THIRTY-FIRST SUPPLEMENTAL INDENTURE
EXHIBIT 4.56
THIRTY-FIRST SUPPLEMENTAL INDENTURE
THIRTY-FIRST SUPPLEMENTAL INDENTURE (this “Thirty-First Supplemental Indenture”), dated as of January 25, 2018, among T-Mobile USA, Inc. (the “Company”), the entities listed on Schedule I (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to herein (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 28, 2013 (the “Base Indenture”) as amended and supplemented with respect to the Company’s (a) Senior Reset Notes due 2019 pursuant to the First Supplemental Indenture dated as of Xxxxx 00, 0000, (x) Senior Reset Notes due 2020 pursuant to the Second Supplemental Indenture dated as of April 28, 2013, (c) Senior Reset Notes due 2021 pursuant to the Third Supplemental Indenture dated as of April 28, 2013 (the “2021 Reset Notes”), (d) Senior Reset Notes due 2022 pursuant to the Fourth Supplemental Indenture dated as of April 28, 2013 (the “2022 Reset Notes”), (e) Senior Reset Notes due 2023 pursuant to the Fifth Supplemental Indenture dated as of April 28, 2013 (the “2023 Reset Notes”), (f) 6.464% Senior Notes due 2019 pursuant to the Sixth Supplemental Indenture dated as of April 28, 2013, which notes have been redeemed by the Company, (g) 6.542% Senior Notes due 2020 pursuant to the Seventh Supplemental Indenture dated as of April 28, 2013, which notes have been redeemed by the Company, (h) 6.633% Senior Notes due 2021 pursuant to the Eighth Supplemental Indenture dated as of April 28, 2013, which notes have been redeemed by the Company, (i) 6.731% Senior Notes due 2022 pursuant to the Ninth Supplemental Indenture dated as of April 28, 2013, which notes have been redeemed by the Company, and (j) 6.836% Senior Notes due 2023 pursuant to the Tenth Supplemental Indenture dated as of April 28, 2013 (the “6.836% 2023 Notes”), (k) 5.250% Senior Notes due 2018 pursuant to the Thirteenth Supplemental Indenture dated as of August 21, 2013, which notes have been redeemed by the Company, (l) 6.125% Senior Notes due 2022 pursuant to the Fourteenth Supplemental Indenture dated as of November 21, 2013, which notes have been redeemed by the Company, (m) 6.500% Senior Notes due 2024 pursuant to the Fifteenth Supplemental Indenture dated as of November 21, 2013 (the “6.500% 2024 Notes”), (n) 6.000% Senior Notes due 2023 pursuant to the Seventeenth Supplemental Indenture dated as of September 5, 2014 (the “6.000% 2023 Notes”), (o) 6.375% Senior Notes due 2025 pursuant to the Eighteenth Supplemental Indenture dated as of September 5, 2014 (the “6.375% 2025 Notes”), (p) 6.500% Senior Notes due 2026 pursuant to the Twentieth Supplemental Indenture dated as of November 5, 2015 (the “6.500% 2026 Notes”), (q) 6.000% Senior Notes due 2024 pursuant to the Twenty-First Supplemental Indenture dated as of April 1, 2016 (the “6.000% 2024 Notes”), (r) 4.000% Senior Notes due 2022 pursuant to the Twenty-Third Supplemental Indenture dated as of March 16, 2017 (the “4.000% 2022 Notes”), (s) 5.125% Senior Notes due 2025 pursuant to the Twenty-Fourth Supplemental Indenture dated as of March 16, 2017 (the “5.125% 2025 Notes”), (t) 5.375% Senior Notes due 2027 pursuant to the Twenty-Fifth Supplemental Indenture dated as of March 16, 2017 (the “5.375% 2027 Notes”), (u) 4.000% Senior Notes due 2022-1 pursuant to the Twenty-Sixth Supplemental Indenture dated as of April 27, 2017 (the “4.000% 2022-1 Notes”), (v) 5.125% Senior Notes due 2025-1 pursuant to the Twenty-Seventh Supplemental Indenture dated as of April 28, 2017 (the “5.125% 2025-1 Notes”), (w) 5.375% Senior Notes due 2027-1 pursuant to the Twenty-Eighth Supplemental
Indenture dated as of April 28, 2017 (the “5.375% 2027-1 Notes”) and (x) 5.300% Senior Notes due 2021 pursuant to the Twenty-Ninth Supplemental Indenture dated as of May 9, 2017 (the “5.300% 2021 Notes” and together with the 2021 Reset Notes, the 2022 Reset Notes, the 2023 Reset Notes, the 6.836% 2023 Notes, the 6.500% 2024 Notes, the 6.000% 2023 Notes, the 6.375% 2025 Notes, the 6.500% 2026 Notes, the 6.000% 2024 Notes, the 4.000% 2022 Notes, the 5.125% 2025 Notes, the 5.375% 2027 Notes, the 4.000% 2022-1 Notes, the 5.125% 2025-1 Notes and the 5.375% 2027-1 Notes, the “Notes”), and as amended and supplemented by the Eleventh Supplemental Indenture dated as of May 1, 2013, the Twelfth Supplemental Indenture dated as of July 15, 2013, the Sixteenth Supplemental Indenture dated as of August 11, 2014, the Nineteenth Supplemental Indenture dated as of September 28, 2015, the Twenty-Second Supplemental Indenture dated as of August 30, 2016, and the Thirtieth Supplemental Indenture dated as of May 9, 2017 (the Base Indenture as so amended and supplemented, the “Indenture”);
WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall become Guarantors of the applicable Notes on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company, the Existing Guarantors and the New Guarantors are authorized to execute and deliver this Thirty-First Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:
1. Defined Terms. As used in this Thirty-First Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Thirty-First Supplemental Indenture refer to this Thirty-First Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantors hereby agree to unconditionally guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X thereof.
3. Notices. All notices or other communications to the Company and the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
5. Governing Law. THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
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6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company.
7. Counterpart Originals. This Thirty-First Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Thirty-First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Thirty-First Supplemental Indenture as to the parties hereto and may be used in lieu of the original Thirty-First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Thirty-First Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
8. Headings, etc. The headings of the Articles and Sections of this Thirty-First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Thirty-First Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Thirty-First Supplemental Indenture to be duly executed, as of the date first above written.
IOWA WIRELESS SERVICES, LLC | |||
IOWA WIRELESS SERVICES HOLDING CORPORATION | |||
By: | /s/ J. Xxxxxxx Xxxxxx | ||
Name: | J. Xxxxxxx Xxxxxx | ||
Title: | Executive Vice President and | ||
Chief Financial Officer | |||
[Thirty-First Supplemental Indenture to Indenture dated as of April 28, 2013]
T-MOBILE USA, INC. | |||
By: | /s/ J. Xxxxxxx Xxxxxx | ||
Name: | J. Xxxxxxx Xxxxxx | ||
Title: | Executive Vice President and | ||
Chief Financial Officer | |||
By: | /s/ J. Xxxxxxx Xxxxxx | ||
Name: | J. Xxxxxxx Xxxxxx | ||
Title: | Executive Vice President and | ||
Chief Financial Officer | |||
[Thirty-First Supplemental Indenture to Indenture dated as of April 28, 2013]
IBSV LLC METROPCS CALIFORNIA, LLC METROPCS FLORIDA, LLC METROPCS GEORGIA, LLC METROPCS MASSACHUSETTS, LLC METROPCS MICHIGAN, LLC METROPCS NETWORKS CALIFORNIA, LLC METROPCS NETWORKS FLORIDA, LLC METROPCS NEVADA, LLC METROPCS NEW YORK, LLC METROPCS PENNSYLVANIA, LLC METROPCS TEXAS, LLC POWERTEL MEMPHIS LICENSES, INC. POWERTEL/MEMPHIS, INC. SUNCOM WIRELESS HOLDINGS, INC. SUNCOM WIRELESS INVESTMENT COMPANY LLC SUNCOM WIRELESS LICENSE COMPANY, LLC SUNCOM WIRELESS MANAGEMENT COMPANY, INC. SUNCOM WIRELESS OPERATING COMPANY, L.L.C. SUNCOM WIRELESS PROPERTY COMPANY, L.L.C. SUNCOM WIRELESS, INC. T-MOBILE CENTRAL LLC T-MOBILE FINANCIAL LLC T-MOBILE LEASING LLC T-MOBILE LICENSE LLC T-MOBILE NORTHEAST LLC T-MOBILE PCS HOLDINGS LLC T-MOBILE PUERTO RICO HOLDINGS LLC T-MOBILE PUERTO RICO LLC T-MOBILE RESOURCES CORPORATION T-MOBILE SOUTH LLC T-MOBILE SUBSIDIARY IV CORPORATION T-MOBILE WEST LLC TRITON PCS FINANCE COMPANY, INC. TRITON PCS HOLDINGS COMPANY L.L.C. VOICESTREAM PCS I IOWA CORPORATION | |||
By: | /s/ J. Xxxxxxx Xxxxxx | ||
Name: | J. Xxxxxxx Xxxxxx | ||
Title: | Authorized Person | ||
[Thirty-First Supplemental Indenture to Indenture dated as of April 28, 2013]
DEUTSCHE BANK TRUST COMPANY | |||
AMERICAS, as Trustee | |||
By: | /s/ Xxxxx Xx | ||
Name: | Xxxxx Xx | ||
Title: | Vice President | ||
By: | /s/ Xxxxx Xxxxxx | ||
Name: | Xxxxx Xxxxxx | ||
Title: | Vice President | ||
[Signature Page to Thirty-First Supplemental Indenture]
Schedule I
Iowa Wireless Services, LLC |
Iowa Wireless Services Holding Corporation |
