UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2018
SPRINT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | 1-04721 | 46-1170005 | ||
(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6200 Sprint Parkway, Overland Park, Kansas | 66251 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (877) 564-3166
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on October 27, 2016, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC (together, the Issuers ), each a Delaware limited liability company and limited-purpose, bankruptcy remote, wholly owned indirect subsidiary of Sprint Corporation (the Company ), issued $3.5 billion in aggregate principal amount of Series 2016-1 3.360% Senior Secured Notes, Class A-1 (the 2016 Spectrum Notes ) under an Indenture, dated as of October 27, 2016 (the Base Indenture ), among the Issuers and Deutsche Bank Trust Company Americas, as trustee and securities intermediary (the Trustee ), as supplemented by the Series 2016-1 Supplement, dated as of October 27, 2016, among the Issuers and the Trustee.
The 2016 Spectrum Notes were issued in a securitization transaction pursuant to which a portfolio of Federal Communications Commission spectrum licenses and a small number of third-party leased spectrum license agreements (together, the Spectrum Portfolio ) held by certain subsidiaries of the Company, were contributed to Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, each a Delaware limited liability company and limited-purpose, bankruptcy remote, wholly owned subsidiary of the Issuers (together, the License Holders ). Pursuant to an Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016 (the Spectrum Lease ), the License Holders leased the rights to use the Spectrum Portfolio for a 30-year term to Sprint Communications, Inc. ( SCI ).
On March 12, 2018, the Base Indenture and Spectrum Lease were amended to, among other things, permit the contribution of additional spectrum from subsidiaries of the Company to the License Holders in connection with the issuance of additional notes in excess of the Maximum Program Amount (as defined in the Base Indenture), permit the joining of additional parties to account for the contribution of additional spectrum, expand the ability to exchange spectrum in the Spectrum Portfolio and change certain requirements for the issuance of additional notes under the Base Indenture.
The preceding description of the amendments to the Base Indenture and the Spectrum Lease is a summary and is qualified in its entirety by the First Supplemental Indenture, dated as of March 12, 2018, by and among the Issuers and the Trustee, and the First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, by and among the License Holders, SCI, Sprint Intermediate Holdco LLC, Sprint Intermediate Holdco II LLC, Sprint Intermediate Holdco III LLC and the guarantors named therein, which are both filed as exhibits hereto and incorporated by reference herein.
Item 8.01 Other Events.
Also on March 12, 2018, the Company announced that the Issuers plan to offer up to $3,937,500,000 of wireless spectrum-backed notes in two series with varying maturities pursuant to a supplement to the Base Indenture, as amended, in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as described in the press release attached hereto as Exhibit 99.1, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SPRINT CORPORATION | ||||||
March 12, 2018 | By: | /s/ Stefan K. Schnopp | ||||
Stefan K. Schnopp | ||||||
Vice President and Corporate Secretary |
3
Exhibit 4.1
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2018 (this Supplemental Indenture ), to the indenture, dated as of October 27, 2016 (the Base Indenture ), by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the Master Issuer ), Sprint Spectrum Co II LLC, a Delaware limited liability company ( Co-Issuer II ), and Sprint Spectrum Co III LLC, a Delaware limited liability company ( Co-Issuer III and, together with Co-Issuer II and the Master Issuer, the Issuers ), and Deutsche Bank Trust Company Americas, not in its individual capacity by solely as trustee and as securities intermediary (the Trustee ). Capitalized terms used but not defined herein have the meanings given to such terms in the Base Indenture.
WITNESSETH:
WHEREAS, pursuant to Section 13.1(a)(ii) of the Base Indenture, the Issuers and the Trustee may, without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, enter into one or more Supplements to the Base Indenture to add to the covenants of the Securitization Entities for the benefit of any Noteholders or any other Secured Parties;
WHEREAS, pursuant to Section 13.1(a)(iii) of the Base Indenture, the Issuers and the Trustee may, without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, enter into one or more Supplements to the Base Indenture to mortgage, pledge, convey, assign and transfer to the Trustee for the benefit of the Secured Parties any property or assets (other than any such property or assets the pledge or ownership of which would conflict with the Base Indenture or the other Transaction Documents) as security for the Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Base Indenture or as may, consistent with the provisions of the Base Indenture, be deemed appropriate by the Issuers, the Back-Up Manager and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee;
WHEREAS, pursuant to Section 13.1(a)(iv) of the Base Indenture, the Issuers and the Trustee may, without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, enter into one or more Supplements to the Base Indenture to correct any manifest error or defect or to cure any ambiguity, defect or inconsistency or to correct or supplement any provisions in the Base Indenture, in any Series Supplement or in any Notes, or in the Guarantee and Collateral Agreement or any other Indenture Document to which the Trustee is a party which may be inconsistent with any other provision therein or with the final offering memorandum for any Series of Notes;
WHEREAS, pursuant to Section 13.2 of the Base Indenture, the provisions of the Base Indenture may from time to time be otherwise amended, modified or waived, if such amendment, modification or waiver is in writing in a Supplement with the written consent of the Control Party (at the direction of the Controlling Class Representative);
WHEREAS, pursuant to Section 11.4(c) of the Base Indenture, if at any time there is no Controlling Class Representative, the Control Party is authorized to exercise the rights of the Controlling Class Representative for purposes of approving this Supplemental Indenture;
WHEREAS, the Issuers wish to amend the Base Indenture as set forth in this Supplemental Indenture to effect the purposes of Section 13.1(a)(ii), Section 13.1(a)(iii) and Section 13.1(a)(iv) of the Base Indenture, and to effect certain related amendments pursuant to Section 13.2 of the Base Indenture;
1
WHEREAS, the Master Issuer has requested that the Control Party exercise the rights of the Controlling Class Representative and consent to the amendments described herein to the extent required under such Section 13.2; and
WHEREAS, the conditions set forth for entry into this Supplemental Indenture pursuant to the Base Indenture, including but not limited to Article XIII, have been satisfied.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows:
1. Amendments to the Base Indenture . Effective as of the date hereof, the following amendments are made to the Base Indenture:
(a) Section 2.2(b)(iv)(A) shall be amended by deleting the bold, stricken text as follows:
(A) the Aggregate Outstanding Principal Amount of all Notes as of the applicable Series Closing Date on a pro forma basis after
giving effect to the issuance of such Additional Notes and the application of proceeds therefrom shall be equal to not more than the Maximum Program Amount;
provided
that the issuance of Additional Notes in excess of the Maximum Program
Amount may be permitted subject to
(i)
the Issuers or the Manager obtaining a new valuation by an Approved Valuation Firm indicating that the Aggregate Outstanding Principal Amount of all Notes as of the applicable
Series Closing Date on a pro forma basis after giving effect to the proposed issuance of such Additional Notes and the application of proceeds therefrom will not exceed 42.81% of the fair market value of the Spectrum Portfolio (determined by way of
substantially the same methodology used to determine such fair market value on or prior to the Closing Date) as of the applicable Series Closing Date;
and (ii)
the consent of the
Control Party (acting at the direction of the Controlling Class
Representative)
;
(b) Section 2.2(b)(iv)(B) is hereby deleted in its entirety and replaced with the following:
(B) [INTENTIONALLY OMITTED]
(c) Section 2.2(b)(iv)(N) is hereby deleted in its entirety and replaced with the following:
(N) [INTENTIONALLY OMITTED]
(d) Section 2.2(b)(vii) shall be amended by deleting the word and immediately after the phrase with the initial issuance of Class A Notes);.
(e) Section 2.2(b)(viii) shall be amended by deleting the . and inserting in lieu thereof ; and;
(f) Section 2.2(b) shall be amended by adding a new clause (ix) as follows:
(ix) if, in connection with such new Series of Notes or Additional Notes of an existing Series, additional Spectrum is contributed to one or more License Holders through one or more Contribution Agreements, the Transaction Documents (including the Spectrum Lease) shall be amended (in form satisfactory to the Trustee, in the case of an amendment to any Transaction Document to which the Trustee is a party) to account for such additional
2
Spectrum (including by updating Exhibit A to the Spectrum Lease to reflect such additional Spectrum) and any additional obligations, costs, requirements and other terms associated with such additional Spectrum and to cause the Issuers to satisfy the condition set forth in Section 2.2(b)(iv)(M) or otherwise comply with the Indenture.
(g) Section 5.1(b) shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(b)
Initial Class
A Notes Interest Reserve Amount
. On
the
each Series
Closing
Date, the Issuers shall (i) deposit a portion of the net proceeds of the issuance of the
applicable
Class A
-1
Notes to the Class A Notes Interest Reserve Account and/or (ii) procure one or more
letters of credit (each, an
Interest Reserve Letter of Credit
) for the benefit of the Trustee on behalf of the Class A Noteholders pursuant to one or more letter of credit issuance and reimbursement facilities (each, an
LC Facility
) having an aggregate amount available to be drawn (such aggregate availability amount, the
LC Availability
and the portion of the LC Availability represented by any LC Provider, its
LC
Availability Portion
) on such date such that the aggregate amount on deposit in the Class A Notes Interest Reserve Account
plus
the LC Availability at least equals the Class A Notes Interest Reserve Amount on
the
such Series
Closing Date (the
Initial Class
A Interest Reserve Amount
).
(h) Section 5.1(c) shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(c)
Quarterly Deposits to Class
A Notes Interest Reserve Account
. On each Quarterly Payment Date, the Issuers shall
apply the amount on deposit in the Collection Account in accordance with clause (viii) of the Priority of Payments to make a deposit to the Issuer Interest Reserve Account to the extent necessary to ensure that the sum of (i) the amount on
deposit therein and (ii) LC Availability is at least equal to the Class A Notes Interest Reserve Amount as of such date. The
Class
A Notes Interest Reserve Amount
means, with respect to
the
each Series
Closing Date and any Quarterly Payment Date (and any Quarterly Allocation Date related thereto) an amount equal to the aggregate Class A Notes Quarterly Interest Amount due (at the
applicable stated rate of interest and calculated for such purpose by excluding any scheduled amortization) on the next six immediately succeeding Quarterly Payment Dates after such Quarterly Payment Date (or the
Series
Closing Date,
as applicable). The Class A Notes Interest Reserve Amount shall decrease proportionately with any reduction in the Outstanding Principal Amount of
one or more Series of
the Class A Notes. In the event of such reduction, on
any Quarterly Payment Date following the issuance of one or more Interest Reserve Letters of Credit
in respect of a Series of Class
A Notes (the Interest Reserve Letters of Credit issued in respect of a Series
of Class
A Notes, an IRLC Support Series)
, the resulting Excess Interest Reserve Amount shall be applied towards the reduction of (a) the LC Obligations of any Ineligible LC Provider and
(b) the LC Availability Portion for any LC Provider that is not an Ineligible LC Provider,
(1)
pro rata among all LC Providers
of the applicable IRLC Support Series
based on their respective LC
Availability Portions
(if such reduction in Outstanding Principal Amount relates to only one Series of Class
A Notes) and (2)
first, among the IRLC Support Series based on their
respective required interest reserve amounts and, second, among all LC Providers within each applicable IRLC Support Series based on their respective LC Availability Portions (if such reduction in Outstanding Principal Amount relates to more than
one Series of Class
A Notes)
. In connection therewith, on such Quarterly Payment Date, (i) the Trustee (acting at the
3
direction of the Manager (acting on behalf of the Issuers)) shall withdraw and release the amount required under clause (a) above from the related applicable LC Provider Accounts for payment to the related LC Providers and (ii) the LC Availability of any applicable Interest Reserve Letter of Credit for which an Ineligibility Drawing has not been made shall be reduced, in an aggregate amount, concurrent with the applications set forth in (a) and (b), not to exceed the Excess Interest Reserve Amount. If any Excess Interest Reserve Amount exists in the Issuers Interest Reserve Account following the application of the amounts set forth in clauses (a) and (b) above, such Excess Interest Reserve Amount (or portion thereof) shall be withdrawn by the Trustee (acting at the direction of the Manager (acting on behalf of the Issuers)) and deposited into the Collection Account on such Quarterly Payment Date for application in accordance with the Priority of Payments. If the Issuers (x) issue a Series of Class A Notes that consists of more than one Tranche of Class A Notes and (y) procure Interest Reserve Letters of Credit separately in respect of each Tranche of such Series, each such Tranche shall constitute a Series of Class A Notes and the Interest Reserve Letters of Credit procured in respect of each such Tranche of Class A Notes shall constitute an IRLC Support Series in respect of such Tranche for purposes of Sections 5.1 and 5.13.
(i) Section 5.1(g) shall be amended by inserting the bold, underlined text as follows:
(g) Release of LC Provider Account . On the date on which no Class A Notes are Outstanding in respect of an IRLC Support Series , the Manager shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the LC Provider Accounts related to such IRLC Support Series and to release all such remaining funds at the direction of the Manager (acting on behalf of the Issuers) and/or to return any outstanding Interest Reserve Letter of Credit of such IRLC Support Series maintained with respect to the LC Provider Account to the LC Provider thereof for cancellation.
(j) The final paragraph of Section 5.8 shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
Except as provided with respect to Optional Prepayments,
A
a
ll payments of interest, principal and Class A Make-Whole Prepayment Premium will be made on a pro rata basis as between the Class A Notes based on the Aggregate Outstanding Principal Amount thereof.
All amounts on deposit in the Class A Notes Interest Reserve Account that will be applied on a Quarterly Payment Date in respect of any payment of the Class A Notes Accrued Quarterly Interest Shortfall on such date will be withdrawn
directly from the Class A Notes Interest Reserve Account and applied toward such payment in accordance with the Interest Reserve Funding Priority. Each Secured Party agrees that its claims against an Issuer or Guarantor for payment of amounts
are subordinate to any claims ranking higher in the Priority of Payments (each such prior claim, a Senior Claim), which subordination shall continue until the holder of such Senior Claim, or the Security Trustee on its behalf, has
received the full cash amount of such Senior Claim.
(k) Section 5.13(a) shall be amended by inserting the bold, underlined text as follows:
(a) The Issuers may, in lieu of depositing cash in the Issuers Interest Reserve Account in the full amount of the Class A Notes Interest Reserve Amount that is required to be held in the Class A Notes Interest Reserve Account, maintain one or more Interest Reserve Letters of Credit under an LC Facility for the benefit of the Trustee on behalf of the Class A Noteholders. The Interest Reserve Letters of Credit may provide LC Availability equal
4
to all or any portion of the Class A Notes Interest Reserve Amount. The Issuers (or the Manager on their behalf) shall provide notice to the Trustee and the Control Party of any new Interest Reserve Letter of Credit at least five (5) Business Days prior to the initial issuance thereunder and the Trustee shall (at the direction of the Manager, acting on behalf of the Issuers) execute an acknowledgement of the terms of the relevant LC Facility in favor of the LC Providers prior to such date of issuance. For so long as no Lessee Payment Default Rapid Am Event or acceleration of the Class A Note s following an Event of Default has occurred, subject to the Interest Reserve Funding Priority, the Interest Reserve Letters of Credit shall be drawn pro rata to fund any Class A Notes Accrued Quarterly Interest Shortfall in respect of the Class A Notes, which drawn amounts shall be deposited into the Class A Notes Interest Reserve Account and applied to the applicable LC Provider Account. Following the occurrence of a Lessee Payment Default Rapid Am Event or acceleration of the Class A Notes following an Event of Default, the Interest Reserve Letters of Credit shall be drawn in full in connection with the Final Drawing, as described below, and the drawn amounts shall be deposited into the Class A Notes Interest Reserve Account and applied to the applicable LC Provider Account and the Interest Reserve Letters of Credit shall be returned to the applicable LC Provider.
(l) Section 5.13(d) shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(d) Notwithstanding anything in the Indenture or any other Transaction Document to the contrary, if one or more Interest Reserve Letters of
Credit are issued following the deposit of the Initial Class A Notes Interest Reserve Amount in the Class A Notes Interest Reserve Account on the
applicable Series
Closing Date and such issuance causes an Excess Interest
Reserve Amount to be on deposit in the Issuers Interest Reserve Account, then within two Business Days of any such issuance, the Issuers may distribute in cash (only to the extent there are amounts on deposit in the Issuers Interest Reserve Account)
such Excess Interest Reserve Amount to their respective parent entities, such that the aggregate amount of all such distributions
since
on or after
the
applicable Series
Closing Date does not
exceed the amount of the
applicable
Initial Class A Interest Reserve Amount, and such parent entities may further distribute such amounts, in each case, so long as (i) at the time of such distributions (A) no Default,
Potential Rapid Amortization Event or Rapid Amortization Event shall have occurred and be continuing and (B) no Interest Reserve Letter of Credit is an Ineligible Interest Reserve Letter of Credit and (ii) the Issuers (or the Manager on
their behalf) shall have delivered to the Trustee and Control Party a notice in respect thereof and certifying as to the foregoing. Following the distributions of Excess Interest Reserve Amounts in accordance with this paragraph in an amount up to
the
applicable
Initial Class A Interest Reserve Amount (collectively, the
Issuers Reserve Distribution
), subsequent distributions of Excess Interest Reserve Amounts shall be made as provided below.
(m) Section 5.13(e) shall be amended by inserting the bold, underlined text as follows:
(e) If on any Quarterly Payment Date following the issuance of one or more Interest Reserve Letters of Credit in respect of a Series of Class A Notes , the Class A Notes Interest Reserve Amount has decreased in connection with any reduction in the Outstanding Principal Amount of one or more Series of the Class A Notes, the resulting Excess Interest Reserve Amount shall be applied towards the reduction of (a) the LC Obligations of any Ineligible LC Provider and (b) the LC Availability Portion for any LC Provider that is not an Ineligible LC Provider, (1) pro rata among all LC Providers of the
5
applicable IRLC Support Series based on their respective LC Availability Portions (if such reduction in Outstanding Principal Amount relates to only one Series of Class A Notes) and (2) pro rata, first, among all LC Providers within each applicable IRLC Support Series based on the percentage that the respective Outstanding Principal Amounts of each related Series of Class A Notes being reduced bears to the aggregate Outstanding Principal Amount of all Series of Class A Notes being reduced and, second, among all LC Providers within each applicable IRLC Support Series based on their respective LC Availability Portions (if such reduction in Outstanding Principal Amount relates to more than one Series of Class A Notes) . In connection therewith, on such Quarterly Payment Date, (i) the Trustee (acting at the direction of the Manager (acting on behalf of the Issuers)) shall withdraw and release the amount required under clause (a) above from the related applicable LC Provider Accounts for payment to the related LC Providers and (ii) the LC Availability of any applicable Interest Reserve Letter of Credit for which an Ineligibility Drawing has not been made shall be reduced, in an aggregate amount, concurrent with the applications set forth in (a) and (b), not to exceed the Excess Interest Reserve Amount. If any Excess Interest Reserve Amount exists in the Issuers Interest Reserve Account following the application of the amounts set forth in clauses (a) and (b) above, such Excess Interest Reserve Amount (or portion thereof) shall be withdrawn by the Trustee (acting at the direction of the Manager (acting on behalf of the Issuers)) and deposited into the Collection Account on the related Quarterly Payment Date for application in accordance with the Priority of Payments. Excess Interest Reserve Amount means the amount, if any, by which the aggregate amount on deposit in the Class A Notes Interest Reserve Account plus the LC Availability exceeds the Class A Notes Interest Reserve Amount.
(n) Section 5.13(g) shall be amended by inserting the bold, underlined text as follows:
(g) On the Business Day following the date that (or, if such date is not a Business Day, the immediately succeeding Business Day) any Interest Reserve Letter of Credit becomes an Ineligible LC, the Trustee (at the direction of the Issuers) or the Control Party (on the Issuers behalf) shall submit a notice of drawing under such Ineligible LC and use the proceeds thereof to fund a deposit into the LC Provider Account of the related Ineligible LC Provider in an amount equal to the lesser of (or the amount of, if there is no lesser amount) (x) the Class A Notes Interest Reserve Account Deficiency Amount, on such date, calculated as if such Interest Reserve Letter of Credit had not been issued and (y) the total available undrawn amount of the such Ineligible LC (each such a drawing, an Ineligibility Drawing ) and following such Ineligibility Drawing no additional amounts shall be available for drawing under such Ineligible LC and the Ineligible LC shall be returned to the related LC Provider.
(o) Section 5.13(h) shall be amended by deleting the bold, stricken text as follows:
(h) If an Ineligibility Drawing has occurred in respect of any Ineligible LC, the related Ineligible LC Provider shall have the right to direct
the Manager who shall (on behalf of the Issuers) direct the Trustee to invest the drawn amount on deposit in the LC Provider Account relating to such Ineligible LC Provider in Eligible Investments. In the absence of such direction, funds in the LC
Provider Account shall remain uninvested. All income or other gain from such Eligible Investments shall be credited to such LC Provider Account for the benefit of the related Ineligible LC Provider and shall be released by the Trustee (in accordance
with the Quarterly Managers Certificate) on each Quarterly Payment Date to such Ineligible LC Provider
and such Ineligible LC shall be returned to the applicable LC
6
Provider
. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall not have any liability in respect
of losses incurred as a result of the liquidation, for any delay or fees imposed in relation to the liquidation, or receiving the liquidation proceeds of any investment, or losses incurred as a result of the liquidation of any investment prior to
its stated maturity, or the failure of the Ineligible LC Provider or the Manager (on behalf of the Issuers) to provide timely written instruction.
(p) Section 5.13(j) shall be amended by inserting the bold, underlined text as follows:
(j) Promptly following the occurrence of a Lessee Payment Default Rapid Am Event or the acceleration of the Class A Notes following an Event of Default, the Trustee, at the direction of the Manager (acting on behalf of the Issuers) shall submit a notice of drawing under each Interest Reserve Letter of Credit for the full available undrawn amount of such Interest Reserve Letter of Credit (but in no event in excess of the Class A Notes Interest Reserve Amount), and all such amounts drawn shall be deposited by the Trustee into the Class A Notes Interest Reserve Account and credited to the applicable LC Provider Account s for application in accordance with the Priority of Payments (such drawings collectively, the Final Drawing ) and following such Final Drawing (i) no additional amounts shall be available for drawing under the Interest Reserve Letters of Credit and each Interest Reserve Letter of Credit shall be returned to the applicable LC Provider and (ii) any Ineligibility Drawing in the LC Account of such Ineligible LC Provider shall be automatically converted to a Final Drawing.
(q) Section 8.9 shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
The Issuers will, and will cause each other Securitization Entity to, not make, incur, or suffer to exist any
Investment, other than (a) Investments in the Indenture Trust Accounts and Eligible Investments or (b) in respect of PledgeCo I, PledgeCo II
,
and
PledgeCo III
and any Additional PledgeCo
,
the Equity Interests each holds in the Master Issuer,
Co-Issuer
II
,
and
Co-Issuer
III
and any Additional Issuer
,
respectively and in respect of the Master Issuer,
Co-Issuer
II
,
and
Co-Issuer
III
and any Additional Issuer
, the
Equity Interests each holds in License Holder I, License Holder II
,
and
License Holder III
and any Additional License Holder
, respectively.
(r) Section 8.12 shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
On and after the Closing Date, the Issuers shall not, and shall not permit any other Securitization Entity to, without the consent of the
Control Party, merge or consolidate with or into any other Person (whether by means of a single transaction or a series of related transactions); provided that all of the constituent entities of any of Silo I, Silo II
,
and/or
Silo III
and/or any Additional Silo
may merge or consolidate with or into the corresponding constituent entities of any of Silo I, Silo II
,
and/or
Silo III
and/or any Additional Silo
if at such time no Default or Event of Default has occurred and is continuing or will result therefrom, and notice of such merger or consolidation is given to the Rating Agencies (any such merger or
consolidation, a
Permitted Silo Merger
).
7
(s) Section 8.18 shall be amended (effective upon the date hereof and operative, automatically without notice or any other action whatsoever, upon the occurrence of the issuance of Additional Notes) by inserting the bold, underlined text and deleting the bold, stricken text as follows:
The Issuers shall not, and shall not permit any other Securitization Entity to, sell, transfer, lease, license, liquidate or otherwise dispose
of any of their property (whether by means of a single transaction or a series of related transactions), including Equity Interests of any other Securitization Entity, except for (i) subleases of the Spectrum Usage Rights to the Affiliated
Entities and certain third parties on terms and conditions provided for in the Spectrum Lease, (ii) certain exchanges of Third-Party Leased Licenses for
new
Directly-Held Licenses so long as (a) the applicable
License Holder shall have delivered evidence reasonably satisfactory to the Control Party that such Directly-Held License has been effectively transferred to such License Holder pursuant to
the applicable
Communications Laws and
(b) no funds of the License Holders shall have been used in connection therewith
,
;
(iii) in connection with an Existing Coverage Consolidation (where
Existing Coverage Consolidation
means
a
BRS
2.5 GHz
Directly-Held License issued for a Protected Service Area is terminated
in the ordinary course
or is otherwise no longer in full force and effect, and at the time of such
termination or ceasing to be in full force and effect, there exists a corresponding
Basic Trading Area (
BTA
)
Directly-Held License that is in full force and effect and that provides
the applicable License Holder with at least as much ability to serve the affected geographic Protected Service Area (considering the bandwidth available, the radio frequencies involved, and the power levels authorized) as the License Holders had
immediately prior to such termination or cessation), (iv) exchanges with a third-party in respect of one or more of the
1.9 GHz
FCC licenses held by such third-party and one or more of the
1.9 GHz
Directly-Held Licenses held by the License Holders (a
1.9
Swap
) subject to the following terms and conditions (the
1.9
Swap Conditions
): (1) such
1.9
Swap is entered into with an entity
affiliated or
unaffiliated with SCI on an
arms-length
basis,
(2) the FCC license received in the
1.9
Swap is of equal or greater value than the exchanged
license, and
Directly-Held License,
within the same BTA market
(or,
if not in the same BTA market, makes up less than 15% (together with all other Directly-Held Licenses theretofore subject to a Swap which did not exchange a Directly-Held License for an FCC License within the same BTA market) of the aggregate
MHz-pops of all of the Directly-Held Licenses in the Spectrum Portfolio subject to a Swap (measured by aggregating the MHz-pops of each Directly-Held License as of the date such Directly-Held License became a Contributed Asset hereunder)) and, in
the case of a 1.9 GHz Directly-Held License,
is in
at least
a 5 x 5 MHz paired configuration
within the same BTA market
,
and the market value of the Spectrum Portfolio will not be
lower after giving effect to the
1.9
Swap than it was prior to giving effect to the
1.9
Swap, (3) the
1.9 Swap is entered into in the ordinary course of business,
(4)
the 1.9
Swap is not materially adverse to the Secured Parties, (
5
4
) the
1.9
Swap is made on a fair and
non-discriminatory
basis with respect to the Spectrum Portfolio and without any preference to SCIs and its Affiliates other FCC license holdings, (
6
5
) the total
aggregate MHz-pops of the Spectrum Portfolio at the time of such
1.9
Swap
(together with all other Directly-Held Licenses theretofore subject to a Swap)
that is subject to
1.9
Swaps does
not exceed 7.5% of the total aggregate MHz-pops of the Spectrum Portfolio (
including 1.9 GHz and 2.5 GHz FCC licenses) as of the Closing Date
measured by aggregating the MHz-pops of each Directly-Held License
8
as of the date such Directly-Held License became a Contributed Asset hereunder)
, provided that a
1.9
Swap entered into prior to the Closing Date but not yet
closed pending approval by the FCC will be disregarded for purposes of this clause, (
7
6
) the
1.9
Swap has received prior FCC approval,
(
8
7
) the Manager has provided a certificate to each of the Issuers, the Manager and the
Back-Up
Manager certifying the preceding conditions and containing a
reasonably detailed description of the business purpose and the benefit to the Spectrum Portfolio of the
1.9
Swap, (
9
8
) SCI has provided an opinion in substantially the same
substance, to the extent relevant, as the regulatory opinion received in connection with the
initial
issuance of the Class A Notes, (
10
9
) the
1.9
Swap must be an
in-kind
exchange whereby
the applicable
License-Holder and its counterparty each give and receive an FCC license
in the same frequency band
, or an exchange
of FCC licenses in the
same frequency band
in which only SCI or other Sprint Affiliate (other than the Securitization Entities) pays cash and not the
1.9
Swap counterparty and (
11
10
) the FCC
licenses received by the License Holders in connection with the
1.9
Swap shall be equal in amount of MHz-pops (the
Equal MHz-pops Condition
), provided that License Holders may enter into a
non-uniform
1.9
Swap which does not satisfy the Equal MHz-pops Condition, so long as the
non-uniform
1.9
Swap does not reduce the
1.9 GHz
Directly-Held Licenses MHz-pops by more than 5% of the
1.9 GHz
Directly-Held Licenses aggregate MHz-pops held by the License Holders
on the
Closing Date
(measured by aggregating the MHz-pops of each Directly-Held License as of the date such Directly-Held License became a Contributed Asset hereunder)
and (v) Permitted Silo Mergers.
(t) Section 8.19 shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
Other than distributions of net proceeds of the offering on
the
any Series
Closing Date, the Issuers will not
declare or pay any distribution on any of their respective limited liability company interests other than any Issuers Reserve Distributions; provided that so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event
of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Issuers may declare and pay distributions to the extent permitted under
Section 18-607
of the Delaware Limited Liability Company Act and the Issuers Charter Documents, only after satisfaction of the Priority of Payments. The Issuers shall not, and shall not permit any
other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted
by the Base Indenture or as consented to by the Control Party.
(u) Section 9.2(i) shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(i) (A) the failure of SCI to (directly or indirectly) own 100% of the voting and economic Equity Interests in the Manager, each Spectrum-Licensing Subsidiary (provided that any Spectrum-Licensing Subsidiary may merge or consolidate with another Spectrum-Licensing Subsidiary, SCI or other subsidiary of SCI so long as SCI is the direct or indirect owner of 100% of the voting and economic Equity Interests of the surviving entity) and the Depositors (provided that any Depositor may merge or consolidate with another Depositor in connection with any Permitted Silo Merger or with any other subsidiary of SCI so long as SCI is the direct or indirect owner of 100% of the voting and
9
economic Equity Interests of the surviving entity), (B) the failure of Sprint Corporation to directly own 100% of the voting Class A interests of the PledgeCos and the Intermediate
HoldCos
, and indirectly own, through the Intermediate HoldCos, 100% of the voting Class
A Equity Interests of the PledgeCos
, (C) the failure of any of Depositor I,
Depositor II
,
or
Depositor III
or any Additional Depositor
to directly own 100% of the
non-voting
Class B economic interests of Intermediate HoldCo I,
Intermediate HoldCo II
,
and
Intermediate HoldCo III
and any related Additional Intermediate HoldCo
, respectively
, if applicable,
following the transfer thereof to the
relevant
Depositor
Depositors
(provided that any Intermediate HoldCo may merge or consolidate with another Intermediate HoldCo in connection with a Permitted Silo Merger), (D) the failure of any of Depositor I, Depositor
II
,
or
Depositor III
or any Additional Depositor
to own (directly or indirectly through Intermediate HoldCo I, Intermediate HoldCo II
,
or
Intermediate HoldCo
III
or any relevant Additional Intermediate HoldCo
, as applicable) 100% of the
non-voting
Class B economic interests of PledgeCo I, PledgeCo II
,
and
PledgeCo III
and any related Additional PledgeCo
, respectively, (E) the failure by any of PledgeCo I, PledgeCo II
,
or
PledgeCo III
or any Additional PledgeCo
to own directly 100%
of the Equity Interests in the Master Issuer,
Co-Issuer
II
,
or
Co-Issuer
III
or the related Additional Issuer
,
respectively, or (F) the failure by any of the Master Issuer,
Co-Issuer
II
,
or
Co-Issuer
III
or any Additional
Issuer
to own directly 100% of the Equity Interests in License Holder I, License Holder II
,
or
License Holder III
or the related Additional License Holder
, respectively, in each case other
than as the result of, or as expressly permitted above in connection with, a Permitted Silo Merger;
(v) Section 9.2(f) shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(f) (A) any of the Directly-Held
Licenses or Third-Party Leased Licenses (other than the Third-Party Leased License associated with Clark County) is terminated, or is otherwise no longer in full force and effect or any of the Third-Party Lease Agreements (other than the Third-Party
Leased License associated with Clark County) is not renewed or is otherwise not in full force and effect (except in connection with any Third-Party Leased License in respect thereof becoming a Directly-Held License of License Holders), (B) on the
effective date set forth in any final order by the FCC (or other governmental body) revoking, canceling or otherwise terminating or failing to renew any of the Directly- Held Licenses or
Third-Party
Leased
Licenses (other than the Third-Party Leased License associated with Clark County), (C) if any of the Directly-Held Licenses or Third-Party Leased Licenses (other than the
Third-Party
Leased License associated
with Clark County) is lawfully reclaimed or taken by the FCC or any other governmental body pursuant to a final order, (D) if any of the Directly-Held Licenses or Third- Party Leased Licenses (other than the Third-Party Leased License
associated with Clark County), or the Communications Laws and other laws applicable to the Directly-Held Licenses or Third-Party Leased Licenses, are modified in a manner that materially diminishes the ability of the License Holders to use any of
the Third-Party Leased Licenses (other than the Third-Party Leased License associated with Clark County) or Directly-Held Licenses to provide communications services of the same service type and the same quality (considering radiated power,
interference received from third-party sources, and geographic scope) as are being provided using such License on the
date such License becomes a Contributed Asset
Closing Date
, or (E) any License Holder is
no longer the holder of, or no longer in
de jure
control and
de facto
control of, any of the Directly-Held Licenses, in each case, except as expressly permitted under this
10
Indenture or the other Transaction Documents, and in the case of subclauses (A) to (E) other than in connection with an Existing Coverage Consolidation; and any such condition, as set forth in subclauses (A) to (E), (X) if both the aggregate MHz-pops of the Licenses adversely affected by any of the conditions set forth in subclauses (A) to (E) is less than 2% of the aggregate MHz-pops of all of the Licenses in the Spectrum Portfolio (excluding the Third-Party Leased License associated with Clark County) or at such time the number of such adversely affected Licenses is less than 10, remains unremedied for 90 calendar days, or (Y) if either the aggregate MHz-pops of the Licenses adversely affected by any of the conditions set forth in subclauses (A) to (E) is 2% or more of the aggregate MHz-pops of all of the Licenses in the Spectrum Portfolio (excluding the Third-Party Leased License associated with Clark County) or at such time the number of such adversely affected Licenses is 10 or more, remains unremedied for twenty (20) Business Days, it being agreed that an Event of Default arising pursuant to this Section 9.2(f) may be waived by the Control Party (acting at the direction of the Controlling Class Representative);
(w) Section 11.1(d) shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(d) If a CCR Candidate receives votes from Controlling Class Members owning or beneficially owning at least 50% of
the
Aggregate
Outstanding Principal Amount of Notes of the Controlling Class
(or any beneficial interest therein)
that are Outstanding as of the CCR Voting Record Date
and with respect to which votes were
submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class
as of the CCR Voting Record Date),
such CCR Candidate shall be the Controlling
Class Representative. Notes of the Controlling Class actually known to the Trustee to be held by the Issuers or any Affiliate of the Issuers, or held by the
Back-Up
Manager or any Affiliate of the
Back-Up
Manager, will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members
holding beneficial interests
in
owning or beneficially owning
exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Controlling Class Representative shall be the CCR Candidate chosen by the
Manager, pursuant to the Management Agreement. In the event that no CCR Candidate receives
votes from
Controlling Class
Members owning or beneficially owning at least
50% of the
Aggregate Outstanding Principal Amount of Notes of the Controlling Class
with respect to which votes were submitted
, the Trustee will notify the Manager, the Securitization Entities, the
Back-Up
Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative will be appointed, and until a CCR
Re-election
Event
occurs and a new Controlling Class Representative is elected (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the
Back-Up
Management
Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Transaction Document shall be delivered to the Control Party.
(x) Section 13.1(a)(ix) shall be amended by deleting the word or immediately after the phrase (as evidenced by an Opinion of Counsel);.
(y) Section 13.1(a)(x) shall be amended by adding the word or after the phrase including withholding Tax;.
11
(z) Section 13.1(a) shall be amended by adding a new clause (xi) as follows:
(xi) to amend clause (5) of the definition of Swap Conditions to increase the percentage referenced therein to a percentage not to exceed 15%; provided that the effectiveness of such amendment shall be conditioned upon the receipt from each Rating Agency of a Rating Agency Confirmation with respect to such amendment;
(aa) The heading to Section 14.16 shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
Section 14.16
1.9
Spectrum
Swaps; Release of Collateral
;
(bb) Section 14 of the Indenture shall be amended by adding a new Section 14.17 as follows:
14.17 Additional Issuer . Any Additional Issuer shall execute and deliver to the Trustee an Issuer Joinder Agreement.
(cc) Section 14 of the Indenture shall be amended by adding a new Section 14.18 as follows:
14.18 Additional Securitization Entity . The Issuers shall cause any Additional PledgeCo and Additional License Holder to execute and deliver to the Trustee a GCA Joinder Agreement. The execution and delivery of a GCA Joinder Agreement pursuant to this Section 14.18 shall not constitute an amendment or modification to the Guarantee and Collateral Agreement for purposes of Section 13.3 or an action by the Trustee under the Indenture or other Transaction Document for purposes of Section 14.2, such execution and delivery of the GCA Joinder Agreement by the Trustee shall be deemed authorized and permitted by this Base Indenture and the other Transaction Documents and all conditions precedent set forth in the Base Indenture and the other Transaction Documents with respect thereto shall been deemed to have been satisfied.
(dd) Annex A to the Base Indenture shall be amended as follows:
(i) The following definitions shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
Contribution Agreements
means the following agreements: the Master Contribution Agreement, the Issuer-License
Holder Contribution Agreements, the Depositor-PledgeCo Contribution Agreements
,
and
the PledgeCo-Issuer Contribution Agreements
and any Additional Contribution Agreement
.
Class
A Notes Interest Reserve Amount
means, with respect to
the
each Series
Closing Date and any Quarterly Payment Date (and any Quarterly Allocation Date related thereto) an amount equal to the aggregate Class A Notes Quarterly Interest Amount due (at the applicable stated rate of interest) on the next six
immediately succeeding Quarterly Payment Dates after such Quarterly Payment Date (or the
Series
Closing Date, as applicable).
12
Depositors means, collectively, Sprint Spectrum Depositor LLC, Sprint Spectrum Depositor II LLC and Sprint Spectrum Depositor III LLC, each a Delaware limited liability company and a wholly-owned indirect subsidiary of SCI , and any Additional Depositor .
Intermediate HoldCos
means, collectively Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC and Sprint
Intermediate HoldCo III LLC, each a Delaware limited liability company and a wholly-owned indirect subsidiary of
SCI
Sprint Corporation, and any Additional Intermediate HoldCo
.
Issuers
means, collectively, the Master Issuer,
Co-Issuer
II
,
and
Co-Issuer
III
and any Additional Issuer
.
License Holders means, collectively, Sprint Spectrum License Holder LLC ( License Holder I ), Sprint Spectrum License Holder II LLC ( License Holder II ) and Sprint Spectrum License Holder III ( License Holder III ), each a Delaware limited liability company and the Lessors under the Spectrum Lease , and any Additional License Holder .
PledgeCos means Sprint Spectrum PledgeCo LLC ( PledgeCo I ), Sprint Spectrum PledgeCo II LLC ( PledgeCo II ) and Sprint Spectrum PledgeCo III LLC ( PledgeCo III ), each a Delaware limited liability company , and any Additional PledgeCo .
Quarterly Noteholders Report
has the meaning specified in Section 4.1
(a)
(b)
of the Base Indenture.
Repurchase Amount
means, on any date of payment of the Repurchase Amount, in respect of a
Contributed Asset (other than the Third-Party Lease Agreement and the related Third-Party Leased Licenses associated with Clark County), an amount equal to (a) the Outstanding Principal Amount of all Series of Class A Notes on such date,
plus the Class A Notes Accrued Quarterly Interest Amount
(calculated for purposes of this definition
as of
such
the
date
of payment of the Repurchase Amount)
, plus the Class A
Make-Whole
Prepayment Premium that would be payable on the Class A Notes if they were prepaid on such date plus the LC Obligations as of such date (collectively, the Principal, Interest and LC
Amounts) plus all other outstanding Obligations, multiplied by (b) the proportionate value of such Contributed Asset to the overall value of the Spectrum Portfolio
(measured as of the date such Contributed Asset became a Contributed
Asset)
as of the Closing Date
, expressed as a percentage set forth in a schedule to the applicable Contribution Agreement (which percentage will be recalculated for any repurchases of Contributed Assets prior to such
date by excluding the value associated with such prior-repurchased Contributed Assets).
Spectrum-Licensing Subsidiaries means each subsidiary of SCI party to the Master Contribution Agreement or any Additional Contribution Agreement holding a portion of the Spectrum Portfolio prior to the transfer of such portion to the applicable Depositor.
Third-Party Lease Consent/Assignments means the assignment and/or consent agreements with each of the relevant Third-Party Lease Counterparties under the Third-Party Lease Agreements (other than the Third-Party Lease Agreement associated with Clark County), entered into on or prior to the Closing Date or contributed pursuant to
13
an Additional Contribution Agreement by each Spectrum-Licensing Subsidiary that is a party to any Third-Party Lease Agreement, pursuant to which such Third-Party Lease Counterparty will agree to, subject to certain conditions and exceptions, (i) the assignment and transfer of all rights and obligations of SCI and its Affiliates under the Third-Party Lease Agreements (the Leased Spectrum Rights and Obligations) to the applicable License Holders, (ii) the pledge by each License Holder of its respective Leased Spectrum Rights and Obligations to the Trustee, (iii) the assignment and transfer of the Leased Spectrum Rights and Obligations to any qualified Person that shall have agreed to assume all of the Leased Spectrum Rights and Obligations (subject to applicable FCC and other regulatory requirements) in the event that the Trustee has the right to foreclose on the Collateral pursuant to the Indenture or the other Transaction Documents or otherwise pursuant to the Spectrum Realization Procedures and (iv) the ability of the Back-Up Manager to service and perform the Leased Spectrum Rights and Obligations in the event that a Manager Termination Event has occurred.
Transaction Documents means the Notes, this Indenture, the Guarantee and Collateral Agreement, the Contribution Agreements, the Management Agreement, the Back-Up Management Agreement, the Third-Party Lease Agreements, the Third-Party Lease Consent/Assignments, the Spectrum Lease, the SCI Payment and Performance Undertaking Agreement, the Charter Documents of each Securitization Entity , the LC Facility Documentation , any joinder agreement to a Transaction Document and any additional document identified as a Transaction Document in the Series Supplement for any Series of Notes Outstanding and any other material agreements entered into, or certificates delivered, pursuant to the foregoing documents.
Weighted Average Life
to Maturity
means, when
applied to any indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect of the indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the
then outstanding principal amount of such indebtedness.
(ii) The following definitions shall be deleted in their entirety and replaced in lieu thereof with the following:
Quarterly Calculation Date means the date that is two (2) Business Days following the last day of each Quarterly Collection Period. Any reference to a Quarterly Calculation Date relating to a Quarterly Payment Date means the Quarterly Calculation Date occurring in the same calendar month as the Quarterly Payment Date and any reference to a Quarterly Payment Date relating to a Quarterly Collection Period refers the Quarterly Collection Period most recently ended on or prior to the related Quarterly Payment Date.
Spectrum Portfolio means the portfolio of (i) Broadband Radio Service spectrum licenses licensed to License Holders and set forth on Exhibit A to the Spectrum Lease, any additional Spectrum designated as a Directly-Held License set forth on Exhibit A to the Spectrum Lease, and any licenses received in exchange therefor from time to time, in each case as renewed from time to time (collectively, the Directly-Held Licenses ) and (ii)
14
rights under third party lease agreements (the Third-Party Lease Agreements ) relating to FCC Educational Broadband Service spectrum licenses leased to License Holders and FCC Broadband Radio Service spectrum licenses leased to License Holders and set forth on Exhibit A of the Spectrum Lease and any other additional Spectrum designated as a Third-Party Leased License set forth on Exhibit A to the Spectrum Lease (collectively, the Third-Party Leased Licenses and, together with the Directly-Held Licenses, the Licenses ), in each case above as such Exhibit A may be updated from time to time in pursuant to the Base Indenture and the Spectrum Lease;
(iii) The following definitions shall be added to Annex A in the appropriate alphabetical order:
Additional Contribution Agreement means, in connection with additional contributions of Spectrum after the Closing Date, any contribution agreement by which any such Spectrum is so contributed (i) by a Depositor or an Additional Depositor to a PledgeCo or an Additional PledgeCo (which contribution may be made through an Intermediate HoldCo), as applicable, which contribution agreement shall be substantially similar in substance to the Depositor-PledgeCo Contribution Agreements, (ii) by a PledgeCo or an Additional PledgeCo to an Issuer or an Additional Issuer, as applicable, which contribution agreement shall be substantially similar in substance to the PledgeCo-Issuer Contribution Agreements or (iii) by an Issuer or an Additional Issuer to a License Holder or an Additional License Holder, as applicable, which contribution agreement shall be substantially similar in substance to the Issuer-License Holder Contribution Agreements, each such Additional Contribution Agreement to include an indication as to whether licenses or lease agreements contributed thereby constitute or relate to, as applicable, Directly-Held Licenses or Third-Party Leased Licenses for purposes hereof.
Additional Depositor means any wholly-owned direct or indirect subsidiary of SCI that contributes additional Spectrum as a depositor after the Closing Date.
Additional Intermediate HoldCo means any wholly-owned direct or indirect subsidiary of Sprint Corporation that is established as an intermediate holdco in connection with a contribution of additional Spectrum after the Closing Date.
Additional Issuer means any entity that becomes an issuer hereunder by way of an Issuer Joinder Agreement after the Closing Date in connection with the contribution of additional Spectrum.
Additional License Holder means any entity to which additional Spectrum is contributed as a license holder under an Additional Contribution Agreement and that acts as a Lessor under the Spectrum Lease.
Additional PledgeCo means any entity to which additional Spectrum is contributed in its capacity as, and that further contributes such additional Spectrum in its capacity as, a pledgeco, in each case, after the Closing Date and under an Additional Contribution Agreement.
15
Additional Silo means any related series of entities constituting an Additional PledgeCo, Additional Issuer and Additional License Holder that is formed as part of the same transaction in respect of a contribution of additional Spectrum.
BTA has the meaning set forth in Section 8.18 of the Base Indenture.
Directly-Held Licenses has the meaning set forth in the definition of Spectrum Portfolio in Annex A of the Base Indenture.
GCA Joinder Agreement means a joinder agreement substantially in the form of Exhibit K .
IRLC Support Series has the meaning set forth in Section 5.1(c) of the Base Indenture.
Issuer Joinder Agreement means a joinder agreement substantially in the form of Exhibit J .
Spectrum means FCC spectrum licenses and/or rights under lease agreements with third parties in respect of FCC spectrum licenses.
Spectrum Lease means the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, by and among the License Holders, SCI, the Intermediate Holdcos and the Guarantors (as defined therein), as amended, supplemented or otherwise modified from time.
Swap has the meaning set forth in Section 8.18 of the Base Indenture.
Swap Conditions has the meaning set forth in Section 8.18 of the Base Indenture.
Third-Party Lease Agreements has the meaning set forth in the definition of Spectrum Portfolio in Annex A of the Base Indenture.
Third-Party Leased Licenses has the meaning set forth in the definition of Spectrum Portfolio in Annex A of the Base Indenture.
(iv) The definition of 1.9 Swap Conditions shall be deleted from Annex A in its entirety.
(ee) Exhibit J set forth as Schedule 1 hereto shall be added to the Base Indenture as a new Exhibit J thereto.
(ff) Exhibit K set forth as Schedule 2 hereto shall be added to the Base Indenture as a new Exhibit K thereto.
2. Governing Law .
THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
16
3. Execution in Counterparts .
This Supplemental Indenture shall constitute an Indenture Document for all purposes of the Base Indenture and Transaction Documents. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
4. No Other Changes .
Except as provided herein, the Base Indenture shall remain unchanged and in full force and effect, and each reference to the Base Indenture and words of similar import in the Base Indenture, as amended hereby, shall be a reference to the Base Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Base Indenture for the convenience of administration by the parties hereto.
5. Execution, Delivery and Validity .
Each of the Issuers represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.
6. Limited Recourse .
The obligations of the Issuers hereunder are limited recourse obligations of the Issuers payable solely from the Collateral in accordance with the Priority of Payments.
7. Non-Petition .
Each party hereto hereby covenants and agrees that, at any time prior to the date which is (a) one (1) year, or (b) if longer, the applicable preference period in effect, and in case of (a) or (b) plus one (1) day following the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided that nothing in this Section 7 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Transaction Document.
8. Binding Effect .
This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Signature pages follow]
17
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
SPRINT SPECTRUM CO LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
SPRINT SPECTRUM CO II LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
SPRINT SPECTRUM CO III LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Trustee |
By: | /s/ Louis Bodi | |
Name: Louis Bodi | ||
Title: Vice President |
By: | /s/ Diana Vasconez | |
Name: Diana Vasconez | ||
Title: Assistant Vice President |
[Signature Page to Supplemental Indenture]
CONSENT OF CONTROL PARTY AND BACK-UP MANAGER:
Midland Loan Services, a division of PNC Bank, National Association, as Control Party and as Back-Up Manager, hereby consents to the execution and delivery by the Securitization Entities, the Manager and the Trustee of the foregoing Amendment.
MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
By: | /s/ Gregory L. McFarland | |
Name: Gregory L. McFarland | ||
Title: Senior Vice President, Servicing Officer |
SCHEDULE 1
EXHIBIT J
FORM OF ISSUER JOINDER AGREEMENT
This Joinder Agreement (this Joinder Agreement ), dated as of [______ __], by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the Master Issuer ), Sprint Spectrum Co II LLC, a Delaware limited liability company ( Co-Issuer II ), Sprint Spectrum Co III LLC, a Delaware limited liability company ( Co-Issuer III and, together with Co-Issuer II and the Master Issuer, the Existing Issuers ), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee and as securities intermediary (the Trustee ), and [Insert Name of Additional Issuer] (the Additional Issuer ).
WHEREAS, the Existing Issuers and the Trustee are parties to that certain Base Indenture, dated as of October 27, 2016 (as amended, restated, supplemented or otherwise modified from time to time, exclusive of any Series Supplements, the Base Indenture and, together with all Series Supplements, the Indenture ). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto; and
WHEREAS, pursuant to the terms of the Indenture, the Additional Issuer desires to become a party to the Indenture (including all Series Supplements and Notes issued thereunder).
NOW THEREFORE, the Additional Issuer, together with the Existing Issuers hereby agree, jointly and severally with the Trustee as follows:
A. The Additional Issuer hereby acknowledges, agrees and confirms that, as of the date hereof and as if it had executed the Indenture, it shall be and shall have all of the obligations of an Existing Issuer set forth in the Indenture (including all Series Supplements and Notes issued thereunder) and shall be a party of identical capacity and obligations as an Issuer of the Indenture. As of the date hereof, the Additional Issuer hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Indenture, including, without limitation (a) all of the representations and warranties of the Issuers set forth in Article VII of the Indenture, as supplemented from time to time in accordance with the terms thereof, and (b) all of the covenants set forth in Article VIII of the Indenture.
B. Without limiting the generality of the foregoing provision, to secure the Obligations, the Additional Issuer hereby pledges and grants to the Trustee, for the benefit of the Secured Parties, a first priority security interest in all right title and interest of the Additional Issuer in, to and under all existing and after-acquired assets of the Additional Issuer, including all Indenture Collateral, pursuant to the terms and provisions as set forth in Article III of the Indenture.
C. The Existing Issuers confirm that all of their obligations under the Indenture and the other Transaction Documents to which the Existing Issuers are a party are, and upon the Additional Issuer becoming an Issuer thereunder or otherwise party thereto pursuant to the terms hereof and of the other joinder agreements executed in connection herewith, shall continue to be, in full force and effect.
EXHIBIT-J
D. The Existing Issuers and the Additional Issuer further confirm that, as of the date hereof, the term Obligations, as used in the Indenture, shall include all Obligations of the Additional Issuer under the Indenture and each applicable Transaction Document.
E. The Existing Issuers and the Additional Issuer agree that at any time and from time to time, upon the written request of the Trustee, they will execute and deliver such further documents and do such further acts and things as the Trustee or the Back-Up Manager may reasonably request in order to effect the purposes of this Joinder Agreement.
F. This Joinder Agreement shall constitute an Indenture Document for all purposes of the Indenture and other Transaction Documents. This Joinder Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Joinder Agreement by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Joinder Agreement.
G. THIS JOINDER AGREEMENT SHALL BE CONSTRUCTED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
[ Signature page to follow ]
EXHIBIT-J
IN WITNESS WHEREOF, the party hereto has caused this Joinder Agreement to be executed by its respective officers thereunto duly authorized as of the date first above written.
[_______], as Additional Issuer | ||
By | ||
Name: | ||
Title: |
EXHIBIT-J
ACKNOWLEDGED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE:
Sprint Spectrum Co LLC
By | ||
Name: | ||
Title: |
Sprint Spectrum Co II LLC
By | ||
Name: | ||
Title: |
Sprint Spectrum Co III LLC
By | ||
Name: | ||
Title: |
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Trustee and
as Securities Intermediary
By | ||
Name: | ||
Title: |
By | ||
Name: | ||
Title: |
EXHIBIT-J
SCHEDULE 2
EXHIBIT K
FORM OF GCA JOINDER AGREEMENT
This Joinder Agreement (this Joinder Agreement ), dated as of [______ __], by and among Sprint Spectrum PledgeCo LLC, a Delaware limited liability company ( PledgeCo I ), Sprint Spectrum PledgeCo II LLC, a Delaware limited liability company ( PledgeCo II ), Sprint Spectrum PledgeCo III LLC, a Delaware limited liability company ( PledgeCo III and, together with PledgeCo I and PledgeCo II, the PledgeCos ), Sprint Spectrum License Holder LLC, a Delaware limited liability company ( License Holder I ), Sprint Spectrum License Holder II LLC, a Delaware limited liability company ( License Holder II ), Sprint Spectrum License Holder III LLC, a Delaware limited liability company ( License Holder III and, together with License Holder I and License Holder II, the License Holders , and the License Holders together with the PledgeCos, the Existing Guarantors and each, an Existing Guarantor ), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee and as securities intermediary (the Trustee), [Insert Name of Additional PledgeCo] ( Additional PledgeCo ) and [Insert Name of Additional License Holder] ( Additional License Holder and, together with Additional PledgeCo, the Additional Guarantors ).
WHEREAS, the Existing Guarantors and the Trustee are parties to that certain Guarantee and Collateral Agreement, dated as of October 27, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Guarantee and Collateral Agreement ). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Guarantee and Collateral Agreement; and
WHEREAS, pursuant to the terms of the Guarantee and Collateral Agreement, the Additional Guarantors desire to become a party to the Guarantee and Collateral Agreement.
NOW THEREFORE, the Additional Guarantors, together with the Existing Guarantors hereby agree, jointly and severally with the Trustee as follows:
A. Each Additional Guarantor hereby acknowledges, agrees and confirms that, as of the date hereof and as if it had executed the Guarantee and Collateral Agreement, it shall be and shall have all of the obligations of an Existing Guarantor set forth in the Guarantee and Collateral Agreement and shall be a party of identical capacity and obligations as a Guarantor under the Guarantee and Collateral Agreement. As of the date hereof, each Additional Guarantor hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Guarantee and Collateral Agreement, including, without limitation (a) all of the representations and warranties of the Guarantors set forth in Section 4 of the Guarantor and Collateral Agreement, as supplemented from time to time in accordance with the terms thereof, and (b) all of the covenants set forth in Section 5 of the Guarantee and Collateral Agreement.
B. Without limiting the generality of the foregoing provision, to secure the Obligations and the obligations of the Guarantors under the Guarantee and Collateral Agreement, each Additional Guarantor hereby pledges and grants to the Trustee, for the benefit of the Secured Parties, a security interest in all of such Additional Guarantors right, title and interest in, to and under all property of such Additional Guarantor constituting Collateral, in each case, whether now owned by such Additional Guarantor or hereafter acquired and whether now existing or hereafter coming into existence, pursuant to the terms and provisions as set forth in Section 3 of the Guarantee and Collateral Agreement.
EXHIBIT-K
C. The Existing Guarantors confirm that all of their obligations under the Guarantee and Collateral Agreement and the other Transaction Documents to which the Existing Guarantors are a party are, and upon the Additional Guarantors becoming a Guarantor thereunder or otherwise party thereto pursuant to the terms hereof and of the other joinder agreements executed in connection herewith, shall continue to be, in full force and effect.
D. The Additional Guarantors and the Existing Guarantors further confirm that, as of the date hereof, the term Obligations, as used in the Guarantee and Collateral Agreement, shall include all Obligations of each Additional Issuer under the Indenture and each applicable Transaction Document.
E. The Existing Guarantors and the Additional Guarantors agree that at any time and from time to time, upon the written request of the Trustee, they will execute and deliver such further documents and do such further acts and things as the Trustee or the Back-Up Manager may reasonably request in order to effect the purposes of this Joinder Agreement.
F. This Joinder Agreement shall constitute an Indenture Document for all purposes of the Indenture and other Transaction Documents. This Joinder Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Joinder Agreement by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Joinder Agreement.
G. THIS JOINDER AGREEMENT SHALL BE CONSTRUCTED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
[ Signature page to follow ]
EXHIBIT-K
IN WITNESS WHEREOF, the party hereto has caused this Joinder Agreement to be executed by its respective officers thereunto duly authorized as of the date first above written.
[_______], as Additional PledgCo | ||
By | ||
Name: | ||
Title: |
[_______], as Additional License Holder | ||
By | ||
Name: | ||
Title: |
EXHIBIT-K
ACKNOWLEDGED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE:
SPRINT SPECTRUM PLEDGECO LLC | ||
By: | ||
Name: | ||
Title: |
SPRINT SPECTRUM PLEDGECO II LLC | ||
By: | ||
Name: | ||
Title: |
SPRINT SPECTRUM PLEDGECO III LLC | ||
By: | ||
Name: | ||
Title: |
SPRINT SPECTRUM LICENSE HOLDER LLC | ||
By: | ||
Name: | ||
Title: |
SPRINT SPECTRUM LICENSE HOLDER II LLC | ||
By: | ||
Name: | ||
Title: |
SPRINT SPECTRUM LICENSE HOLDER III LLC | ||
By: | ||
Name: | ||
Title: |
EXHIBIT-K
Deutsche Bank Trust Company Americas,
Not in its individual capacity but solely as Trustee and
as Securities Intermediary
By | ||
Name: | ||
Title: |
By | ||
Name: | ||
Title: |
EXHIBIT-K
Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT
FIRST AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT, dated as of March 12, 2018 (this Amendment Agreement ), to the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016 (the Lease Agreement ), by and among Sprint Spectrum License Holder LLC ( License Holder I ), Sprint Spectrum License Holder II LLC ( License Holder II ), Sprint Spectrum License Holder III LLC ( License Holder III and, together with License Holder I and License Holder II, Lessors and each, a Lessor ), Sprint Communications, Inc. ( Lessee ), Sprint Intermediate HoldCo LLC ( Intermediate HoldCo I ), Sprint Intermediate HoldCo II LLC ( Intermediate HoldCo II ) and Sprint Intermediate HoldCo III LLC ( Intermediate HoldCo III and, together with Intermediate HoldCo I and Intermediate HoldCo II, Intermediate HoldCos and each, an Intermediate HoldCo ), Sprint Corporation, a Delaware corporation, and the entities named on the signature pages thereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with the Lease Agreement (the Subsidiary Guarantors and, together with Sprint Corporation, the Guarantors and, collectively with Lessee, the Obligors ). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Lease Agreement.
WHEREAS, pursuant to Section 15(c) of the Lease Agreement the parties hereto (being all the parties to the Lease Agreement on the date hereof) desire to amend the Lease Agreement to reflect the future addition of Spectrum (as defined herein), the joining of Additional Parties (as defined herein) to the Lease Agreement in connection therewith, and related increases in Lease Payments.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree to the following:
1.
Amendment to the Introductory Paragraph
. The introductory paragraph to the Lease
Agreement shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
This Intra-Company Spectrum Lease Agreement (as amended, supplemented or otherwise modified from time to time, this
Lease Agreement
) is entered into as of October 27, 2016, by and among Sprint Spectrum License Holder LLC (
License Holder I
), Sprint Spectrum License Holder II LLC (
License Holder II
),
Sprint Spectrum License Holder III LLC (
License Holder
III
), each Additional Lessor from time to time party hereto (
and,
together with License Holder I
and
,
License
Holder II
and License Holder III
,
Lessors
and each, a
Lessor
), Sprint Communications, Inc. (
Lessee
), Sprint Intermediate HoldCo LLC (
Intermediate HoldCo I
),
Sprint Intermediate HoldCo II LLC (
Intermediate HoldCo II
)
,
and
Sprint Intermediate HoldCo III LLC (
Intermediate HoldCo III
), each Additional Intermediate Holdco from time to
time party hereto (
and,
together with Intermediate HoldCo I
and
,
Intermediate HoldCo II
,
and Intermediate HoldCo III,
Intermediate HoldCos
and each, an
Intermediate HoldCo
), Sprint Corporation, a Delaware corporation, and the entities named on the signature pages hereto as Subsidiary Guarantors and from
time to time becoming a guarantor in accordance with this Lease Agreement (the
Subsidiary Guarantors
and, together with Sprint Corporation, the
Guarantors
and, collectively with Lessee, the
Obligors
). Lessors, Lessee, Intermediate HoldCos and the Guarantors are referred to collectively as the
Parties
and individually as a
Party
.
2. Amendments to Recitals . The first paragraph of the recitals of the Lease Agreement is hereby deleted in its entirety and replaced with the following:
WHEREAS, each Lessor directly holds spectrum licenses issued by the Federal Communications Commission (the FCC) and one or more Lessors also lease spectrum from third-party lessors holding licenses issued by the FCC (such directly held FCC spectrum licenses and rights under lease agreements in respect of FCC spectrum licenses held by third-party lessors, Spectrum), in each case as identified with respect to each Lessor on Exhibit A (as updated from time to time to reflect additional Spectrum and Additional Lessors, the Spectrum Portfolio), which Spectrum Portfolio shall include (i) the Broadband Radio Service spectrum licenses licensed to Lessors and set forth on Exhibit A hereto, any additional Spectrum designated as Directly-Held Licenses on Exhibit A hereto, and any licenses received in exchange therefor from time to time, in each case as renewed from time to time (all such licenses described in this clause (i), the Directly-Held Licenses) and (ii) rights under third party lease agreements (the Third-Party Lease Agreements) relating to the FCC Educational Broadband Service spectrum licenses leased to Lessors and FCC Broadband Radio Service spectrum licenses leased to Lessors and set forth on Exhibit A hereto and any other additional Spectrum designated as a Third-Party Leased License on Exhibit A hereto (collectively, the Third-Party Leased Licenses and, together with the Directly-Held Licenses, the Licenses), in each case above in clause (i) and (ii) as Exhibit A may be updated from time to time in pursuant to this Lease Agreement;
3.
Amendment to Section
1(b) of the Lease Agreement
. The proviso to clause (xvi) of Section 1(b) shall be
amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
provided
that (i) in each case, the obligations of Lessee and the other Obligors shall remain unchanged and the applicable sublease
agreement shall provide that (unless otherwise expressly consented to by Lessors) the applicable sublessee shall have no rights or remedies against Lessors and (ii) in the case of subleases to third parties unaffiliated with Lessee (1) the
applicable sublease agreement shall (among other things, including customary nondisturbance provisions) (x) provide that the relevant third party shall comply in all material respects with all applicable laws and (y) not contain any
restrictions on the sale, assignment or transfer of the related Spectrum Usage Rights by Lessors, (2) after giving effect to each such sublease, the aggregate amount of unique pops subleased to unaffiliated third parties shall not exceed 10% of
the aggregate amount of unique MHz-pops covered by the Spectrum Portfolio
(measured as of the date such Licenses are initially leased hereunder)
as of the date hereof
, (3) the portion of the spectrum so subleased
shall not include any spectrum then currently being leased by Lessee or any of its Affiliates from an unaffiliated third party in the New York, Los Angeles, Las Vegas or San Francisco market, (4) such subleases shall only relate to the
Directly-Held Licenses, (5) such subleases shall be determined and consummated in the ordinary course of business of Lessee and (6) such subleases shall be approved by the FCC, to the extent applicable, and otherwise consummated in
compliance with the applicable Communications Laws.
4.
Amendment to Section
1(c) of the Lease Agreement
.
Section 1(c) shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(c)
Third-Party Lease Agreements
. Lessees utilization of the spectrum encompassed by the Third- Party Leased Licenses shall at all
times comply in all material respects with the Third-Party Lease Agreements and the Communications Laws. Lessee agrees to cooperate with and aid
each applicable Lessor
License Holder I
in performing
such
Lessors
License Holder I
s obligations under the
relevant
Third-Party Lease Agreements and with respect to any and all actions that may be necessary or desirable for
such Lessor
License Holder I
to take under the
relevant
Third-Party Lease Agreements. Lessee acknowledges that the lessors under the
2
Third-Party Lease Agreements (the Third-Party Lease Counterparties ) may have rights to review, supervise and control the use of the Third-Party Leased Licenses, and agrees to take such actions as are necessary or desirable to allow the Third-Party Lease Counterparties to exercise such rights.
5.
Amendment to Section
3 of the Lease Agreement
.
Section 3(b)(i) shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(i) maintain the
Directly-Held Licenses and Third-Party Lease Agreements in full force and effect (other than in connection with (x) the circumstance in which a
BRS
2.5 GHz
Directly-Held License issued for a Protected
Service Area is terminated
in the ordinary course
or is otherwise no longer in full force and effect and, at the time of such termination or ceasing to be in full force and effect, there exists a corresponding BTA Directly-Held
License that is in full force and effect and that provides the applicable Lessor with at least as much ability to serve the affected geographic Protected Service Area (considering the bandwidth available, the radio frequencies involved, and the
power levels authorized) as Lessors had immediately prior to such termination or cessation (an
Existing Coverage Consolidation
) or (y) permitted exchanges with a third party in respect of one or more of the
1.9
GHz
FCC licenses held by such third party and one or more
1.9 GHz
Directly-Held Licenses held by Lessors (a
1.9
Swap), timely pay (or, in the case of the Third-Party Leased Licenses, use their
commercially reasonable efforts to cause to be paid) all FCC fees associated with the Licenses, timely pay all obligations under the Third-Party Lease Agreements, file (or, in the case of the Third-Party Leased Licenses, use their commercially
reasonable efforts to assist the filing of) each application for renewal of any License with the FCC sufficiently in advance to ensure that the Licenses remain in full force and effect (other than in connection with any Existing Coverage
Consolidation) at all times, comply with all terms and conditions of the Directly-Held Licenses and the Third-Party Lease Agreements binding on Lessors and exercise and enforce their rights and perform their obligations under the Third-Party Lease
Agreements in accordance with standards at least equal to the performance and quality control standards followed by Lessee and its subsidiaries on the date hereof in connection with the Third-Party Lease Agreements, in a commercially reasonable
manner, and, to the extent of changed circumstances, practices and technologies, in accordance with standards at least equal to the performance and quality control standards that Lessee and its subsidiaries follow in connection with any other
third-party lease agreements in respect of FCC spectrum licenses not comprising the Third-Party Leased Licenses;
6.
Amendment to
Section
8 of the Lease Agreement
.
Section 8(a) shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(a)
Lease Agreement Payment
. Not later than on the 10th day of each month or, if such day is not a business day, the
immediately preceding business day (each, a
Spectrum Lease Payment Date
) through and including the Spectrum Lease Payment Date that occurs in the month in which the thirtieth anniversary of the date hereof occurs (the
Final Spectrum Lease Payment Date
), the Lessee shall make a lease payment in an aggregate amount that is market-based relative to the
respective
Spectrum Usage Rights as of the date
hereof
such
Spectrum Usage Rights were initially leased hereunder,
and equal to
$165,000,000
the Aggregate Lease Payment Amount set forth on and defined in Exhibit D hereto
, provided that solely in the event of a
termination pursuant to Section 12(a) (after giving effect to the cure period therein), such monthly amount shall on each Spectrum Lease Payment Date after the occurrence of such termination be multiplied by a fraction
(x)
(i)
the numerator of which is
an amount equal to
the aggregate MHz-pops of the Licenses
(measured as of the date such Licenses are initially leased
3
hereunder)
on the date hereof
minus
(ii)
the aggregate MHz-pops associated with the Affected Licenses
(measured as of the date such
Licenses are initially leased hereunder)
as of the date hereof
and (y) the denominator of which is the aggregate MHz-pops of the Licenses
(measured as of the date such Licenses are initially leased
hereunder)
on the date hereof
. This Section 8(a) shall survive termination of this Lease Agreement. Such monthly
lease payment
Aggregate Lease Payment Amount
represents an aggregate of the
individual monthly lease payments to be made in respect of the Spectrum Usage Rights leased, respectively, by
the three
Lessors,
which individual monthly lease payments and the respective percentages of the aggregate monthly
lease payment with respect to each Lessor are as follows:
(the Individual Lease Payment Amounts). The Aggregate Lease Payment Amount, as well as the Individual Lease Payment Amounts, shall be set forth on Exhibit D hereto
(the Lease Payment Schedule). At the time of the addition of Spectrum, the Lease Payment Schedule shall be amended to increase the Aggregate Lease Payment Amount and, if applicable, one or more Individual Lease Payment Amounts and to
reflect the joinder of any Additional Lessors, in each case, as of the effective date of such amendment set forth as the Measurement Date in such amended Lease Payment Schedule.
|
Lease Payment |
Aggregate Lease Payment |
||||||
|
|
|
|
|
% | |||
|
|
|
|
|
% | |||
|
|
|
|
|
% |
7.
Amendment to Section
13, Remedies
. Section 13(a) of the Lease Agreement
shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
For illustrative purposes, the results of the PV calculation in the foregoing clause (X)(ii)
are set forth on the Lease Payment Schedule
hereto (the PV Calculations). At the time of the addition of Spectrum, the Lease Payment Schedule shall be amended as of the Measurement Date to increase the PV Calculations to reflect the related increase in the Aggregate Lease Payment
Amount.
assuming the Termination Payment Date occurs on the following days, in each case measured from the date of termination of this Lease Agreement, are:
PV if Termination Payment Date occurs at day 360 (year 1):
$18,670,922,557.55
PV if Termination Payment Date occurs at day
1,080 (year 3): $18,424,414,060.81
PV if Termination Payment Date
occurs at day 3,600 (year 10): $17,053,649,524.53
PV if
Termination Payment Date occurs at day 9,000 (year 25): $7,716,635,331,40
8.
Amendment to
Section
14(j)(B)
. Section 14(j)(B) of the Lease Agreement shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(B) If Lessee o r any Guarantor under this Lease Agreement grants any Liens to secure the obligations under any Existing Credit Agreement or any Replacement Credit Agreement, such Person shall, within 10 days of such grant execute and deliver such documents as are necessary and are reasonably requested by Lessors or the trustee or control party such that the obligations under this Lease Agreement shall be equally and ratably secured to the same extent by the same collateral securing such Existing Credit Agreement or such Replacement Credit Agreement, as
4
the case may be, provided that the aggregate amount of the obligations under this Lease Agreement
and any payment and performance undertaking entered into by Lessee in connection herewith
that are to be secured by such collateral shall be limited, automatically and without further action by any Person, to an aggregate amount not to exceed at any time $3,500,000,000
;
provided further
that the obligations under this Lease Agreement and any payment and performance undertaking entered into by Lessee in connection herewith that are to be secured by such collateral may be increased by
any amount
effectively designated by Lessee as First Priority Additional Sale/Leaseback Obligations under the Collateral Trust And Intercreditor Agreement, dated as of February
3, 2017 (as amended, supplemented or
otherwise modified from time to time), among Sprint Corporation, Lessee, the grantors party thereto, JPMorgan Chase Bank, N.A., as first priority agent, each other representative of the various secured parties described therein and Deutsche Bank
Trust Company Americas, as the collateral trustee
. Subject to compliance with the foregoing sentence, if any collateral securing the obligations under the Existing Credit Agreements or any Replacement Credit Agreement is released or the Lien
thereon is otherwise terminated,
but
unless such Lien is securing any other Existing Credit Agreement or Replacement Credit Agreement, such Lien securing this Lease Agreement shall automatically be released to the same extent, and
Lessors and the trustee shall be authorized to and shall promptly execute and deliver any documents requested by Lessee or the relevant Guarantor to evidence such termination
, provided that no such release shall be effective unless the
trustee and control party under any Lessor Financing shall have received notice thereof from Lessee at least 30 days prior to the effectiveness of such release
.
The Lessee shall provide written notice of any such release
to the trustee and control party under any Lessor Financing within two Business Days of the effectiveness of such release.
9.
Amendment to Section
15(s)
. Section 15(s) of the Lease Agreement shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(s)
Manager
. Sprint Spectrum, L.P. (or an Affiliate thereof) (the
Initial Manager
and, together with its permitted successors and assigns and any
sub-managers
in such capacity, the
Manager
) will act as the manager of Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC
and
,
Sprint Spectrum PledgeCo III LLC
and each additional party
that becomes a
PledgeCo
under the Management Agreement (as defined below) following the date hereof
(
PledgeCos
), the direct parent company, respectively, of Sprint
Spectrum Co LLC, Sprint Spectrum Co II LLC
and
,
Sprint Spectrum Co III LLC
and
each additional party that becomes an
Issuer
under
the Management Agreement (as defined below) following the date hereof
(the
Issuers
and, together with PledgeCos and Lessors, the
Securitization Entities
), the Issuers and Lessors, and in such capacity
will perform certain administrative and managerial functions (including maintaining the Directly-Held Licenses, the Third-Party Lease Agreements and, to the extent applicable, the Third-Party Leased Licenses in full force and effect) pursuant to a
management agreement dated on or about the date hereof (as amended, supplemented or otherwise modified from time to time, the
Management Agreement
). Pursuant to and in accordance with the Management Agreement, the Manager agrees
to perform administrative and managerial functions on behalf of the Securitization Entities necessary to permit the Securitization Entities to perform their obligations and exercise their rights under this Lease Agreement, the Licenses and the
Third-Party Lease Agreements in accordance with the terms of this Lease Agreement, and the Obligors hereby acknowledge and consent to the Managers appointment and the Managers exercise of any right or performance of any obligation of
Lessors or any other Securitization Entity under this Lease Agreement, as well as any Secured Party (or designee thereof) acting as
back-up
manager to exercise any such right or perform any such
obligation pursuant to any Lessor Financing.
5
10. Amendment to Section 15 . A new Section 15(x) shall be added to the Lease Agreement as follows:
(x) Additional Entities . Any entity that desires to join this Lease Agreement as a Lessor (each, an Additional Lessor ) or an Intermediate Holdco (each, an Additional Intermediate HoldCo and, together with any Additional Lessor, each an Additional Party ) shall execute a joinder to this Lease Agreement in the form set forth as Exhibit E hereto. Promptly upon the execution of any Joinder, the Lease Payment Schedule (including the PV Calculations therein, if applicable) shall be amended accordingly, as provided in Section 8 and Section 13 hereof.
11.
Amendment to Section
15(y)
.
Section 15(y) of the Lease Agreement shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(y)
Call Signs and License Information
. Lessee and Lessors hereby agree that they will work in good faith to update
Exhibit A attached hereto
solely
in order to accurately reflect any changes in the call sign and other license information arising from customary FCC process and administrative requirements after the date hereof
and, in
connection with any additional Spectrum leased hereunder or any Additional Lessor joined hereto, to reflect, as applicable, such additional Spectrum and Additional Lessor
, which updates (i) shall not require the consent of any other
Person and (ii) shall be notified to the trustee, and any control party, in respect of any Lessor Financing, pursuant to a certificate of an authorized Person of the Manager containing applicable information in respect thereof from
the FCC (if any).
12. Amendment to Section 15 . A new Section 15(z) shall be added to the Lease Agreement as follows:
(z) Future Exhibit Amendments . Midland Loan Services, a division of PNC Bank National Association, as Control Party (as defined in the base indenture, dated as of October 27, 2016, by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee and securities intermediary, as such agreement may be amended, supplemented or otherwise modified from time to time) consents to future amendments to Exhibit A and Exhibit D attached hereto pursuant to Sections 8, 13 and 15 of this Lease Agreement and Section 2.2(b)(ix) of the base indenture referenced in this Section 15(z).
12. Additional Exhibits . Exhibit A to the Lease Agreement shall be updated as set forth in Schedule I hereto. Schedule II hereto shall be added as a new Exhibit D to the Lease Agreement. Schedule III hereto shall be added as a new Exhibit E to the Lease Agreement.
13. No Further Amendment . Except as expressly modified by this Amendment Agreement, the Lease Agreement shall remain unmodified and in full force and effect. The parties hereto hereby ratify their respective obligations under the Lease Agreement. This Amendment Agreement may be used to create a conformed amended and restated Lease Agreement for the convenience of administration by the parties hereto.
14. Counterparts . This Amendment Agreement may be executed in any number of counterparts, each of which will be an original, with the same effect as if the signatures on each counterpart were upon the same instrument.
6
15. Conflict . To the extent there is a conflict between the terms and provisions of this Amendment Agreement and the Lease Agreement, the terms and provisions of this Amendment Agreement will govern.
16. No Recourse . Each Obligor shall not exercise any legal remedies against the Securitization Entities with respect to this Amendment Agreement, including for breach of covenants, representations, warranties, agreements, undertakings and any other obligations under this Amendment Agreement, until October 28, 2046. Notwithstanding anything to the contrary in this Amendment Agreement, this Section 15 (i) does not apply to claims or suits against third parties ( Applicable Third-Parties ) acting for or on behalf of Lessors and including, in any event, third-party beneficiaries hereof exercising the rights of Lessors, and does not prohibit any Obligor from bringing any counterclaim, exercising any rights or taking any other action in connection with a claim made or action brought by or on behalf of Lessors (or by any Applicable Third-Party) against it or from exercising equitable remedies against Lessors and (ii) shall restrict the Obligors from taking action only against the Securitization Entities. This Section 15 shall survive termination of the Lease Agreement.
17. No Petition . Each Obligor agrees that, prior to the date that is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all outstanding obligations to pay interest, principal and any other amounts due at maturity or earlier redemption in full in respect of any Lessor Financing, it shall not initiate against, or join any Person in initiating against, the Securitization Entities, in connection with this Lease Agreement, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any applicable federal or state bankruptcy or similar law (collectively, an Insolvency Proceeding ). Notwithstanding anything to the contrary in this Amendment Agreement, this Section 16 (i) does not prohibit or limit the Obligors from proving any claim, exercising any rights or taking any other action in connection with any Insolvency Proceeding initiated by or against the Securitization Entities not in breach of this Section 16 and (ii) shall restrict the Obligors from taking action only against the Securitization Entities. This Section 16 shall survive the termination of the Lease Agreement.
18. Transaction Document . This Amendment Agreement shall constitute a Transaction Document (or term of like import) for all purposes under any Lessor Financing.
[ Signatures set forth on the following page ]
7
IN WITNESS WHEREOF , the Parties have caused this Amendment Agreement to be executed by their duly authorized officers as of the date first written above.
SPRINT SPECTRUM LICENSE HOLDER LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
SPRINT SPECTRUM LICENSE HOLDER II LLC |
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
SPRINT SPECTRUM LICENSE HOLDER III LLC |
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
SPRINT COMMUNICATIONS, INC. | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
SPRINT INTERMEDIATE HOLDCO LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
SPRINT INTERMEDIATE HOLDCO II LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
SPRINT INTERMEDIATE HOLDCO III LLC | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
GUARANTORS: | ||
SPRINT CORPORATION | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer | ||
EACH OF THE GUARANTORS LISTED ON ANNEX I ATTACHED HERETO | ||
By: | /s/ Janet M. Duncan | |
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
CONSENT OF CONTROL PARTY AND BACK-UP MANAGER:
Midland Loan Services, a division of PNC Bank, National Association, as Control Party and as Back-Up Manager, hereby consents to the execution and delivery by the Securitization Entities, the Manager and the Trustee of the foregoing Amendment.
MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
By: | /s/ Gregory L. McFarland | |
Name: | Gregory L. McFarland | |
Title: | Senior Vice President, Servicing Officer |
Sprint Spectrum Co LLC First Amendment to Spectrum Lease
Annex I |
Alda Wireless Holdings, LLC |
American Telecasting Development, LLC |
American Telecasting of Anchorage, LLC |
American Telecasting of Bend, LLC |
American Telecasting of Columbus, LLC |
American Telecasting of Denver, LLC |
American Telecasting of Fort Myers, LLC |
American Telecasting of Ft. Collins, LLC |
American Telecasting of Green Bay, LLC |
American Telecasting of Lansing, LLC |
American Telecasting of Lincoln, LLC |
American Telecasting of Little Rock, LLC |
American Telecasting of Louisville, LLC |
American Telecasting of Medford, LLC |
American Telecasting of Michiana, LLC |
American Telecasting of Monterey, LLC |
American Telecasting of Redding, LLC |
American Telecasting of Santa Barbara, LLC |
American Telecasting of Seattle, LLC |
American Telecasting of Sheridan, LLC |
American Telecasting of Yuba City, LLC |
APC Realty and Equipment Company, LLC |
Assurance Wireless of South Carolina, LLC |
ATI Sub, LLC |
ATL MDS, LLC |
Bluebottle USA Holdings, LLC |
Bluebottle USA Investments L.P. |
Boost Worldwide, LLC |
Broadcast Cable, LLC |
Caroline Ventures, Inc. |
Clear Wireless LLC |
Clearwire Communications LLC |
Clearwire Corporation |
Clearwire Hawaii Partners Spectrum, LLC |
Clearwire IP Holdings LLC |
Clearwire Legacy LLC |
Clearwire Spectrum Holdings II LLC |
Clearwire Spectrum Holdings III LLC |
Clearwire Spectrum Holdings LLC |
Clearwire XOHM LLC |
Fixed Wireless Holdings, LLC |
Fresno MMDS Associates, LLC |
Independent Wireless One Leased Realty Corporation |
Kennewick Licensing, LLC |
MinorCo, LLC |
Nextel Communications of the Mid-Atlantic, Inc. |
Nextel of California, Inc. |
Nextel of New York, Inc. |
Nextel of Texas, Inc. |
Nextel Partners Equipment LLC |
Nextel Retail Stores, LLC |
Nextel South Corp. |
Nextel Systems LLC |
Nextel West Corp. |
NPCR, Inc. |
NSAC, LLC |
OneLouder Apps, Inc. |
PCTV Gold II, LLC |
PCTV Sub, LLC |
Peoples Choice TV Corp. |
Peoples Choice TV of Houston, LLC |
Peoples Choice TV of St. Louis, LLC |
Pinsight Media+, Inc. |
SIHI New Zealand Holdco, Inc. |
Schedule I
Exhibit A
Exhibit A I |
Directly-Held Licenses | |
Exhibit A II |
Third-Party Lease Agreements | |
Exhibit A III |
Third-Party Leased Licenses | |
Exhibit A IV |
Additional Spectrum | |
a) Directly-Held Licenses | ||
b) Third-Party Lease Agreements | ||
c) Third-Party Leased Licenses |
A-1
Exhibit A - I
DIRECTLY-HELD LICENSES
Call Sign | Lessor | Contributed Channels | ||
WQYL828 | Sprint Spectrum License Holder LLC | BRS1,BRS2,E1,E2,E3 | ||
WMH668 | Sprint Spectrum License Holder LLC | BRS2 | ||
WLK242 | Sprint Spectrum License Holder LLC | BRS2 | ||
WQYK861 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL629 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL292 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL293 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK900 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK901 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL645 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK882 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL654 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL655 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL660 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL662 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK920 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL664 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK921 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL674 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL304 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK944 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK902 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL688 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK863 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL693 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL697 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL309 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL726 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL727 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL735 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL741 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK987 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK955 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL318 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL774 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK990 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL780 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL320 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL792 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK957 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL799 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL800 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL807 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL813 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK894 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL820 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL822 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL823 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK927 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL840 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL335 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYK879 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYL202 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 | ||
WQYQ508 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 (See list of coordinates partitioning BTA029 - Baltimore, MD on Exhibit A - I(a) | ||
WQYQ511 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 (See list of coordinates partitioning BTA404 - San Francisco-Oakland-San Jose on Exhibit A - I(c)) | ||
WQYQ510 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 (See list of coordinates partitioning BTA440 - Tampa-St. Petersburg-Clearwate on Exhibit A - I(e)) | ||
WQYQ509 | Sprint Spectrum License Holder LLC | BRS2,E1,E2,E3 (See list of coordinates partitioning BTA461 - Washington, DC on Exhibit A - I(g) | ||
WQYK899 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL858 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL339 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYK860 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL854 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL856 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL859 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL860 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYK915 | Sprint Spectrum License Holder LLC | E1,E2,E3 | ||
WQYL796 | Sprint Spectrum License Holder LLC | E1,E2,E3,F1 | ||
WQYL349 | Sprint Spectrum License Holder LLC | E3 | ||
WQYL340 | Sprint Spectrum License Holder LLC | E3 | ||
WQYK940 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL677 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYK946 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL205 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL730 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL343 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL773 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL331 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL831 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL832 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYL200 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYK914 | Sprint Spectrum License Holder LLC | E3,F1,F2,F3 | ||
WQYK880 | Sprint Spectrum License Holder LLC | F1,F2,F3 | ||
WQYL337 | Sprint Spectrum License Holder LLC | F1,F2,F3 | ||
WQYK933 | Sprint Spectrum License Holder LLC | F1,F2,F3 | ||
WQYK929 | Sprint Spectrum License Holder LLC | F1,F2,F3 | ||
WQYL676 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK924 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK898 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYL718 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYL760 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK911 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 |
Call Sign | Lessor | Contributed Channels | ||
WQYL775 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK872 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYL798 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK964 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYL829 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK974 | Sprint Spectrum License Holder LLC | F1,F2,F3,H1 | ||
WQYK897 | Sprint Spectrum License Holder LLC | F2,F3,H1,H2 | ||
WQYK975 | Sprint Spectrum License Holder LLC | F3 | ||
WQYQ508 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL769 | Sprint Spectrum License Holder LLC | F3 | ||
WQYQ511 | Sprint Spectrum License Holder LLC | F3 | ||
WQYQ510 | Sprint Spectrum License Holder LLC | F3 | ||
WQYQ509 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL855 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL857 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL336 | Sprint Spectrum License Holder LLC | F3 | ||
WQYK930 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL862 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL864 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL341 | Sprint Spectrum License Holder LLC | F3 | ||
WQYK884 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL203 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL348 | Sprint Spectrum License Holder LLC | F3 | ||
WQYK916 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL861 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL342 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL863 | Sprint Spectrum License Holder LLC | F3 | ||
WQYK928 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL338 | Sprint Spectrum License Holder LLC | F3 | ||
WQYL625 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL626 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK881 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL627 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL628 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK934 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL630 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL631 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK856 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL632 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK932 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL633 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL634 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK935 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK919 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK936 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL635 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL636 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL637 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL294 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL638 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL639 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK937 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK938 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL640 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL295 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL296 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL641 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL642 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL297 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL643 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL644 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK976 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL646 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK905 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL647 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL648 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL298 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK939 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL649 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL650 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL652 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL653 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL299 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK862 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL656 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL657 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL658 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL659 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL661 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK977 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL300 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK941 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL301 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL663 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL665 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL666 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL667 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL668 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL669 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL204 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL670 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK883 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK906 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL671 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL302 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL672 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL673 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK942 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK922 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL675 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL303 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK978 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL678 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL679 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 |
Call Sign | Lessor | Contributed Channels | ||
WQYL744 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL680 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL305 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL681 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK943 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL306 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL682 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK890 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL683 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL684 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL685 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL686 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL687 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK907 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL865 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK923 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL689 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL307 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK864 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK979 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL690 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL691 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK857 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK885 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL692 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK865 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL308 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL694 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL695 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL696 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL698 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL699 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK945 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL700 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL701 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK866 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK858 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL702 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL703 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK947 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL705 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL706 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL707 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK908 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK948 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK917 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL708 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL310 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL709 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK980 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL710 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL711 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL712 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL713 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL311 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK981 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL312 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL313 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL714 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL715 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL716 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL717 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK925 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL719 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK949 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL720 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK950 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL721 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL722 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK982 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK918 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL723 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL724 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK983 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL725 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK892 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL314 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK909 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK984 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK985 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK986 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL728 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL729 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK931 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL315 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK886 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL731 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL732 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK867 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL733 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL734 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL736 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL316 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK951 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL737 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK868 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK887 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL738 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK952 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL739 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK953 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL740 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL742 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL743 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 |
A-2
Call Sign | Lessor | Contributed Channels | ||
WQYL761 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL762 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL763 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL764 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL765 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK869 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL766 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL767 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK870 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK988 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL317 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL768 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK954 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK889 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK910 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL770 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL771 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK871 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL772 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK989 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL776 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL777 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK956 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL778 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK991 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL779 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK903 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL781 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL782 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL783 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL784 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL785 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL786 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL787 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK992 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL319 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL788 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL789 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL790 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL321 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL791 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL322 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK888 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL793 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL794 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK926 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL795 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL797 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL344 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL801 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK993 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL802 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL803 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL804 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL805 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL806 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK958 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL808 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL809 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL345 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL323 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL810 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL324 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL811 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK994 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL812 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL325 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK959 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK895 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK904 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL326 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL327 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL814 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL815 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL816 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK960 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL328 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL329 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK995 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL817 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK912 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL330 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK874 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK996 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL818 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK997 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL819 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK961 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL651 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL346 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK998 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL821 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK875 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 |
Call Sign | Lessor | Contributed Channels | ||
WQYK962 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL347 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK963 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL332 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK965 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL824 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL825 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK876 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK859 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL826 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL827 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK999 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK891 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL830 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK966 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL833 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK967 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL834 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL835 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL836 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL837 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYQ259 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL838 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK968 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL839 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL841 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL842 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL843 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL844 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL845 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL846 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK969 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL201 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK913 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL847 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL333 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK970 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL334 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL848 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK877 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL849 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL850 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK971 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK878 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL851 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL852 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK893 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK972 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYL853 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK896 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WQYK973 | Sprint Spectrum License Holder LLC | F3,H1,H2,H3 | ||
WNTI465 | Sprint Spectrum License Holder LLC | H1 | ||
WNTB460 | Sprint Spectrum License Holder LLC | H1 | ||
WNTJ390 | Sprint Spectrum License Holder LLC | H1 | ||
WNTB422 | Sprint Spectrum License Holder LLC | H1 | ||
WMI332 | Sprint Spectrum License Holder LLC | H1 | ||
WNTF451 | Sprint Spectrum License Holder LLC | H1 | ||
WNTI583 | Sprint Spectrum License Holder LLC | H1 | ||
WNTJ808 | Sprint Spectrum License Holder LLC | H1 | ||
WNTB577 | Sprint Spectrum License Holder LLC | H1 | ||
WMH816 | Sprint Spectrum License Holder LLC | H1 | ||
WNTA435 | Sprint Spectrum License Holder LLC | H1 | ||
WNTA368 | Sprint Spectrum License Holder LLC | H1 | ||
WNTG845 | Sprint Spectrum License Holder LLC | H1 | ||
WNTJ727 | Sprint Spectrum License Holder LLC | H1 | ||
WMX945 | Sprint Spectrum License Holder LLC | H1 | ||
WNTE489 | Sprint Spectrum License Holder LLC | H1 | ||
WNTI337 | Sprint Spectrum License Holder LLC | H1 | ||
WQOH796 | Sprint Spectrum License Holder LLC | H1 | ||
WNTM675 | Sprint Spectrum License Holder LLC | H1,H2 | ||
WQYL704 | Sprint Spectrum License Holder LLC | H1,H2,H3 | ||
WNTJ462 | Sprint Spectrum License Holder LLC | H1,H2,H3 | ||
WNTJ438 | Sprint Spectrum License Holder LLC | H1,H2,H3 | ||
WNTK396 | Sprint Spectrum License Holder LLC | H1,H2,H3 | ||
WQYQ508 | Sprint Spectrum License Holder LLC | H1,H2,H3 (See list of coordinates partitioning BTA029 - Baltimore, MD on Exhibit A - I(b)) | ||
WQYQ511 | Sprint Spectrum License Holder LLC | H1,H2,H3 (See list of coordinates partitioning BTA404 - San Francisco-Oakland-San Jose on Exhibit A - I(d)) | ||
WQYQ510 | Sprint Spectrum License Holder LLC | H1,H2,H3 (See list of coordinates partitioning BTA440 - Tampa-St. Petersburg-Clearwate on Exhibit A - I(f)) | ||
WQYQ509 | Sprint Spectrum License Holder LLC | H1,H2,H3 (See list of coordinates partitioning BTA461 - Washington DC on Exhibit A - I(h)) | ||
WQYK873 | Sprint Spectrum License Holder LLC | H2 | ||
WNTB468 | Sprint Spectrum License Holder LLC | H2 |
Call Sign | Lessor | Contributed Channels | ||
WNEY710 | Sprint Spectrum License Holder LLC | H2 | ||
WNTJ386 | Sprint Spectrum License Holder LLC | H2 | ||
WNEX722 | Sprint Spectrum License Holder LLC | H2 | ||
WMI336 | Sprint Spectrum License Holder LLC | H2 | ||
WMX233 | Sprint Spectrum License Holder LLC | H2 | ||
WMX943 | Sprint Spectrum License Holder LLC | H2 | ||
WMX359 | Sprint Spectrum License Holder LLC | H2 | ||
WNTF247 | Sprint Spectrum License Holder LLC | H2 | ||
WNTJ765 | Sprint Spectrum License Holder LLC | H2 | ||
TB476 | Sprint Spectrum License Holder LLC | H2 | ||
WNTE288 | Sprint Spectrum License Holder LLC | H2 | ||
WNTA436 | Sprint Spectrum License Holder LLC | H2 | ||
WNTA575 | Sprint Spectrum License Holder LLC | H2 | ||
WMX946 | Sprint Spectrum License Holder LLC | H2 | ||
WNTG437 | Sprint Spectrum License Holder LLC | H2 | ||
WNTI260 | Sprint Spectrum License Holder LLC | H2 | ||
WNTD763 | Sprint Spectrum License Holder LLC | H2 | ||
WQOH797 | Sprint Spectrum License Holder LLC | H2 | ||
WNTM819 | Sprint Spectrum License Holder LLC | H2,H3 | ||
WNTB410 | Sprint Spectrum License Holder LLC | H3 | ||
WHJ947 | Sprint Spectrum License Holder LLC | H3 | ||
WNTJ377 | Sprint Spectrum License Holder LLC | H3 | ||
WNTB687 | Sprint Spectrum License Holder LLC | H3 | ||
WMI340 | Sprint Spectrum License Holder LLC | H3 | ||
WMY462 | Sprint Spectrum License Holder LLC | H3 | ||
WMX942 | Sprint Spectrum License Holder LLC | H3 | ||
WNTF306 | Sprint Spectrum License Holder LLC | H3 | ||
WNTI521 | Sprint Spectrum License Holder LLC | H3 | ||
WNTG394 | Sprint Spectrum License Holder LLC | H3 | ||
WNTB224 | Sprint Spectrum License Holder LLC | H3 | ||
WNTE463 | Sprint Spectrum License Holder LLC | H3 | ||
WNTG393 | Sprint Spectrum License Holder LLC | H3 | ||
WNTA478 | Sprint Spectrum License Holder LLC | H3 | ||
WNTH500 | Sprint Spectrum License Holder LLC | H3 | ||
WMX944 | Sprint Spectrum License Holder LLC | H3 | ||
WNTE611 | Sprint Spectrum License Holder LLC | H3 | ||
WNTH970 | Sprint Spectrum License Holder LLC | H3 | ||
WNTD869 | Sprint Spectrum License Holder LLC | H3 | ||
WQOH795 | Sprint Spectrum License Holder LLC | H3 | ||
WQYQ261 | Sprint Spectrum License Holder II LLC | E3 | ||
WQYQ255 | Sprint Spectrum License Holder II LLC | E3,F1,F2,F3 | ||
WQYQ256 | Sprint Spectrum License Holder II LLC | E3,F1,F2,F3 | ||
WQYQ257 | Sprint Spectrum License Holder II LLC | E3,F1,F2,F3 | ||
WQYQ258 | Sprint Spectrum License Holder II LLC | E3,F1,F2,F3 | ||
WQYQ260 | Sprint Spectrum License Holder II LLC | F1,F2,F3 | ||
WQYQ262 | Sprint Spectrum License Holder II LLC | F3 | ||
WMX366 | Sprint Spectrum License Holder II LLC | H1,H2,H3 | ||
KNLH500 | Sprint Spectrum License Holder II LLC | 1865 - 1870 / 1945 - 1950 | ||
WQLH230 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN637 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQCS422 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN638 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN642 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN646 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN647 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN648 | Sprint Spectrum License Holder II LLC | 1905 - 1910 / 1985 - 1990 | ||
WQYQ254 | Sprint Spectrum License Holder III LLC | F3 | ||
WQYL206 | Sprint Spectrum License Holder III LLC | 1850 - 1855 / 1930 - 1935 | ||
WQYL213 | Sprint Spectrum License Holder III LLC | 1850 - 1855 / 1930 - 1935 | ||
WQYL220 | Sprint Spectrum License Holder III LLC | 1850 - 1855 / 1930 - 1935 | ||
WQYL215 | Sprint Spectrum License Holder III LLC | 1850 - 1855 / 1930 - 1935 | ||
WQYL212 | Sprint Spectrum License Holder III LLC | 1850 - 1855 / 1930 - 1935 | ||
WQYL219 | Sprint Spectrum License Holder III LLC | 1850 - 1855 / 1930 - 1935 | ||
WPVC985 | Sprint Spectrum License Holder III LLC | 1860 - 1865 / 1940 - 1945 | ||
WPVC984 | Sprint Spectrum License Holder III LLC | 1860 - 1865 / 1940 - 1945 | ||
WQYL210 | Sprint Spectrum License Holder III LLC | 1870 - 1875 / 1950 - 1955 | ||
WQYL218 | Sprint Spectrum License Holder III LLC | 1870 - 1875 / 1950 - 1955 | ||
WQYL207 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQYL211 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQYL209 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQYL221 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQYL217 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQYL214 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQYL222 | Sprint Spectrum License Holder III LLC | 1880 - 1885 / 1960 - 1965 | ||
WQCX680 | Sprint Spectrum License Holder III LLC | 1895 - 1900 / 1975 - 1980 | ||
WQZQ344 | Sprint Spectrum License Holder III LLC | 1895 - 1900 / 1975 - 1980 | ||
WQNE332 | Sprint Spectrum License Holder III LLC | 1900 - 1902.5 / 1980 - 1982.5 | ||
WQEM957 | Sprint Spectrum License Holder III LLC | 1900 - 1905 / 1980 - 1985 | ||
WQKP246 | Sprint Spectrum License Holder III LLC | 1902.5 - 1905 / 1982.5 - 1985 | ||
WQYL223 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQYL224 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDE351 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQYL208 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDE353 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQYH792 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQXY322 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 | ||
WQDN650 | Sprint Spectrum License Holder III LLC | 1905 - 1910 / 1985 - 1990 |
A-3
Exhibit A - I(a)
Partition Coordinates
Call Sign WQYQ508; BTA029 Baltimore, MD; Channels BRS2, E1, E2, E3
A-4
A-5
A-6
Exhibit A - I(b)
Partition Coordinates
Call Sign WQYQ508; BTA BTA029 - Baltimore, MD; Channels H1, H2, H3
A-7
A-8
A-9
A-10
A-11
Exhibit A - I(c)
Partition Coordinates
Call Sign WQYQ511; BTA BTA404 - San Francisco-Oakland-San Jose; Channels BRS2, E1, E2, E3
A-12
A-13
A-14
A-15
A-16
Exhibit A - I(d)
Partition Coordinates
Call Sign WQYQ511; BTA BTA404 - San Francisco-Oakland-San Jose; Channels H1, H2, H3
A-17
A-18
A-19
A-20
A-21
A-22
A-23
A-24
A-25
A-26
A-27
A-28
A-29
A-30
A-31
A-32
A-33
Exhibit A - I(e)
Partition Coordinates
Call Sign WQYQ510; BTA BTA440 - Tampa-St. Petersburg-Clearwate; Channels BRS2, E1, E2, E3
A-34
A-35
A-36
Exhibit A - I(f)
Partition Coordinates
Call Sign WQYQ510; BTA BTA440 - Tampa-St. Petersburg-Clearwate; Channels H1, H2, H3
A-37
A-38
A-39
A-40
A-41
A-42
A-43
A-44
A-45
A-46
A-47
A-48
Exhibit A - I(g)
Partition Coordinates
Call Sign WQYQ509; BTA BTA461 - Washington, DC; Channels BRS2, E1, E2, E3
A-49
A-50
A-51
Exhibit A - I(h)
Partition Coordinates
Call Sign WQYQ509; BTA BTA461 - Washington, DC; Channels H1, H2, H3
A-52
A-53
A-54
A-55
A-56
A-57
A-58
A-59
A-60
A-61
A-62
A-63
A-64
EXHIBIT A - II
Third-Party Lease Agreements
Anaheim Elementary School District ( Licensee ) pursuant to the Educational Broadband Service Long- Term De Facto Transfer Lease Agreement dated as of November 14, 2006, by and between Licensee and NSAC LLC
California State University, Northridge ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WHG229 / Los Angeles (Mt. Wilson) CA)
California State University, Northridge ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WHG228 / Santa Paula, CA)
California State University, Northridge ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WHR502 / Palmdale, CA)
California State University, Northridge ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WLX974 / Ridgecrest, CA)
DeSales Media Group, Inc. ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Transfer Lease Agreement dated as of December 6, 2010, by and between Licensee and Clearwire Spectrum Holdings III LLC
The Board of Trustees of the Leland Stanford Junior University ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Transfer Lease Agreement dated as of March 1, 2010, by and between Licensee and Clearwire Spectrum Holdings II, LLC
Florida Polytechnic University Board of Trustees ( Licensee ) pursuant to the Educational Broadband Service Long-Term De Facto Transfer Lease Agreement dated as of September, 10, 2008, by and between Licensee and NSAC LLC
John Mester Family Income Trust ( Licensee ) pursuant to the Long-Term De Facto BRS Spectrum Lease Agreement dated as of September 22, 2005, by and between Licensee and Fixed Wireless Holdings, LLC
Regents of the University of New Mexico and the Board of Education of the City of Albuquerque, New Mexico ( Licensee ) pursuant to the Long-Term De Facto Transfer Lease Agreement dated as of October 17, 2006, by and between Licensee and Peoples Choice TV of Albuquerque, Inc.
Clark County School District in Las Vegas, Nevada ( Licensee ) pursuant to that Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated as of February 1, 2008, by and between Licensee and NSAC LLC
A-65
EXHIBIT A - III
Third-Party Leased Licenses
Call Sign |
Thirt-Party Lease Counterparty |
Lessor |
Date
|
FCC Lease ID |
Lease Expiration |
|||||
KVP26 | Anaheim Elementary School District | Sprint Spectrum License Holder LLC | 7/25/2016 | L000020418 | 9/12/2025 | |||||
WHR943 | Florida Polytechnic University | Sprint Spectrum License Holder LLC | 7/25/2016 | L000020419 | 1/15/2022 | |||||
WNTA868 | John Mester Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020420 | 5/1/2021 | |||||
WMX215 | John Mester Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020421 | 5/1/2021 | |||||
WLK217 | John Mester Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020422 | 5/1/2021 | |||||
WQCV325 | John Mester Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020423 | 6/2/2025 | |||||
WQCV327 | John Mester Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020424 | 6/2/2025 | |||||
WHR672 | Regents of the University Of New Mexico and the Board Of Education of the City of Albuquerque, New Mexico (KNME) | Sprint Spectrum License Holder LLC | 7/25/2016 | L000020425 | 11/4/2026 | |||||
WHR551 | Regents of the University Of New Mexico and the Board Of Education of the City of Albuquerque, New Mexico (KNME) | Sprint Spectrum License Holder LLC | 7/25/2016 | L000020426 | 11/4/2026 | |||||
WHG229 | California State University Northridge | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020427 | 2/22/2020 | |||||
WHG228 | California State University Northridge | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020428 | 2/22/2020 | |||||
WLX974 | California State University Northridge | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020429 | 10/8/2023 | |||||
WHR502 | California State University Northridge | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020430 | 6/29/2020 | |||||
WHR691 | Desales Media Group, Inc. | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020432 | 10/26/2025 | |||||
KNZ69 | Desales Media Group, Inc. | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020433 | 11/14/2026 | |||||
KNZ70 | Desales Media Group, Inc. | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020434 | 4/22/2019 | |||||
KVS31 | Desales Media Group, Inc. | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020435 | 9/22/2018 | |||||
KZE20 | Desales Media Group, Inc. | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020436 | 4/22/2019 | |||||
KZH33 | Clark County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020437 | 2/1/2023 | |||||
WNC851 | Clark County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020438 | 2/1/2023 | |||||
WNC682 | Clark County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020439 | 3/1/2023 | |||||
KZH32 | Clark County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020440 | 2/1/2023 | |||||
WNC842 | Clark County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020441 | 2/1/2023 | |||||
WHR827 | The Board OF Trustees OF THE Leland Stanford Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021031 | 7/29/2027 | |||||
KGG38 | The Board OF Trustees OF THE Leland Stanford Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021032 | 7/19/2019 | |||||
WNTA285 | The Board OF Trustees OF THE Leland Stanford Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021033 | 10/23/2023 | |||||
WHR814 | The Board OF Trustees OF THE Leland Stanford Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021034 | 5/27/2027 |
A-66
EXHIBIT A - IV
ADDITIONAL SPECTRUM
a) Directly-Held Licenses: None
b) Third-Party Lease Agreements: None
c) Third-Party Leased Licenses: None
A-67
Schedule II
EXHIBIT D
Lease Payment Schedule
Dated October 27, 2016 (the Measurement Date )
A. Aggregate Lease Payment Amount as of the Measurement Date: $165,000,000
B. Individual Lease Payment Amounts as of the Measurement Date:
Lessor |
Individual Monthly
Lease Payment |
Percentage of
Aggregate Lease Payment |
||||||
License Holder I |
$ | 144,598,743 | 87.63560 | % | ||||
License Holder II |
$ | 3,086,213 | 1.87043 | % | ||||
License Holder III |
$ | 17,315,044 | 10.49397 | % | ||||
[Additional License Holder] |
$ | [N/A | ] | [N/A | ]% |
C. PV Calculations as of the Measurement Date:
PV calculations in clause (X)(ii) of Section 13(a) of the Lease Agreement, assuming the Termination Payment Date occurs on the following days, in each case measured from the Measurement Date and as of the date of termination of this Lease Agreement, are:
PV if Termination Payment Date occurs at day 360 (year 1): |
$18,670,922,557.55 | |
PV if Termination Payment Date occurs at day 1,080 (year 3): |
$18,424,414,060.81 | |
PV if Termination Payment Date occurs at day 3,600 (year 10): |
$17,053,649,524.53 | |
PV if Termination Payment Date occurs at day 9,000 (year 25): |
$7,716,635,331.40 |
Schedule III
EXHIBIT E
FORM OF JOINDER AGREEMENT
This Joinder Agreement (this Joinder Agreement ), dated as of [______ __], by and among Sprint Spectrum License Holder LLC ( License Holder I ), Sprint Spectrum License Holder II LLC ( License Holder II ), Sprint Spectrum License Holder III LLC ( License Holder III and, together with License Holder I and License Holder II, Existing Lessors and each, an Existing Lessor ), Sprint Communications, Inc. ( Lessee ), Sprint Intermediate HoldCo LLC ( Intermediate HoldCo I ), Sprint Intermediate HoldCo II LLC ( Intermediate HoldCo II ), Sprint Intermediate HoldCo III LLC ( Intermediate HoldCo III and, together with Intermediate HoldCo I and Intermediate HoldCo II, Existing Intermediate HoldCos and each, an Existing Intermediate HoldCo ), Sprint Corporation, a Delaware corporation, the entities named on the signature pages hereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with this Lease Agreement (the Subsidiary Guarantors and, together with Sprint Corporation, the Guarantors and, collectively with Lessee, the Obligors ), [Insert Name of Additional License Holder] ( Additional License Holder ) and [Insert name of Additional Intermediate HoldCo] ( Additional Intermediate HoldCo ).
WHEREAS, the Existing Lessors, the Existing Intermediate HoldCos and the Obligors are parties to that certain Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016 (as amended by the First Amendment to Intra-Company Lease Agreement, dated as of March 12, 2018, and as further amended, restated, supplemented or otherwise modified from time to time, the Lease Agreement ). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Lease Agreement; and
WHEREAS, pursuant to the terms of the Lease Agreement, the Additional License Holder and Additional Intermediate HoldCo desire to become a party to the Lease Agreement.
NOW THEREFORE, the Additional License Holder and Additional Intermediate HoldCo, together with the Existing Lessors and Existing Intermediate HoldCos hereby agree, jointly and severally with the Obligors as follows:
A. The Additional License Holder hereby acknowledges, agrees and confirms that, as of the date hereof and as if it had executed the Lease Agreement, it shall be and shall have all of the obligations of an Existing Lessor set forth in the Lease Agreement and shall be a party of identical capacity and obligations as a Lessor under the Lease Agreement. As of the date hereof, the Additional License Holder hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Lease Agreement that are binding upon the Existing Lessors, including, without limitation (a) all of the representations and warranties of Lessors set forth in Section 10 of the Lease Agreement, as supplemented from time to time in accordance with the terms thereof, and (b) all of the covenants set forth in Section 10 of the Lease Agreement.
B. The Additional Intermediate HoldCo hereby acknowledges, agrees and confirms that, as of the date hereof and as if it had executed the Lease Agreement, it shall be and shall have all of the obligations of an Existing Intermediate HoldCo set forth in the Lease Agreement and shall be a party of identical capacity and obligations as an Intermediate HoldCo under the Lease Agreement. As of the date hereof, the Additional Intermediate HoldCo hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Lease Agreement that are binding upon the Existing Intermediate HoldCos, including, without limitation the reimbursement obligations set forth in Section 14(k) of the Lease Agreement.
EXHIBIT E-1
C. Existing Lessors, Existing Intermediate HoldCos and the Obligors confirm that all of their obligations under the Lease Agreement are, and upon (i) the Additional License Holder becoming a Lessor and (ii) the Additional Intermediate HoldCo becoming an Intermediate HoldCo thereunder pursuant to the terms hereof, shall continue to be, in full force and effect.
D. This Joinder Agreement shall constitute a Transaction Document (or term of like import) for all purposes under any Lessor Financing. This Joinder Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Joinder Agreement by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Joinder Agreement.
E. THIS JOINDER AGREEMENT SHALL BE CONSTRUCTED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
[ Signature page to follow ]
EXHIBIT E-2
IN WITNESS WHEREOF, the party hereto has caused this Joinder Agreement to be executed by its respective officers thereunto duly authorized as of the date first above written.
[ ], as Additional License Holder | ||
By: | ||
Name: | ||
Title: | ||
[ ], as Additional Intermediate HoldCo | ||
By | ||
Name: | ||
Title: |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
ACKNOWLEDGED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE:
SPRINT SPECTRUM LICENSE HOLDER LLC | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
SPRINT SPECTRUM LICENSE HOLDER II LLC | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
SPRINT SPECTRUM LICENSE HOLDER III LLC | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
SPRINT COMMUNICATIONS, INC. | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
SPRINT INTERMEDIATE HOLDCO LLC | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
SPRINT INTERMEDIATE HOLDCO II LLC | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
SPRINT INTERMEDIATE HOLDCO III LLC | ||
By: | ||
Name: Janet M. Duncan | ||
Title: Vice President and Treasurer |
Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement
Agreement | Sprint Spectrum Co LLC Spectrum Lease Joinder Agreement |
Annex I |
Alda Wireless Holdings, LLC |
American Telecasting Development, LLC |
American Telecasting of Anchorage, LLC |
American Telecasting of Bend, LLC |
American Telecasting of Columbus, LLC |
American Telecasting of Denver, LLC |
American Telecasting of Fort Myers, LLC |
American Telecasting of Ft. Collins, LLC |
American Telecasting of Green Bay, LLC |
American Telecasting of Lansing, LLC |
American Telecasting of Lincoln, LLC |
American Telecasting of Little Rock, LLC |
American Telecasting of Louisville, LLC |
American Telecasting of Medford, LLC |
American Telecasting of Michiana, LLC |
American Telecasting of Monterey, LLC |
American Telecasting of Redding, LLC |
American Telecasting of Santa Barbara, LLC |
American Telecasting of Seattle, LLC |
American Telecasting of Sheridan, LLC |
American Telecasting of Yuba City, LLC |
APC Realty and Equipment Company, LLC |
Assurance Wireless of South Carolina, LLC |
ATI Sub, LLC |
ATL MDS, LLC |
Bluebottle USA Holdings, LLC |
Bluebottle USA Investments L.P. |
Boost Worldwide, LLC |
Broadcast Cable, LLC |
Caroline Ventures, Inc. |
Clear Wireless LLC |
Clearwire Communications LLC |
Clearwire Corporation |
Clearwire Hawaii Partners Spectrum, LLC |
Clearwire IP Holdings LLC |
Clearwire Legacy LLC |
Clearwire Spectrum Holdings II LLC |
Clearwire Spectrum Holdings III LLC |
Clearwire Spectrum Holdings LLC |
Clearwire XOHM LLC |
Fixed Wireless Holdings, LLC |
Fresno MMDS Associates, LLC |
Independent Wireless One Leased Realty Corporation |
Kennewick Licensing, LLC |
MinorCo, LLC |
Nextel Communications of the Mid-Atlantic, Inc. |
Nextel of California, Inc. |
Nextel of New York, Inc. |
Nextel of Texas, Inc. |
Nextel Partners Equipment LLC |
Nextel Retail Stores, LLC |
Nextel South Corp. |
Nextel Systems LLC |
Nextel West Corp. |
NPCR, Inc. |
NSAC, LLC |
OneLouder Apps, Inc. |
PCTV Gold II, LLC |
PCTV Sub, LLC |
Peoples Choice TV Corp. |
Peoples Choice TV of Houston, LLC |
Peoples Choice TV of St. Louis, LLC |
Pinsight Media+, Inc. |
SIHI New Zealand Holdco, Inc. |
SN Holdings (BR I) LLC |
11
SN UHC 1, Inc. |
SN UHC 2, Inc. |
SN UHC 3, Inc. |
SN UHC 4, Inc. |
SN UHC 5, Inc. |
SpeedChoice of Detroit, LLC |
SpeedChoice of Phoenix, LLC |
Sprint (Bay Area), LLC |
Sprint Capital Corporation |
Sprint Communications Company L.P. |
Sprint Communications Company of New Hampshire, Inc. |
Sprint Communications Company of Virginia, Inc. |
Sprint Connect LLC |
Sprint Corporation |
Sprint Corporation (Inactive) |
Sprint eBusiness, Inc. |
Sprint Enterprise Mobility, LLC |
Sprint Enterprise Network Services, Inc. |
Sprint Enterprises, L.P. |
Sprint eWireless, Inc. |
Sprint HoldCo, LLC |
Sprint International Communications Corporation |
Sprint International Holding, Inc. |
Sprint International Incorporated |
Sprint International Network Company LLC |
Sprint PCS Assets, L.L.C. |
Sprint Solutions, Inc. |
Sprint Spectrum Equipment Company, LLC |
Sprint Spectrum Holding Company, LLC |
Sprint Spectrum L.P. |
Sprint Spectrum Realty Company, LLC |
Sprint Ventures, Inc. |
Sprint/United Management Company |
SprintCom Equipment Company, LLC |
SprintCom, Inc. |
STE 14 Affiliate LLC |
SWV Four, Inc. |
SWV Six, Inc. |
SWV Two, Inc. |
TDI Acquisition Corporation |
TDI Acquisition Sub, LLC |
Transworld Telecom II, LLC |
UCOM, Inc. |
US Telecom, Inc. |
USST of Texas, Inc. |
Utelcom, Inc. |
Virgin Mobile USA Evolution, LLC |
Virgin Mobile USA, Inc. |
Virgin Mobile USA, L.P. |
VMU GP, LLC |
Wavepath Sub, LLC |
WBS of America, LLC |
WBS of Sacramento, LLC |
WBSY Licensing, LLC |
WCOF, LLC |
Wireless Broadband Services of America, L.L.C. |
Wireline Leasing Co., Inc. |
12
Exhibit 99.1
Sprint
6200 Sprint Parkway Overland
Park, Kan. 66251
Media Contact:
David Tovar, Sprint
913.315.1491
david.tovar@sprint.com
Investor Contact:
Jud Henry, Sprint 800.259.3755
Investor.Relations@sprint.com
Sprint Corporation Announces Private Placement Offering
of Wireless Spectrum-Backed Notes
OVERLAND PARK, Kan . March 12, 2018 Sprint Corporation (NYSE:S) announced today that three wholly owned special purpose subsidiaries (the Issuers) have commenced an offer (the Offering) of up to $3,937,500,000 of wireless spectrum-backed notes in two tranches, each with a different anticipated repayment date (the Notes) in a private transaction that is exempt from the registration requirements of the Securities Act of 1933 (the Securities Act). This issuance is part of the $7.0 billion notes program that was established in October 2016.
The Issuers directly owned subsidiaries have acquired a portfolio of FCC licenses and a small number of third-party leased license agreements (the Spectrum Portfolio) from subsidiaries of Sprint Communications, Inc., which comprise a portion of Sprints 2.5GHz and 1.9GHz spectrum holdings, representing approximately 14 percent of Sprints total spectrum holdings on a MHz-pops basis. The Spectrum Portfolio has been leased back to Sprint Communications Inc. pursuant to a long-term lease agreement, the rental payments for which service the Notes and the Issuers other outstanding debt. The Spectrum Portfolio is substantially identical to the original portfolio, which serves as collateral for the notes issued by the Issuers (and which will be shared equally and ratably with the Notes) in October 2016.
The consummation of the Offering is subject to market and other conditions. There can be no assurance the Offering will be successfully completed on the terms described herein or at all. The Notes are expected to be rated investment grade by both Moodys and Fitch.
The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes will be offered only to Qualified Institutional Buyers as defined in Rule 144A under the Securities Act that are also Qualified Purchasers as defined under the Investment Company Act of 1940 and to persons outside the United States that are not U.S. Persons as defined in Regulation S under the Securities Act and are also Qualified Purchasers.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Sprint:
Sprint (NYSE: S) is a communications services company that creates more and better ways to connect its customers to the things they care about most. Sprint served 54.6 million connections as of December 31, 2017 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; leading no-contract brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint .
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements within the meaning of the securities laws. The words may, could, should, estimate, project, forecast, intend, expect, anticipate, believe, target, plan, outlook, providing guidance, and similar expressions are intended to identify information that is not historical in nature. All statements that relate to our expectations regarding the Notes and the Offering are forward-looking statements. Forward-looking statements are estimates and projections reflecting managements judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Sprint believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations and speak only as of the date when made. Sprint undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our companys historical experience and our present expectations or projections. Factors that might cause such differences include, but are not limited to, those discussed in Sprint Corporations Annual Report on Form 10-K for the fiscal year ended March 31, 2017. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.