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): June 6, 2018
SPRINT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-04721 | 46-117005 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6200 Sprint Parkway, Overland Park, Kansas | 66251 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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. |
On June 6, 2018, Sprint Spectrum Co LLC (“ Master Issuer ”), Sprint Spectrum Co II LLC (“ Co-Issuer II ”) and Sprint Spectrum Co III LLC (together with Master Issuer and Co-Issuer II, the “ Issuers ”), each a Delaware limited liability company and limited-purpose, bankruptcy remote, wholly owned indirect subsidiary of Sprint Corporation (“ Sprint Corp ”), entered into the Second Supplemental Indenture (the “ Supplemental Indenture ”), by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee and securities intermediary (the “ Trustee ”), which amends and supplements the Base Indenture, dated as of October 27, 2016, by and among the Issuers and the Trustee, as amended and supplemented through the date hereof (excluding the Supplemental Indenture) (the “ Indenture ”).
The Supplemental Indenture effects certain amendments (the “ Spectrum Indenture Amendments ”) to the Indenture pertaining to the Issuers’ Series 2016-1 3.360% Senior Secured Notes, Class A-1 (the “ Series 2016-1 Notes ”), Series 2018-1 4.738% Senior Secured Notes, Class A-1 (the “ Series 2018-1 Class A-1 Notes ”) and Series 2018-1 5.152% Senior Secured Notes, Class A-2 (collectively with the Series 2016-1 Notes and the Series 2018-1 Class A-1 Notes, the “ Spectrum Notes ” and, each series of the Spectrum Notes, a “ Series ”).
The 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 Sprint Corp, 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 respective Issuers (collectively, the “ License Holders ”). Pursuant to an Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, by and among the License Holders, Sprint Communications, Inc. (“ SCI ” or the “ Lessee ”), Sprint Intermediate HoldCo LLC (“ Intermediate HoldCo I ”), Sprint Intermediate HoldCo II LLC (“ Intermediate HoldCo II ”), Sprint Intermediate HoldCo III LLC (collectively with Intermediate HoldCo I and Intermediate HoldCo II, the “ Intermediate HoldCos ”), Sprint Corp, and the entities constituting Subsidiary Guarantors under the Spectrum Lease (collectively, the “ Sprint Subsidiary Guarantors ” and, collectively with the License Holders, SCI, the Intermediate HoldCos and Sprint Corp, the “ Lease Parties ”), as amended by the First Amendment to the Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018 (as amended, the “ Spectrum Lease ”), the License Holders leased the rights to use the Spectrum Portfolio for a 30-year term to SCI.
Also on June 6, 2018, the Lease Parties entered into the Second Amendment to Intra-Company Spectrum Lease Agreement (the “ Spectrum Lease Amendment Agreement ”) to effect the Spectrum Lease Amendments (as described below) in accordance with the Indenture.
The Spectrum Indenture Amendments and Spectrum Lease Amendments are being effected in connection with Sprint Corp’s previously announced Business Combination Agreement (the “ Business Combination Agreement ”), dated as of April 29, 2018, among Sprint Corp, T-Mobile US, Inc., a Delaware corporation (“ T-Mobile ”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (“ Merger Company ”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“ Merger Sub ”), Galaxy Investment Holdings, Inc., a Delaware corporation (“ Galaxy ”), Starburst I, Inc., a Delaware corporation (together with Galaxy, the “ SoftBank US HoldCos ”), and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“ Deutsche Telekom ”), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha (“ SoftBank ”), pursuant to which (i) the SoftBank US HoldCos may merge with and into
Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile (the “ HoldCo Mergers ”) and (ii) Merger Sub will merge with and into Sprint Corp, with Sprint Corp as the surviving corporation and a wholly owned direct or indirect subsidiary of T-Mobile (together with the HoldCo Mergers (if they occur), the “ Mergers ”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement. Following the Mergers, T-Mobile is expected to contribute Sprint Corp to T-Mobile USA, Inc., a Delaware corporation (“ T-Mobile USA ”), or otherwise cause Sprint Corp to become a direct or indirect wholly-owned subsidiary of T-Mobile USA (collectively with the Mergers, the “ T-Mobile Transaction ”).
The Supplemental Indenture amends the terms of the Indenture pertaining to each Series (i) to amend the definition of “Change of Control” to exclude the T-Mobile Transaction and otherwise conform to the definition of “Change of Control” in the indentures governing the outstanding notes issued by Sprint Corp and SCI (the “ Change of Control Amendment ”), (ii) to amend the definition of “Permitted Holder” to include SoftBank, T-Mobile, Deutsche Telekom and their affiliates and successors and certain groups of which only they are members (the “ Permitted Holder Amendment ”) and (iii) to amend the periodic reporting and litigation disclosure requirements in the Indenture to change the subject entity from Sprint Corp to T-Mobile (collectively with the Change of Control Amendment and the Permitted Holder Amendment, the “ Indenture Amendments ”).
The Spectrum Lease Amendment Agreement amends the Spectrum Lease, among other things, (i) to provide for (A) the addition of T-Mobile, T-Mobile USA and any subsidiary of T-Mobile USA that provides a guarantee under a credit facility entered into by T-Mobile USA in connection with the T-Mobile Transaction and the related termination of SCI’s existing secured credit facilities (a “ T-Mobile USA Credit Facility ”) as guarantors of the Spectrum Lease (collectively, the “ T-Mobile Spectrum Lease Guarantors ”) and (B) the grant of collateral by the T-Mobile Spectrum Lease Guarantors, SCI, Sprint Corp and the Sprint Subsidiary Guarantors to secure the payment obligations under the Spectrum Lease (to the extent any such party grants collateral to secure obligations under a T-Mobile USA Credit Facility or any Replacement Credit Facility (as defined in the Spectrum Lease Amendment Agreement)), subject to an aggregate cap of $3.5 billion, and (ii) to remove the restriction on transfers of all or substantially all the assets of the Lessee and its subsidiaries and substitute in place thereof such restrictions on T-Mobile USA and its subsidiaries (collectively, the “ Spectrum Lease Amendments ,” and, together with the Indenture Amendments, the “ Proposed Amendments ”).
The Change of Control Amendment became effective on June 6, 2018 and the other Proposed Amendments will become effective concurrently with the consummation of the T-Mobile Transaction.
The Supplemental Indenture is attached hereto as Exhibit 4.1 and the Spectrum Lease Amendment Agreement is attached as Exhibit 10.1. The foregoing description of the Supplemental Indenture and the Spectrum Lease Amendment Agreement is qualified in its entirety by reference to the full text of the Supplemental Indenture and the Spectrum Lease Amendment Agreement, each of which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Important Additional Information
In connection with the proposed transaction, T-Mobile will file a registration statement on Form S-4, which will contain a joint consent solicitation statement of T-Mobile and Sprint Corp, that also constitutes a prospectus of T-Mobile (the “joint consent solicitation statement/prospectus”), and each party will file other documents regarding the proposed transaction with the U.S. Securities and Exchange Commission (the “ SEC ”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the joint consent solicitation statement/prospectus will be sent to T-Mobile and Sprint Corp stockholders. Investors and security holders will be able to obtain the registration statement and the joint consent solicitation statement/prospectus free of charge from the SEC’s website or from T-Mobile or Sprint Corp. The documents filed by T-Mobile with the SEC may be obtained free of charge at T-Mobile’s website, at www.t-mobile.com , or at the SEC’s website, at www.sec.gov . These documents may also be obtained free of charge from T-Mobile by requesting them by mail at T-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at 212-358-3210. The documents filed by Sprint Corp with the SEC may be obtained free of charge at Sprint Corp’s website, at www.sprint.com , or at the SEC’s website, at www.sec.gov . These documents may also be obtained free of charge from Sprint by requesting them by mail at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at 913-794-1091.
Participants in the Solicitation
T-Mobile and Sprint Corp and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of consents in respect of the proposed transaction. Information about T-Mobile’s directors and executive officers is available in T-Mobile’s proxy statement dated April 26, 2018, for its 2018 Annual Meeting of Stockholders. Information about Sprint Corp’s directors and executive officers is available in Sprint Corp’s proxy statement dated June 19, 2017, for its 2017 Annual Meeting of Stockholders, and in Sprint Corp’s subsequent reports on Form 8-K filed with the SEC on January 4, 2018 and January 17, 2018. Other information regarding the participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint consent solicitation statement/prospectus and other relevant materials to be filed with the SEC regarding the acquisition when they become available. Investors should read the joint consent solicitation statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from T-Mobile or Sprint Corp as indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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 | ||
| By: | /s/ Stefan K. Schnopp | |
| Name: Stefan K. Schnopp | ||
| Title: Vice President and Corporate Secretary | ||
Date: June 6, 2018
EXHIBIT 4.1
SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2018 (this “ Supplemental 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 but solely as trustee and securities intermediary (the “ Trustee ”).
WITNESSETH:
WHEREAS, the Issuers and the Trustee have duly executed and delivered that certain Base Indenture, dated as of October 27, 2016, as amended by the First Supplemental Indenture, dated as of March 12, 2018, by and among the Issuers and the Trustee (as amended, the “ Base Indenture ”), providing for the issuance from time to time of asset-backed notes, to be issued in one or more series;
WHEREAS, the Issuers and the Trustee have duly executed and delivered the (i) Series 2016-1 Supplement to the Base Indenture, dated as of October 27, 2016, as amended by the First Supplemental Indenture to the 2016 Series Supplement, dated as of March 21, 2018, by and among the Issuers and the Trustee (as amended, the “ Series 2016 Supplement ”); and (ii) Series 2018-1 Supplement, dated as of March 21, 2018 (together with the Series 2016 Supplement, the “ Series Supplements ”), among the Issuers and the Trustee. Capitalized terms used but not defined herein have the meanings given to such terms in the Base Indenture;
WHEREAS, on April 29, 2018, Sprint Corporation, T-Mobile US, Inc., a Delaware corporation (“ T-Mobile ”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (“ Merger Company ”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“ Merger Sub ”), Galaxy Investment Holdings, Inc., a Delaware corporation (“ Galaxy ”), Starburst I, Inc., a Delaware corporation (together with Galaxy, the “ SoftBank US HoldCos ”), and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , entered into a Business Combination Agreement (as it may be amended, supplemented or modified from time to time, the “ Business Combination Agreement ”), pursuant to which (i) the SoftBank US HoldCos may merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile (the “ HoldCo Mergers ”) and (ii) Merger Sub will merge with and into Sprint Corporation, with Sprint Corporation as the surviving corporation and a wholly owned direct or indirect subsidiary of T-Mobile (together with the HoldCo Mergers (if they occur), the “ Mergers ”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement. Following the Mergers, T-Mobile is expected to contribute Sprint Corporation to T-Mobile USA, Inc., a Delaware corporation (“ T-Mobile USA ”), or otherwise cause Sprint Corporation to become a direct or indirect wholly-owned subsidiary of T-Mobile USA (collectively with the Mergers, the “ T-Mobile Transaction ”);
WHEREAS, pursuant to Section 13.2 of the Base Indenture, the provisions of the Base Indenture and the Series Supplements may from time to time be 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, as of the date of this Supplemental Indenture, there is no Controlling Class Representative;
WHEREAS, the Issuers wish to amend the Base Indenture and the Series Supplements as set forth in this Supplemental Indenture to effect the purposes of Section 13.2 of the Base Indenture;
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 and the Series Supplements, including but not limited to Article XIII of the Base Indenture, have been satisfied.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows:
| 1. | Amendments to the Series Supplements . |
(a) Effective as of the date hereof, the definition of “Change of Control” contained in Section 3.8(g) of each of the Series Supplements shall be deleted and replaced with the following:
“ Change of Control ” means the occurrence of any of the following:
(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of SCI and its Subsidiaries’ properties or assets, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to one or more Permitted Holders;
(b) the adoption of a plan relating to SCI’s liquidation or dissolution; or
(c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than one or more Permitted Holders becomes the Beneficial Owner (as such term is defined in Rule 13d-3 and Rule 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the voting power of SCI’s Voting Securities; provided that a transaction in which SCI becomes a Subsidiary of another person shall not constitute a Change of Control if (a) SCI’s stockholders immediately prior to such transaction Beneficially Own, directly or indirectly through one or more intermediaries, 50% or more of the voting power of the outstanding Voting Securities of such other Person of whom SCI is a Subsidiary immediately following such transaction and (b) immediately following such transaction no person (as defined above) other than such other person, Beneficially Owns, directly or indirectly, more than 50% of the voting power of SCI’s Voting Securities .
Notwithstanding the foregoing, the T-Mobile Transaction shall not constitute a Change of Control.
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(b) Effective as of the date hereof, the following definitions shall be added to Annex A of each of the Series Supplements:
“ Business Combination Agreement ” means that certain Business Combination Agreement, dated as of April 29, 2018, made by and among Sprint Corporation, T-Mobile US, Inc., Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile US, Inc., Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Huron Merger Sub LLC, Galaxy Investment Holdings, Inc., a Delaware corporation, Starburst I, Inc., a Delaware corporation, and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , as it may be amended, supplemented or modified from time to time.
“ T-Mobile Transaction ” means the acquisition of Sprint Corporation by T-Mobile US, Inc. pursuant to the Business Combination Agreement, including without limitation the Merger and the SoftBank US Mergers (each as defined in the Business Combination Agreement), the contribution of Sprint Corporation to T-Mobile USA and related transactions.
“ Permitted Holders ” means SoftBank Group Corp., a Japanese kabushiki kaisha , and its affiliates/or any of its successors and/or Affiliates (including any fund or collective investment vehicle for which it or any of its Affiliates serves as the general partner or managing member).
“ T-Mobile USA ” means T-Mobile USA, Inc. until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “T-Mobile USA” shall mean such successor Person.
“ Voting Securities ” means the stock or other ownership or equity interests, of whatever class or classes, the holders of which ordinarily have the power to vote for the election of the members of the board of directors, managers or trustees (other than stock or other ownership or equity interests having such power only by reason of the happening of a contingency).
(c) Effective concurrently with the consummation of the T-Mobile Transaction, the definition of Permitted Holders in each of the Series Supplements shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
“
Permitted Holders
” means
(i)
SoftBank Group Corp., a Japanese
kabushiki kaisha
, and its
affiliates/or any of its successors and/or Affiliates (including any fund or collective investment vehicle for which it or any of its Affiliates serves as the general partner or managing member)
.
;
(ii)
T-Mobile
US, Inc., a Delaware corporation, and/or any of its successors and/or Affiliates; (iii)
Deutsche Telekom, AG, an Aktiengesellschaft organized and existing under the laws of
the Federal Republic of Germany, and/or any of its successors and/or Affiliates; and (iv)
any “group” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) the members of which
include only any or all of the Permitted Holders specified in clauses (i), (ii) and (iii)
above
.
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| 2. | Amendments to the Base Indenture . |
(a) Effective concurrently with the consummation of the T-Mobile Transaction, Section 4.1(f) of the Base Indenture shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
(f)
Sprint Corporation
T-Mobile
US, Inc.
Financial
Statements
. So long as Sprint Spectrum, L.P. is the Manager, the Manager on behalf of the Issuers shall provide the Trustee, the
Back-Up
Manager, the LC Administrative Agent and the Rating Agencies with
respect to each Series of Notes Outstanding the following financial statements (provided that the requirements of clauses (i) and (ii) shall be deemed satisfied if
Sprint Corporation
T-Mobile
US, Inc.
files reports containing financial information required under the SEC’s rules with the SEC and such reports are publicly available through EDGAR):
(i)within seventy-five (75) days after the end of each of the first three fiscal quarters of each
of its
fiscal
year
s
, an unaudited consolidated balance sheet of
Sprint Corporation
T-Mobile
US, Inc.
and its subsidiaries as of the end of such fiscal quarter, unaudited
consolidated statements of income or operations of
Sprint Corporation
T-Mobile
US, Inc.
and its subsidiaries for such fiscal quarter and for the fiscal
year-to-date
period then ended (in the case of the second and third fiscal quarters of each fiscal year) and an unaudited consolidated statement of cash flows of
Sprint Corporation
T-Mobile
US, Inc.
and its subsidiaries for the fiscal
year-to-date
period then ended; and
(ii) within one hundred and twenty (120) days after the end of each
of its
fiscal
year
s
, audited consolidated financial statements of
Sprint Corporation
T-Mobile
US, Inc.
and its subsidiaries as of the end of such fiscal year, setting
forth in comparative form the comparable amounts for the previous fiscal year prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all
material respects, the consolidated financial position
Sprint Corporation
T-Mobile
US, Inc.
and its subsidiaries as of the end of such fiscal year and the consolidated
results of their operations and cash flows for such fiscal year in accordance with GAAP.
(b) Effective concurrently with the consummation of the T-Mobile Transaction, Section 8.17 of the Base Indenture shall be amended by inserting the bold, underlined text and deleting the bold, stricken text as follows:
If
Sprint Corporation
T-Mobile
US, Inc.
is not then subject to,
or otherwise filing reports under, Section 13 or 15(d) of the Exchange Act, the Issuers shall, provide a written report to the Manager, the
Back-Up
Manager and the Rating Agencies for each Series of Notes
Outstanding on each Quarterly Payment Date that sets forth all outstanding litigation, arbitration or other proceedings against any Sprint
Entity
or
T-Mobile
US, Inc. or any of its
Subsidiaries
that would have been required to be disclosed in
Sprint Corporation
T-Mobile
US, Inc.’s
annual reports, quarterly reports and other public
filings which
Sprint Corporation
T-Mobile
US, Inc.
would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if
Sprint Corporation
T-Mobile
US, Inc.
were subject to, or otherwise reporting under, such provisions.
| 3. | Governing Law . |
THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
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| 4. | 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.
| 5. | No Other Changes . |
Except as provided herein, the Base Indenture and the Series Supplements shall remain unchanged and in full force and effect, and each reference to the Base Indenture or the Series Supplements and words of similar import in the Base Indenture or the Series Supplements, as amended hereby, shall be a reference to the Base Indenture or the Series Supplements, as applicable, 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 or Series Supplements for the convenience of administration by the parties hereto.
| 6. | 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.
| 7. | 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.
| 8. | 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 8 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Base Indenture or any other Transaction Document.
| 9. | 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]
5
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 and Securities Intermediary | ||||
| By: | /s/ Maria Inoa | |||
| Name: | Maria Inoa | |||
| Title: | Assistant Vice President | |||
| By: | /s/ Ellen Jean-Baptiste | |||
| Name: | Ellen Jean-Baptiste | |||
| Title: | Assistance 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 (i) consents to the execution and delivery by the Issuers and the Trustee of the foregoing Second Supplemental Indenture and (ii) directs the Trustee to execute this Second Supplemental Indenture.
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 |
EXHIBIT 10.1
SECOND AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT
SECOND AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT, dated as of June 6, 2018 (this “ Amendment 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 (“ Sprint Corporation ”), and the entities named on the signature pages hereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with the Lease Agreement (as defined below) (the “ Subsidiary Guarantors ”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Lease Agreement.
WHEREAS, the Lessors, Lessee, Intermediate HoldCos, Sprint Corporation and Subsidiary Guarantors signatory thereto have entered into that certain Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, as amended by the First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, by and among the Lessors, Lessee, Intermediate HoldCos, Sprint Corporation and Subsidiary Guarantors signatory thereto (as it may be further amended, supplemented or modified from time to time, the “ Lease Agreement ”).
WHEREAS, on April 29, 2018, Sprint Corporation, T-Mobile US, Inc., a Delaware corporation (“ T-Mobile ”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (“ Merger Company ”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“ Merger Sub ”), Galaxy Investment Holdings, Inc., a Delaware corporation (“ Galaxy ”), Starburst I, Inc., a Delaware corporation (together with Galaxy, the “ SoftBank US HoldCos ”), and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , entered into a Business Combination Agreement (as it may be amended, supplemented or modified from time to time, the “ Business Combination Agreement ”), pursuant to which (i) the SoftBank US HoldCos may merge with and into Merger Company, with Merger Company continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile (the “ HoldCo Mergers ”) and (ii) Merger Sub will merge with and into Sprint Corporation, with Sprint Corporation as the surviving corporation and a wholly owned direct or indirect subsidiary of T-Mobile (together with the HoldCo Mergers (if they occur), the “ Mergers ”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement. Following the Mergers, T-Mobile is expected to contribute Sprint Corporation to T-Mobile USA, Inc., a Delaware corporation (“ T-Mobile USA ”), or otherwise cause Sprint Corporation to become a direct or indirect wholly-owned subsidiary of T-Mobile USA (collectively with the Mergers, the “ T-Mobile Transaction ”);
WHEREAS, concurrently with the consummation of the T-Mobile Transaction, T-Mobile, T-Mobile USA and any subsidiary of T-Mobile USA that provides a guarantee in favor of the T-Mobile Replacement Credit Facility (as defined below) will enter into a guarantee and assumption agreement substantially in the form of Exhibit C to the Lease Agreement to become Guarantors (as defined after giving effect to this Amendment Agreement) under the Lease Agreement (the “ T-Mobile Joinder ”).
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 as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree to the following:
1.
Amendment to Section
14(j)
. Effective concurrently with the consummation of the
T-Mobile
Transaction, Section 14(j) of the Lease Agreement shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(j)
Guarantee Assumption Agreement; Release of Guarantors
.
Concurrently with the consummation of the
T-Mobile
Transaction, the Lessee shall cause
T-Mobile
US, Inc., a Delaware corporation
(“T-Mobile”),
T-Mobile
USA, Inc., a Delaware corporation
(“T-Mobile
USA”), and any subsidiary of
T-Mobile
USA that provides a guarantee in
favor of the
T-Mobile
Replacement Credit Facility (as defined below)
to enter into a guarantee and assumption agreement substantially in the form of Exhibit C to the Lease Agreement to
become Guarantors under the Lease Agreement (the
“T-Mobile
Joinder Agreement”).
After the date hereof,
and without limiting the requirement of the foregoing sentence,
(A) if (i) any subsidiary of Lessee
or
T-Mobile
USA
provides a guarantee in favor of any Existing Credit Agreement or any Replacement Credit Agreement, such Person shall, within ten
(10) days of such Person becoming a guarantor under such Existing Credit Agreement or such Replacement Credit Agreement, as the case may be, become a Guarantor under this Lease Agreement or (ii) at any time when Lessee fails to maintain a
long term rating of “BBB” or higher by Fitch Ratings Inc. and “Baa2” or higher by Moody’s Investor Service, Inc., the total assets (considering, for purposes of determining the total assets of the
Lessee
Subsidiary Guarantors, all unrestricted cash and cash equivalents held by Lessee as assets of the
Lessee
Subsidiary Guarantors) or revenues of the
Lessee
Subsidiary Guarantors represent less than 80% of the
consolidated total assets or revenues of Lessee and its subsidiaries (excluding from the calculation of consolidated net assets or revenues for the purposes of this sentence, the assets or revenues of any newly formed or acquired subsidiary of
Lessee that is organized in the United States (an “
Acquired Entity
”) to the extent that (but only for so long as) it is prohibited from becoming a Subsidiary Guarantor pursuant to the terms of any agreement to which such Person is a
party prior to it becoming an Acquired Entity), determined as of the end of (or, with respect to such revenues, for the period of four fiscal quarters ending with) the fiscal quarter or fiscal year most recently ended for which financial statements
are available, then Lessee shall within ten (10) days of such occurrence cause subsidiaries of Lessee to become Subsidiary Guarantors as necessary to eliminate such deficiency, in each case of the foregoing clauses (i) and (ii) by
executing and delivering to Lessors a guarantee assumption agreement in the form of Exhibit C hereto. Subject to compliance with the foregoing sentence, concurrently with any Person ceasing to be a guarantor under all of the Existing Credit
Agreements and Replacement Credit Agreements, such Person shall be automatically released from its Guaranteed Obligations with respect to this Lease Agreement and all Liens in any collateral, if any, granted to secure such Guaranteed Obligations
shall be released and of no further force and effect;
provided
that (except with respect to any such release as a result of a merger of a Subsidiary Guarantor so long as the survivor of such merger is a Subsidiary Guarantor
or as a
result of the dissolution of any Subsidiary Guarantor so long as the assets of such Subsidiary Guarantor are transferred to one or more existing Subsidiary Guarantors
) (x) the trustee and “control party” under any Lessor
Financing shall have received notice thereof from Lessee
or
T-Mobile
USA
at least
thirty (30)
fifteen (15)
days prior to the effectiveness of such
release, which notice shall contain a reasonably detailed description of such release and shall certify that
,
immediately after giving effect to
such
the
release
of a Lessee Subsidiary
Guarantor,
Lessee will be in compliance with the asset test set forth in clause
(A)
(ii) above and (y) immediately after giving effect to
such
the
release
of a Lessee Subsidiary
Guarantor,
Lessee will be in compliance with the asset test set forth in clause (A) (ii) above.
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(B) If Lessee or 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
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
A
a
nd
Intercreditor Agreement, dated as of February 3, 2017 (as amended, supplemented
, amended and restated
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
or any
replacement collateral trust and intercreditor agreement entered into in connection with the
T-Mobile
Transaction
. 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, 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. The Lessee
or
T-Mobile
USA
shall provide written notice of any such release to the trustee and “control party” under any Lessor Financing within two Business Days
of
following
the effectiveness of such release.
In this Section 14(j): “ Existing Credit Agreements ” means Lessee’s Credit Agreement, dated as of February 28, 2013, among Lessee (formerly known as Sprint Nextel Corporation), as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the Amended and Restated Credit Agreement, dated May 21, 2010 between Lessee and Export Development Canada, and the other loan documents related thereto (each as may be amended, supplemented or otherwise modified from time to time), and “ Replacement Credit Agreement ” means any refinancing or replacement from time to time of either of the Existing Credit Agreements or a Replacement Credit Agreement, including, for the avoidance of doubt, a T-Mobile Replacement Credit Facility (including, without limitation, any refinancing or replacement by way of one or more debt facilities, commercial paper facilities, indentures, trust deeds, agreements, credit facility, sale-leaseback or term loan documentation or arrangements with banks, insurance companies, other institutional lenders or investors providing for revolving credit loans, term loans, debt securities, notes, debentures or other corporate bond instruments, receivables financing, letters of credit, sale-leaseback financing or other forms of guarantees and assurances or other indebtedness). For the avoidance of doubt, a credit facility entered into by T-Mobile USA in connection with the T-Mobile Transaction and the related termination of the Existing Credit Agreements or a Replacement Credit Agreement (a “T-Mobile Replacement Credit Facility”) shall constitute a Replacement Credit Agreement.
3
As used in this Section 14(j) and otherwise for purposes of this Lease Agreement:
“Business Combination Agreement” means that certain Business Combination Agreement, dated as of April 29, 2018, made by and among Sprint Corporation, T-Mobile, Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile, Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Huron Merger Sub LLC, Galaxy Investment Holdings, Inc., a Delaware corporation, Starburst I, Inc., a Delaware corporation, and, for the limited purposes of the covenants and representations set forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha , as it may be amended, supplemented or modified from time to time
“Lessee Subsidiary Guarantors” means the subsidiaries of Lessee named on the signature pages of the Lease Agreement as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with this Lease Agreement.
“Subsidiary Guarantors” means, collectively, the Lessee Subsidiary Guarantors and the T-Mobile Subsidiary Guarantors.
“T-Mobile Subsidiary Guarantors” means the subsidiaries of T-Mobile USA named on the signature pages to the T-Mobile Joinder Agreement as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with this Lease Agreement.
“T-Mobile Transaction” means the acquisition of Sprint Corporation by T-Mobile US pursuant to the Business Combination Agreement, including without limitation the Merger and the SoftBank US Mergers (each as defined in the Business Combination Agreement), the contribution of Sprint Corporation to T-Mobile USA and related transactions.
2.
Amendment to Section
14(k)
. Effective concurrently with the consummation of the
T-Mobile
Transaction, Section 14(k) of the Lease Agreement shall be amended by inserting the
bold, double underlined
text and deleting the
stricken
text as follows:
(k)
Intermediate HoldCo
Reimbursement Obligation
. To further induce the Guarantors to provide the guarantees contained in this Section 14, and as additional consideration for the benefit of the Guarantors, (i)
Lessee
T-Mobile
USA
hereby agrees that
Lessee
T-Mobile
USA
and its
S
s
ubsidiaries, when taken as a whole, shall
not, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of their assets (in each case, whether now owned or hereafter acquired) and (ii) the Intermediate HoldCos hereby
jointly and severally agree to reimburse and pay to any Guarantor that has made a payment pursuant to its guarantee an amount equal to the amount of such payment, which reimbursement shall be made by the Intermediate HoldCos promptly upon receiving
notice thereof. In addition, each Intermediate HoldCo hereby agrees to (i) not create, incur, assume or permit to exist any indebtedness (except pursuant to this Section 14(k)), (ii) not directly or indirectly create, incur or suffer to
exist any Lien on or with respect to its property or assets, and (iii) not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of transactions) any of its assets, or liquidate or dissolve, provided that any Intermediate HoldCo may merge with another Intermediate HoldCo in connection with any merger between their related Lessors expressly
permitted under the “transaction documents” under the relevant Lessor Financing.
4
3.
Amendment to the Introductory Paragraph
. Effective concurrently with the
T-Mobile
Joinder, 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 (together with License Holder I, 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 (together with Intermediate HoldCo I, Intermediate HoldCo II and Intermediate HoldCo III,
“
Intermediate HoldCos
” and each, an “
Intermediate HoldCo
”), Sprint Corporation, a Delaware corporation,
T-Mobile
US, Inc., a Delaware corporation,
T-Mobile
USA, Inc., a Delaware corporation,
and the
Subsidiary Guarantors (as defined herein)
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,
T-Mobile
US, Inc.,
T-Mobile
USA, Inc. and the Subsidiary Guarantors, collectively,
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
”.
4. 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.
5. 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. 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.
7. 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 7 (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 7 shall survive termination of the Lease Agreement.
5
8. 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 8 (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 8 and (ii) shall restrict the Obligors from taking action only against the Securitization Entities. This Section 8 shall survive the termination of the Lease Agreement.
9. 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 ]
6
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 LICENSE HOLDER II LLC | ||
| By: | /s/ Janet M. Duncan | |
| Name: Janet M. Duncan | ||
| Title: Vice President and Treasurer | ||
| SPRINT SPECTRUM LICENSE HOLDER III LLC | ||
| By: | /s/ Janet M. Duncan | |
| Name: Janet M. Duncan | ||
| Title: Vice President and Treasurer | ||
| SPRINT COMMUNICATIONS, INC. | ||
| By: | /s/ Janet M. Duncan | |
| Name: Janet M. Duncan | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Second Amendment to Spectrum Lease
| SPRINT INTERMEDIATE HOLDCO LLC | ||
| By: | /s/ Janet M. Duncan | |
| Name: Janet M. Duncan | ||
| Title: Vice President and Treasurer | ||
| SPRINT INTERMEDIATE HOLDCO II LLC | ||
| By: | /s/ Janet M. Duncan | |
| Name: Janet M. Duncan | ||
| Title: Vice President and Treasurer | ||
| SPRINT INTERMEDIATE HOLDCO III LLC | ||
| By: | /s/ Janet M. Duncan | |
| Name: Janet M. Duncan | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Second 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 – Second 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 Lessors, Lessee, Intermediate HoldCos and the Guarantors 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 – Second Amendment to Spectrum Lease
| Annex I |
| Alda Wireless Holdings, LLC |
| American Telecasting Development, LLC |
| American Telecasting of Anchorage, 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 |
| 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 New York, Inc. |
| 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 |
| People’s Choice TV of Houston, LLC |
| People’s Choice TV of St. Louis, LLC |
| Pinsight Media+, Inc. |
| SIHI New Zealand Holdco, Inc. |
| SN Holdings (BR I) LLC |
| SN UHC 1, Inc. |
| SN UHC 3, Inc. |
| SN UHC 4, 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 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/United Management Company |
| SprintCom Equipment Company, LLC |
| SprintCom, Inc. |
| SWV Six, Inc. |
| TDI Acquisition Sub, LLC |
| Transworld Telecom II, LLC |
| 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 |
| 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. |