NINTH SUPPLEMENTAL INDENTURE
NINTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of March 17, 2023, between SPRINT LLC, a Delaware limited liability company (the “Company”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as trustee (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS,
the Company and the Trustee have duly executed and delivered that certain Senior Notes Indenture, dated as of September 11, 2013 (the “Original Indenture”) between the Company and the Trustee, as amended and supplemented by the Sixth Supplemental Indenture, dated as of May 14, 2018 (the “Sixth Supplemental Indenture”), between the Company and the Trustee, and the Eighth Supplemental Indenture, dated as of April 1, 2020 (the “Eighth
Supplemental Indenture”), among the Company, Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”), T-Mobile US, Inc., a
Delaware corporation, T-Mobile USA, Inc., a Delaware corporation, and the Trustee (the Original Indenture, as amended and supplemented by the Sixth Supplemental Indenture and the Eighth Supplemental Indenture, the “Base Indenture”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness, to be issued in one or more series (the “Securities”);
WHEREAS,
the Company, Sprint Communications and the Trustee have duly executed and delivered the (i) Second Supplemental Indenture, dated as of September 11, 2013, to the Original Indenture, pursuant to which $4,250,000,000 aggregate principal amount
of 7.875% Notes due 2023 (the “2023 Notes”) were issued and are outstanding on the date hereof (the “Second
Supplemental Indenture”), (ii) Third Supplemental Indenture, dated as of December 12, 2013, to the Original Indenture, pursuant to which $2,500,000,000 aggregate principal amount of 7.125% Notes due 2024 (the “2024 Notes”) were issued and are outstanding on the date hereof (the “Third Supplemental Indenture”),
(iii) Fourth Supplemental Indenture, dated as of February 24, 2015, to the Original Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.625% Notes due 2025 (the “2025 Notes”) were issued and are outstanding on the date hereof (the “Fourth Supplemental Indenture”), and (iv) Fifth Supplemental Indenture, dated as
of February 22, 2018, to the Original Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.625% Notes due 2026 (the “2026 Notes” and, collectively
with the 2023 Notes, the 2024 Notes and the 2025 Notes, the “Subject Securities”) were issued and are outstanding on the date hereof (the “Fifth Supplemental Indenture” and, collectively with the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Subject Supplemental Indentures” and the Base Indenture as amended and supplemented by the Subject Supplemental Indentures, the “Indenture”), which, as applicable, govern the terms of the Subject Securities;
WHEREAS,
Section 902 of the Indenture provides, among other things, that the Indenture, as amended and supplemented by the Subject Supplemental Indentures, may be amended or supplemented by a supplemental indenture thereto with the consent of the
Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture;
WHEREAS,
pursuant to the terms of the Indenture, the Company desires to amend and supplement or further amend and supplement, as applicable, (1) Section 101 of the Base Indenture; and (2) Article VIII of the Base Indenture (collectively, the “Subject Amendments”), in each case on the terms set forth in the Company’s Consent Solicitation Statement dated March 13, 2023 (as amended to the date hereof, the “Consent Solicitation Statement”);
WHEREAS,
the Company solicited, and has received, consents to the Subject Amendments upon the terms and subject to the conditions set forth in the Consent Solicitation Statement from Holders representing at least a majority in aggregate principal
amount of each series of the outstanding Subject Securities;
WHEREAS,
for the purposes hereinabove recited, and pursuant to due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and
WHEREAS,
all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, in consideration of the premises, the covenants and other agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby confirmed, the Company and the Trustee mutually covenant and agree as
follows:
ARTICLE ONE
AMENDMENT TO THE BASE INDENTURE
Section 1.01. With respect to the Subject Securities, Section 101 of the Indenture is hereby amended by adding the following
definitions:
“Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of
September 6, 2022, made by and among the Company, the Guarantor and Cogent Infrastructure, Inc., as it may be amended, supplemented or modified from time to time.
“Wireline Business” means the assets and liabilities primarily relating to the U.S. long-haul
fiber network (including the non-U.S. extensions thereof) and certain other assets and liabilities of the Guarantor and its subsidiaries, substantially as set forth in the Purchase Agreement.
“Wireline Divisive Merger” means a redomestication of the Guarantor to Delaware followed by a
divisive merger of the Guarantor, in connection with or in contemplation of a divestiture or other separation of all or part of the Wireline Business, as a result of which (i) the Guarantor will survive as a Delaware limited liability company
and, immediately following such divisive merger, will hold the assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities held by the Guarantor immediately prior to such divisive merger other than those relating to
the applicable portion of the Wireline Business contemplated to be divested or separated and (ii) a newly formed limited liability company resulting from such divisive merger will, immediately following such divisive merger, hold the assets
(including, for the avoidance of doubt, equity of subsidiaries) and liabilities held by the Guarantor immediately prior to such divisive merger relating to the applicable portion of the Wireline Business contemplated to be divested or
separated.
“Wireline Transaction” means the transactions contemplated by the Purchase Agreement, including
the purchase and sale of all of the issued and outstanding membership interests of a newly formed Delaware limited liability company resulting from the Wireline Divisive Merger contemplated by the Purchase Agreement that will hold certain
assets (including, for the avoidance of doubt, equity of subsidiaries) and liabilities relating to the Wireline Business held by the Guarantor immediately prior to such Wireline Divisive Merger.
Section 1.02. With respect to the Subject Securities, Article VIII of the Indenture is hereby amended by adding the
following Section 805 at the end thereof:
Section 805. Wireline Transaction.
For the avoidance of doubt, and notwithstanding any other provision of the Securities or this Indenture,
(i) neither the Wireline Transaction nor any Wireline Divisive Merger shall be deemed to be (A) a merger or consolidation of the Guarantor, (B) a conveyance, transfer or lease of all or substantially all of the properties and assets of the
Guarantor or (C) a conveyance, transfer or lease of the properties and assets of the Guarantor substantially as an entirety and (ii) immediately following any Wireline Divisive Merger, the Guarantor shall be deemed for all purposes of the
Securities and this Indenture to have continued its existence uninterrupted and in full force and effect and to have remained the “Guarantor” for all purposes of the Securities and this Indenture, notwithstanding the occurrence of such Wireline
Divisive Merger.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01 Effective Date. This
Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company and the Trustee but the amendments to the Indenture set forth in Article One shall become operative only upon payment of the Consent
Payments (as defined in the Consent Solicitation Statement) and shall thereafter bind, or inure to the benefit of, every Holder.
Section 2.02 Effect of Supplemental Indenture; Conflicts with Indenture.
This Supplemental Indenture is executed by the Company and the Trustee upon the Company’s request, pursuant to the provisions of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes.
The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent that any of the terms of this Supplemental Indenture are
inconsistent with, or conflict with, the terms of the Indenture, the terms of this Supplemental Indenture shall govern.
Section 2.03 Counterparts. This Supplemental Indenture may be
executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Exchange of signature pages to this Supplemental Indenture by facsimile or electronic transmission
shall constitute effective execution and delivery of this Supplemental Indenture.
Section 2.04 Trustee. The Company, by its signature hereto,
authorizes and directs the Trustee to execute this Supplemental Indenture. In its execution hereof and performance hereunder, the Trustee shall have all of the rights, protections, immunities and indemnities afforded to it under the Indenture.
The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or
sufficiency of this Supplemental Indenture or the due authorization and execution hereof by the Company.
Section 2.05 Headings. The Article and Section headings contained
herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
Section 2.06 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
Section 2.07 Capitalized Terms. Capitalized
terms used herein without definition shall have the meanings assigned to them in the Indenture.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
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SPRINT LLC
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By:
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/s/ Xxxxxxxx Xxxxxxxxxxxxx | |
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Name:
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Xxxxxxxx Xxxxxxxxxxxxx | |
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Title:
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Senior Vice President, Treasury & Treasurer |
[Ninth Supplemental Indenture]
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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/s/ Xxxxxxx Xxxxxxx | |
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Name:
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Xxxxxxx Xxxxxxx |
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Title:
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Vice President |
[Ninth Supplemental Indenture]
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ACKNOWLEDGED AND ACCEPTED:
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SPRINT COMMUNICATIONS LLC
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T-MOBILE USA, INC.
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By:
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/s/ Xxxxxxxx Xxxxxxxxxxxxx | |
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Name:
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Xxxxxxxx Xxxxxxxxxxxxx | |
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Title:
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Senior Vice President, Treasury & Treasurer |
[Ninth Supplemental Indenture]
