FIRST AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT
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. Lessee’s 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
Lessor’s 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
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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 BRS2.5 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
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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 |
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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 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
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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 Manager’s appointment and the Manager’s 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.
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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.
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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]
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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/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| SPRINT SPECTRUM LICENSE HOLDER II LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| SPRINT SPECTRUM LICENSE HOLDER III LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| SPRINT COMMUNICATIONS, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| SPRINT INTERMEDIATE HOLDCO LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| SPRINT INTERMEDIATE HOLDCO II LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| SPRINT INTERMEDIATE HOLDCO III LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| GUARANTORS: | ||
| SPRINT CORPORATION | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
| EACH OF THE GUARANTORS LISTED ON ANNEX I ATTACHED HERETO | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| 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/ Xxxxxxx X. XxXxxxxxx | |
| Name: | Xxxxxxx X. XxXxxxxxx | |
| Title: | Senior Vice President, Servicing Officer |
Sprint Spectrum Co LLC – First Amendment to Spectrum Lease
| Annex I |
| Xxxx 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 Xxxxx, LLC |
| American Telecasting of Ft. Xxxxxxx, 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 Xxxxxxx, LLC |
| American Telecasting of Santa Xxxxxxx, 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 |
| Xxxxxxxx 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 |
| People’s Choice TV Corp. |
| 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 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. |
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
A-2
A-3
Exhibit A - I(a)
Partition Coordinates
Call Sign – WQYQ508; BTA029 – Baltimore, MD; Channels – XXX0, X0, X0, X0
X-0
X-0
X-0
Xxxxxxx X - X(x)
Partition Coordinates
Call Sign – WQYQ508; BTA – BTA029 - Baltimore, MD; Channels – X0, X0, X0
X-0
X-0
X-0
X-00
X-00
Xxxxxxx A - I(c)
Partition Coordinates
Call Sign – WQYQ511; BTA – BTA404 - San Francisco-Oakland-San Xxxx; Channels – XXX0, X0, X0, X0
X-00
X-00
X-00
X-00
X-00
Xxxxxxx A - I(d)
Partition Coordinates
Call Sign – WQYQ511; BTA – BTA404 - San Francisco-Oakland-San Xxxx; Channels – X0, X0, X0
A-17
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
Xxxxxxx A - I(e)
Partition Coordinates
Call Sign – WQYQ510; BTA – BTA440 - Tampa-St. Petersburg-Clearwate; Channels – XXX0, X0, X0, X0
X-00
X-00
X-00
Xxxxxxx A - I(f)
Partition Coordinates
Call Sign – WQYQ510; BTA – BTA440 - Tampa-St. Petersburg-Clearwate; Channels – X0, X0, X0
A-37
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
A-48
Exhibit A - I(g)
Partition Coordinates
Call Sign – WQYQ509; BTA – BTA461 - Washington, DC; Channels – XXX0, X0, X0, X0
X-00
X-00
X-00
Xxxxxxx A - I(h)
Partition Coordinates
Call Sign – WQYQ509; BTA – BTA461 - Washington, DC; Channels – X0, X0, X0
A-52
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
X-00
XXXXXXX 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. Xxxxxx) 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 Xxxxxx Xxxxxxxx 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
Xxxx Xxxxxx 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 People’s Choice TV of Albuquerque, Inc.
Xxxxx 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 | Xxxx Xxxxxx Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020420 | 5/1/2021 | |||||
| WMX215 | Xxxx Xxxxxx Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020421 | 5/1/2021 | |||||
| WLK217 | Xxxx Xxxxxx Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020422 | 5/1/2021 | |||||
| WQCV325 | Xxxx Xxxxxx Income Family Trust | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020423 | 6/2/2025 | |||||
| WQCV327 | Xxxx Xxxxxx 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 | |||||
| XXX000 | Xxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx | Sprint Spectrum License Holder LLC | 7/28/2016 | L000020427 | 2/22/2020 | |||||
| XXX000 | Xxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx | 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 | Xxxxx County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020437 | 2/1/2023 | |||||
| WNC851 | Xxxxx County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020438 | 2/1/2023 | |||||
| WNC682 | Xxxxx County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020439 | 3/1/2023 | |||||
| KZH32 | Xxxxx County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020440 | 2/1/2023 | |||||
| WNC842 | Xxxxx County School District | Sprint Spectrum License Holder LLC | 7/22/2016 | L000020441 | 2/1/2023 | |||||
| WHR827 | The Board OF Trustees OF THE Xxxxxx Xxxxxxxx Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021031 | 7/29/2027 | |||||
| KGG38 | The Board OF Trustees OF THE Xxxxxx Xxxxxxxx Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021032 | 7/19/2019 | |||||
| WNTA285 | The Board OF Trustees OF THE Xxxxxx Xxxxxxxx Junior University | Sprint Spectrum License Holder LLC | 8/22/2016 | L000021033 | 10/23/2023 | |||||
| WHR814 | The Board OF Trustees OF THE Xxxxxx Xxxxxxxx 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: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| SPRINT SPECTRUM LICENSE HOLDER II LLC | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| SPRINT SPECTRUM LICENSE HOLDER III LLC | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| SPRINT COMMUNICATIONS, INC. | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| SPRINT INTERMEDIATE HOLDCO LLC | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| SPRINT INTERMEDIATE HOLDCO II LLC | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| SPRINT INTERMEDIATE HOLDCO III LLC | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement
| GUARANTORS: | ||
| SPRINT CORPORATION | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
| EACH OF THE GUARANTORS LISTED ON ANNEX I ATTACHED HERETO | ||
| By: | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President and Treasurer | ||
| Agreement | Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement |
| Annex I |
| Xxxx 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 Xxxxx, LLC |
| American Telecasting of Ft. Xxxxxxx, 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 Xxxxxxx, LLC |
| American Telecasting of Santa Xxxxxxx, 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 |
| Xxxxxxxx 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 |
| People’s Choice TV Corp. |
| 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 |
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
