporated by reference to Exhibit 3.33 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (incorporated by reference to Exhibit 3.34 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (incorporated by reference to Exhibit 3.35 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (incorporated by reference to Exhibit 3.36 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile Resources | |
| | Limited Liability Company Agreement of T-Mobile Resources |
Exhibit No. | | | Exhibit Description |
| | Certificate of Formation of T-Mobile South LLC (incorporated by reference to Exhibit 3.39 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile South LLC (incorporated by reference to Exhibit 3.40 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of T-Mobile West LLC (incorporated by reference to Exhibit 3.43 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Limited Liability Company Agreement of T-Mobile West LLC (incorporated by reference to Exhibit 3.44 to Parent’s Registration Statement on Form S-4, filed on December 13, 2013). | |
| | Certificate of Formation of TDI Acquisition Sub, LLC (incorporated by reference to Exhibit 3.248 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of TDI Acquisition Sub, LLC, as amended (incorporated by reference to Exhibit 3.249 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of TMUS International LLC (f/k/a T-Mobile Subsidiary IV LLC) (incorporated by reference to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Amendment of TMUS International | |
| | Amended and Restated Limited Liability Company Agreement of TMUS International | |
| | Certificate of Formation of Transworld Telecom II, LLC (incorporated by reference to Exhibit 3.252 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | Limited Liability Company Agreement of Transworld Telecom II, LLC, as amended (incorporated by reference to Exhibit 3.253 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of TVN Ventures | |
| | Limited Liability Company Agreement of TVN Ventures | |
| | Articles of Incorporation of USST of Texas, Inc., as amended (incorporated by reference to Exhibit 3.256 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of USST of Texas, Inc. (incorporated by reference to Exhibit 3.257 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Articles of Organization of Utelcom LLC (incorporated by reference to Exhibit 3.258 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Operating Agreement of Utelcom LLC, as amended (incorporated by reference to Exhibit 3.259 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of VMU GP, LLC, as amended (incorporated by reference to Exhibit 3.262 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of VMU GP, LLC (incorporated by reference to Exhibit 3.263 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of WBS of America, LLC (incorporated by reference to Exhibit 3.264 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Limited Liability Company Agreement of WBS of America, LLC, as amended (incorporated by reference to Exhibit 3.265 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Certificate of Formation of WBSY Licensing, LLC (incorporated by reference to Exhibit 3.268 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Amended and Restated Limited Liability Company Agreement of |
| | ||
| | Certificate of Incorporation of Wireline Leasing Co., Inc. (incorporated by reference to Exhibit 3.274 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). | |
| | Bylaws of Wireline Leasing Co., Inc. (incorporated by reference to Exhibit 3.275 to Parent’s Registration Statement on Form S-3 filed with the SEC on September 28, 2020). |
| | Certificate of Amendment to Certificate of Formation of IBSV LLC (incorporated by reference to Exhibit 3.276 | |
| | Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Parent’s Current Report on Form 8-K filed with the SEC on April 13, 2020). | |
| | ||
Seventeenth Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.600% Senior Secured Note due 2060 (incorporated by reference to Exhibit 4.7 to Parent’s Current Report on Form 8-K filed with the SEC on October 28, 2020). | |||
| | Eighteenth Supplemental Indenture, dated as of March 30, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as | |
| | Nineteenth Supplemental Indenture, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.400% Senior Secured Note due 2052 (incorporated by reference to Exhibit 4.3 to Parent’s Current Report on Form 8-K filed with the SEC on August 13, 2021). | |
| | Twentieth Supplemental Indenture, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.4 to Parent’s Current Report on Form 8-K filed with the SEC on August 13, 2021). | |
| | Twenty-First Supplemental Indenture, dated as of December 6, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.400% Senior Secured Note due 2029 (incorporated by reference to Exhibit 4.3 to Parent’s Current Report on Form 8-K filed with the SEC on December 6, 2021). | |
| | Twenty-Second Supplemental Indenture, dated as of December 6, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.700% Senior Secured Note due 2032 (incorporated by reference to Exhibit 4.4 to Parent’s Current Report on Form 8-K filed with the SEC on December 6, 2021). | |
| | Twenty-Third Supplemental Indenture, dated as of December 6, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.5 to Parent’s Current Report on Form 8-K filed with the SEC on December 6, 2021). | |
| | Registration Rights Agreement, dated as of | |
| | Registration Rights Agreement, dated as of | |
| | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |
| | Opinion of Polsinelli PC. | |
| | Opinion of McLane Middleton Professional Association. | |
| | Master Agreement, dated as of September 28, 2012, among T-Mobile USA, Inc., Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). |
Exhibit No. | | | Exhibit Description |
| | Amendment No. 1, dated as of November 30, 2012, to Master Agreement, dated as of November 30, 2012, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Settlement and Amendment No. 2, dated as of May 8, 2014, to Master Agreement, dated as of November 2012, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.3 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC (incorporated by reference to Exhibit 10.3 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC (incorporated by reference to Exhibit 10.4 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). |
| | First Amendment, dated as of November 30, 2012, to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC (incorporated by reference to Exhibit 10.5 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Second Amendment, dated as of October 31, 2014, to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. (incorporated by reference to Exhibit 10.7 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.6 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | First Amendment, dated as of November 30, 2012, to Sale Site Master Lease Agreement, dated as of November 30, 2012, by and Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.7 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Second Amendment, dated as of October 31, 2014, to Sale Site Master Lease Agreement, dated as of November 30, 2012, by and Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.10 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Settlement Technical Closing Agreement, dated as of October 1, 2014, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries (incorporated by reference to Exhibit 10.11 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). |
Exhibit No. | | | Exhibit Description |
| | Management Agreement, dated as of November 30, 2012, by and among Suncom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC (incorporated by reference to Exhibit 10.8 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 4.2 to Parent’s Registration Statement on Form S-3 filed on June 22, 2020). | |
| | Support Agreement, dated as of April 29, 2018, by and among SoftBank Group Corp., SoftBank Group Capital Limited, Starburst I, Inc., Galaxy Investment Holdings, Inc., T-Mobile US, Inc., and Deutsche Telekom AG (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on April 30, 2018). | |
| | Financing Matters Agreement, dated as of April 29, 2018, by and between T-Mobile USA, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.3 to Parent’s Current Report on Form 8-K filed on April 30, 2018). |
| | Letter Agreement, dated as of February 20, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on February 20, 2020). | |
| | License Agreement dated as of April 30, 2013 by and between T-Mobile US, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.2 to Parent’s Current Report on Form 8-K filed on May 2, 2013). | |
| | Supplemental Agreement, effective as of June 3, 2019, to the License Agreement, dated as of April 30, 2013, by and between T-Mobile US, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.5 to Parent’s Quarterly Report on Form 10-Q filed on July 26, 2019). | |
| | Amendment No. 1, dated as of April 1, 2020, to the License Agreement, dated as of April 30, 2013, by and between T-Mobile US, Inc. and Deutsche Telekom AG (incorporated by reference to Exhibit 10.3 to Parent’s Current Report on Form 8-K filed on April 1, 2020). | |
| | Master Network Services Agreement, dated as of July 1, 2020, between T-Mobile USA, Inc., DISH Purchasing Corporation and solely for the purposes of Section 13, DISH Network Corporation (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on November 5, 2020). | |
| | License Purchase Agreement, dated as of July 1, 2020, by and between T-Mobile USA, Inc. and DISH Network Corporation (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on November 5, 2020). | |
| | First Amended and Restated Receivables Sale and Conveyancing Agreement, dated as of | |
| | First Amended and Restated Receivables Sale and Contribution Agreement, dated as of | |
| |
Exhibit No. | | | Exhibit Description |
| | First Amendment to | |
| | Performance Guaranty, dated as of March 2, 2021, by T-Mobile US, Inc. and T-Mobile USA, Inc. (incorporated by reference to Exhibit 10.8 to Parent’s Quarterly Report on Form 10-Q filed on May 4, 2021). | |
| | Receivables Sale and | |
| | Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on October 30, 2018). | |
| | First Amendment, dated as of November 2, 2020, to Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser (incorporated by reference to Exhibit 10.32 to Parent’s Annual Report on Form 10-K filed on February 23, 2021). | |
| | Second Amendment, dated as of November 10, 2021, to Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser (incorporated by reference to Exhibit 10.30 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as performance guarantors, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on October 30, 2018). | |
| | First Amendment, dated as of December 21, 2018, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as performance guarantors, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.45 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Second Amendment, dated as of February 14, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q dated May 6, 2020). | |
| | Third Amendment, dated as of April 30, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). |
Exhibit No. | | | Exhibit Description |
| | Fourth Amendment, dated as of November 2, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.37 to Parent’s Annual Report on Form 10-K filed on February 23, 2021). | |
| | Fifth Amendment, dated as of August 16, 2021, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, and T-Mobile Financial LLC, individually and as servicer (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on November 2, 2021). | |
| | Sixth Amendment, dated as of November 10, 2021, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, individually and as servicer, T-Mobile US, Inc. and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto (incorporated by reference to Exhibit 10.37 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Amended and Restated Performance Guaranty, dated as of November 10, 2021, by T-Mobile US, Inc. and T-Mobile USA, Inc. (incorporated by reference to Exhibit 10.38 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Purchase Agreement, dated as of March 13, 2017, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom AG (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on March 16, 2017). | |
| | Purchase Agreement, dated as of January 22, 2018, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom AG (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on January 25, 2018). |
| | Credit Agreement, dated as of April 1, 2020, by and among T-Mobile USA, Inc., the issuing banks and lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | First Incremental Facility Amendment, dated as of September 16, 2020, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., Deutsche Bank AG New York Branch, as administrative agent and each Incremental Revolving Lender as defined therein (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on September 17, 2020). | |
| | Second Amendment, dated as of October 29, 2021, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.43 to Parent’s Annual Report on Form 10-K filed on February 11, 2022). | |
| | Guarantee Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc. and the other guarantors party thereto in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Collateral Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc. and the other grantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral trustee (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Collateral Trust and Intercreditor Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., the other grantors party thereto, Deutsche Bank AG New York Branch, as first priority agent, the holder representatives party thereto and Deutsche Bank Trust Company Americas, as collateral trustee (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). |
Exhibit No. | | | Exhibit Description |
| | Guarantee and Collateral Agreement, dated October 27, 2016, among Deutsche Bank Trust Company Americas, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC (incorporated by reference to Exhibit 10.1 to Sprint’s Current Report on Form 8-K filed on November 2, 2016). | |
| | Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC and the guarantors (incorporated by reference to Exhibit 10.2 to Sprint’s Current Report on Form 8-K filed on November 2, 2016). | |
| | First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC (incorporated by reference to Exhibit 10.1 to Sprint’s Current Report on Form 8-K filed on March 12, 2018). | |
| | Second Amendment to Intra-Company Spectrum Lease Agreement, dated as of June 6, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Corporation and the subsidiary guarantors (incorporated by reference to Exhibit 10.1 to Sprint’s Current Report on Form 8-K filed on June 6, 2018). | |
| | Guarantee Assumption Agreement, dated as of April 1, 2020, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC, T-Mobile, T-Mobile USA and certain subsidiary guarantors (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Guarantee Assumption Agreement, dated as of |
| | Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C., Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc. and T-Mobile Agent LLC (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on June 26, 2020). | |
| | Share Repurchase Agreement, dated as of June 22, 2020, between SoftBank Group Capital Ltd and T-Mobile US, Inc. (incorporated by reference to Exhibit 10.2 to Parent’s Current Report on Form 8-K filed on June 26, 2020). | |
| | Share Purchase Agreement, dated as of June 22, 2020, among Raul Marcelo Claure, Claure Mobile LLC and T-Mobile US, Inc. (incorporated by reference to Exhibit 15 to SoftBank Group Capital Ltd’s Schedule 13D/A filed on June 24, 2020). | |
| | MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan (incorporated by reference to Annex A to Parent’s Proxy Statement filed on April 19, 2010). | |
| | Employment Agreement, effective November 15, 2019, between T-Mobile US, Inc. and Michael Sievert (incorporated by reference to Exhibit 10.61 to Parent’s Annual Report on Form 10-K filed on February 6, 2020). | |
| | Amendment No. 1, dated as of March 26, 2020, to the Amended and Restated Employment Agreement, dated as of November 15, 2019, by and between the Company and G. Michael Sievert (incorporated by reference to Exhibit 10.6 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). | |
| | Compensation Term Sheet between Neville Ray and T-Mobile US, Inc., effective as of November 15, 2019 (incorporated by reference to Exhibit 10.65 to Parent’s Annual Report on Form 10-K filed on February 6, 2020). | |
| | PRSU Agreement, dated as of April 1, 2020, by and between the Company and Neville R. Ray (incorporated by reference to Exhibit 10.4 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). |
Exhibit No. | | | Exhibit Description |
| | Form of Severance Letter Agreement (incorporated by reference to Exhibit 10.9 to Parent’s Quarterly Report on Form 10-Q filed on May 1, 2018). | |
| | Form of Indemnification and Advancement Agreement (incorporated by reference to Exhibit 10.76 to Parent’s Annual Report on Form 10-K filed on February 8, 2018). | |
| | T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (As Amended and Restated Effective as of January 1, 2014) (incorporated by reference to Exhibit 10.39 to Parent’s Annual Report on Form 10-K filed on February 25, 2014). | |
| | First Amendment to T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (incorporated by reference to Exhibit 10.75 to Parent’s Annual Report on Form 10-K filed on February 7, 2019). | |
| | Second Amendment to T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (incorporated by reference to Exhibit 10.70 to Parent’s Annual Report on Form 10-K filed on February 23, 2021). | |
| | T-Mobile US, Inc. Executive Continuity Plan as Amended and Restated Effective as of January 1, 2014 (incorporated by reference to Exhibit 10.1 to Parent’s Current Report on Form 8-K filed on October 25, 2013). | |
| | T-Mobile US, Inc. 2013 Omnibus Incentive Plan (as amended and restated on August 7, 2013) (incorporated by reference to Exhibit 10.20 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). | |
| | Amendment to T-Mobile US, Inc. 2013 Omnibus Incentive Plan (as amended and restated on August 7, 2013) (incorporated by reference to Annex A to Parent’s Proxy Statement filed on April 26, 2018). | |
| | T-Mobile USA, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to Parent’s Quarterly Report on Form 10-Q filed on August 8, 2013). |
| | Annual Incentive Award Notice under the 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.74 to Parent’s Annual Report on Form 10-K filed on February 6, 2020). | |
| | T-Mobile US, Inc. 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Parent’s Registration Statement on Form S-8 filed on February 19, 2015). | |
| | Sprint Corporation 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Sprint’s Current Report on Form 8-K filed on September 20, 2013). | |
| | Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Sprint’s Quarterly Report on Form 10-Q filed on February 6, 2017). | |
| | Form of Sprint Corporation Evidence of Award 2014 Long-term Incentive Plan Stock Options (incorporated by reference to Exhibit 10.12 to Sprint’s Quarterly Report on Form 10-Q filed on August 8, 2014). | |
| | Form of Sprint Corporation Award Agreement (awarding stock options) under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Sprint’s Quarterly Report on Form 10-Q filed on August 3, 2017). | |
| | Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for Executive Officers under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). | |
| | Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Stock Settled) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to Parent’s Quarterly Report on Form 10-Q filed on May 6, 2020). |
Exhibit No. | | | Exhibit Description |
| | Amended Director Compensation Program effective as of May 1, 2013 (amended June 4, 2014 and further amended on June 1, 2015, June 16, 2016, June 13, 2017, June 13, 2019 and June 4, 2020) (incorporated by reference to Exhibit 10.30 to Amendment No. 1 to Parent’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Parent’s Current Report on Form 8-K filed on June 4, 2013). | |
| | ||
| | Letter Agreement, dated as of March 25, 2019, by and between the Company and David A. Miller (incorporated by reference to Exhibit 10.1 to Parent’s Quarterly Report on Form 10-Q filed on August 3, 2021). | |
| | Letter Agreement, dated as of April 8, 2021, by and between the Company and David A. Miller (incorporated by reference to Exhibit 10.2 to Parent’s Quarterly Report on Form 10-Q filed on August 3, 2021). | |
| | Letter of PricewaterhouseCoopers LLP, dated April 15, 2022 (incorporated by reference to Exhibit 16.1 to Parent’s Current Report on Form 8-K filed on April 15, 2022). | |
| | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Parent’s Annual Report on Form 10-K filed on February | |
| | List of Guarantor Subsidiaries and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the | |
| | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | |
| | Consent of Polsinelli PC (included in Exhibit 5.2). | |
| | Consent of McLane Middleton Professional Association (included in Exhibit 5.3). | |
| | Consent of PricewaterhouseCoopers LLP. | |
| | Powers of Attorney (included on the signature pages hereof). | |
| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture dated as of April 9, 2020. | |
| | Form of Letter of | |
| | Filing Fee Table. |
† | Filed herewith. |
* | Indicates a management contract or compensatory plan or arrangement. |
** | Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. |
Item 22. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be this initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrants undertake that in a primary offering of securities of the undersigned Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or its securities provided by or on behalf of the undersigned Registrants; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser. |
(6) | The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(8) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(9) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
| | T-MOBILE US, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | |||
| | | | Title: | | | Executive Vice President and Chief |
Signature | | | Title | | | Date |
| | | | |||
/s/ G. Michael Sievert | | | President and Chief Executive Officer | | | |
G. Michael Sievert | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
/s/ Timotheus Höttges | | | Chairman of the Board of Directors | | | |
Timotheus Höttges | | |||||
| | | | |||
| | |||||
Director | | | ||||
Marcelo Claure | | | | | ||
| | | | |||
/s/ Srikant M. Datar | | | Director | | | |
Srikant M. Datar | | | | | ||
| | | | |||
/s/ | | | Director | | | |
| | | | |||
| | | | |||
/s/ Christian P. Illek | | | Director | | | |
Christian P. Illek | | | | | ||
| | | | |||
Signature | | | Title | | | Date |
| | | | |||
/s/ Raphael Kübler | | | Director | | | |
Raphael Kübler | | | | | ||
| | | | |||
/s/ Thorsten Langheim | | | Director | | | |
Thorsten Langheim | | | | | ||
| | | | |||
/s/ Dominique Leroy | | | Director | | | |
Dominique Leroy | | | | | ||
| | | | |||
/s/ Letitia A. Long | | | Director | | | April 22, 2022 |
Letitia A. Long | | | | | ||
| | | | |||
/s/ Teresa A. Taylor | | | Director | | | |
Teresa A. Taylor | | | | | ||
| | | | |||
/s/ Omar Tazi | | | Director | | | |
Omar Tazi | | | | | ||
| | | | |||
/s/ Kelvin R. Westbrook | | | Director | | | |
Kelvin R. Westbrook | | | | | ||
| | | | |||
| | Director | | | ||
Michael Wilkens | | | | |
| | T-MOBILE USA, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | |||
| | | | Title: | | | Executive Vice President and Chief |
Signature | | | Title | | | Date |
| | | | |||
/s/ G. Michael Sievert | | | President and Chief Executive Officer (Principal Executive Officer) | | | |
G. Michael Sievert | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director | | | |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
/s/ | | | Director | | | |
| | | |
| | ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | |||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ | ||||||
| | President (Principal Executive | | | ||
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
/s/ | | | President | | | |
|
| | ATI SUB, LLC | |||||||
| | CLEARWIRE LEGACY | |||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Clearwire Communications LLC, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | CLEARWIRE SPECTRUM HOLDINGS LLC | |||||||
| | CLEARWIRE SPECTRUM HOLDINGS II LLC | |||||||
| | FIXED WIRELESS HOLDINGS, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Clearwire Legacy LLC, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | BROADCAST CABLE, LLC | |||||||
| | IBSV LLC | |||||||
| | NSAC, LLC | |||||||
| | PUSHSPRING, LLC | |||||||
| | T-MOBILE INNOVATIONS LLC | |||||||
| | T-MOBILE LICENSE LLC | |||||||
| | T-MOBILE NORTHEAST LLC | |||||||
| | T-MOBILE PUERTO RICO HOLDINGS LLC | |||||||
| | T-MOBILE PUERTO RICO LLC | |||||||
| | T-MOBILE RESOURCES LLC | |||||||
| | T-MOBILE SOUTH LLC | |||||||
| | T-MOBILE WEST LLC | |||||||
| | TMUS INTERNATIONAL LLC | |||||||
| | TVN VENTURES LLC | |||||||
| | WBSY LICENSING, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | Manager | | | April 22, 2022 | | ||
Peter Osvaldik | | | | | |
| | AMERICAN TELECASTING OF GREEN BAY, LLC | |||||||
| | AMERICAN TELECASTING OF REDDING, LLC | |||||||
| | AMERICAN TELECASTING OF YUBA CITY, LLC | |||||||
| | CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC | |||||||
| | CLEARWIRE SPECTRUM HOLDINGS III LLC | |||||||
| | PCTV GOLD II, LLC | |||||||
| | PEOPLE’S CHOICE TV OF HOUSTON, LLC | |||||||
| | TRANSWORLD TELECOM II, LLC | |||||||
| | WBS OF AMERICA, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Clearwire XOHM LLC, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | CLEARWIRE XOHM LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Nextel West Corp., the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | NEXTEL SOUTH CORP. | |||||||
| | NEXTEL WEST CORP. | |||||||
| | SIHI NEW ZEALAND HOLDCO, INC. | |||||||
| | SPRINT CAPITAL CORPORATION | |||||||
| | SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC. | |||||||
| | SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC. | |||||||
| | SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION | |||||||
| | SPRINT INTERNATIONAL HOLDING, INC. | |||||||
| | SPRINT INTERNATIONAL INCORPORATED | |||||||
| | SPRINT SOLUTIONS, INC. | |||||||
| | SPRINT/UNITED MANAGEMENT COMPANY | |||||||
| | USST OF TEXAS, INC. | |||||||
| | WIRELINE LEASING CO., INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) and Director | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Christopher M. Miller | | | Director | | | April 22, 2022 | | ||
Christopher M. Miller | |
| | T-MOBILE FINANCIAL LLC | |||||||
| | T-MOBILE LEASING LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President and |
Signature | | | Title | | | Date |
| | | | |||
/s/ | | | President and | | | |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | | | ||
Dara Bazzano | | |||||
| | | | |||
/s/ | | | | | ||
|
| | CLEARWIRE | |||||||
| | ||||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Sprint Communications LLC, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | SPRINT INTERNATIONAL NETWORK COMPANY LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Sprint International Communications Corporation, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | SPRINTCOM LLC | |||||||
| | SPRINT SPECTRUM LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President and |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager | | | April 22, 2022 | | ||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Controller (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | |
| | APC REALTY AND EQUIPMENT COMPANY, LLC | |||||||
| | SPRINT PCS ASSETS, L.L.C. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President and Treasurer of Sprint Spectrum LLC, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | AMERICAN TELECASTING OF SEATTLE, LLC | |||||||
| | CLEAR WIRELESS LLC | |||||||
| | CLEARWIRE IP HOLDINGS LLC | |||||||
| | NEXTEL RETAIL STORES, LLC | |||||||
| | NEXTEL SYSTEMS, LLC | |||||||
| | PRWIRELESS PR, LLC | |||||||
| | TDI ACQUISITION SUB, LLC | |||||||
| | VMU GP, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | | ||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President and Treasurer of SprintCom LLC, the Registrant’s Member | | | April 22, 2022 | | ||
Peter Osvaldik | |
| | SPRINT COMMUNICATIONS COMPANY L.P. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date | | ||
| | | | | |||||
/s/ Peter Osvaldik | | | President (Principal Executive Officer and Principal Financial Officer) | | | April 22, 2022 | |||
Peter Osvaldik | | ||||||||
| | | | | |||||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | April 22, 2022 | |||
Dara Bazzano | | ||||||||
| | | | | |||||
/s/ Peter Osvaldik | | | President of Sprint Communications LLC, the Registrant’s General Partner | | | April 22, 2022 | |||
Peter Osvaldik | |
| | ASSURANCE WIRELESS USA, L.P. | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ | ||||||
| | President (Principal Executive | | | ||
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
/s/ | | | President | | | |
|
| | ||||||||
| | ||||||||
| | ||||||||
| | METROPCS MASSACHUSETTS, LLC | |||||||
| | METROPCS MICHIGAN, LLC | |||||||
| | METROPCS NEVADA, LLC | |||||||
| | METROPCS NEW YORK, LLC | |||||||
| | METROPCS PENNSYLVANIA, LLC | |||||||
| | METROPCS TEXAS, LLC | |||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | |||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ | ||||||
| | President (Principal Executive | | | ||
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
/s/ | | | | | ||
|
| | ||||||||
| | | | | | ||||
| | By: | | | /s/ | ||||
| | | | Name: | | | |||
| | | | Title: | | |
Signature | | | Title | | | Date |
| | | | |||
/s/ | | | | | ||
| ||||||
| | | | |||
/s/ Dara Bazzano | | | Vice President (Principal Accounting Officer) | | | April 22, 2022 |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer | |||
| | |||||
|
| | ||||||||
| | | | | |||||
| | By: | | | /s/ | ||||
| | | | Name: | | | |||
| | | | Title: | | | Executive Vice President and Chief |
Signature | | | Title | | | Date |
| | | | |||
/s/ G. Michael Sievert | | | President and Chief Executive Officer (Principal Executive Officer) | | | |
G. Michael Sievert | | |||||
| | | | |||
/s/ Peter Osvaldik | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager | | | |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
| | SPRINT COMMUNICATIONS | |||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President | | | |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | | | ||
Dara Bazzano | | |||||
| | | | |||
| | ||||||||
| | | | | | ||||
| | By: | | | /s/ Peter Osvaldik | ||||
| | | | Name: | | | Peter Osvaldik | ||
| | | | Title: | | | President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Peter Osvaldik | | | President | | | |
Peter Osvaldik | | |||||
| | | | |||
/s/ Dara Bazzano | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Dara Bazzano | | |||||
| | | | |||
/s/ Peter Osvaldik | | | President | |||
| | |||||
Peter Osvaldik | |