T-MOBILE USA, INC. $1,300,000,000 6.000% Senior Notes due 2023 $1,700,000,000 6.375% Senior Notes due 2025 Underwriting AgreementUnderwriting Agreement • September 5th, 2014 • T-Mobile US, Inc. • Radiotelephone communications • New York
T-Mobile USA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $1,300,000,000 aggregate principal amount of its 6.000% Senior Notes due 2023 (the “2023 Notes”) and $1,700,000,000 aggregate principal amount of its 6.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Notes” and, together with the Guarantees (as defined below), the “Securities”). The Securities will be issued under an Indenture, dated as of April 28, 2013 (the “Base Indenture”), and (a) a supplemental indenture with respect to the 2023 Notes to be dated as of September 5, 2014 (the “2023 Supplemental Indenture”) and (b) a supplemental indenture with respect to the 2025 Notes to be dated as of September 5, 2014 (the “2025 Supplemental Indenture” and, together with the 2023 Supplemental Indenture and the Base Indenture, the “
T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.000% SENIOR NOTES DUE 2023 SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of September 5, 2014 DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeSeventeenth Supplemental Indenture • September 5th, 2014 • T-Mobile US, Inc. • Radiotelephone communications • New York
SEVENTEENTH SUPPLEMENTAL INDENTURE (this “Seventeenth Supplemental Indenture”), dated as of September 5, 2014 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
ContractCredit Agreement • September 5th, 2014 • T-Mobile US, Inc. • Radiotelephone communications • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of September 3, 2014, by and among T-MOBILE USA, INC., a Delaware corporation (the “Borrower”), T-MOBILE US, INC., a Delaware corporation (“Parent”), and each of the Subsidiaries (as defined in the Credit Agreement defined below) of Parent signatory hereto, DEUTSCHE TELEKOM AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), as the initial Lender, the other Lenders signatory hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”), to that certain Credit Agreement, dated as of May 1, 2013, by and among the Borrower, DT, as initial lender, and the other financial institutions and entities from time to time parties thereto (the “Lenders”), and the Administrative Agent (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”). C
T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.375% SENIOR NOTES DUE 2025 EIGHTEENTH SUPPLEMENTAL INDENTURE Dated as of September 5, 2014 DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeEighteenth Supplemental Indenture • September 5th, 2014 • T-Mobile US, Inc. • Radiotelephone communications • New York
EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Eighteenth Supplemental Indenture”), dated as of September 5, 2014 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
