THIRD AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENTReceivables Purchase and Administration Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, dated as of October 23, 2018 (as amended on December 21, 2018 (the “2018 Amendment”) and February 14, 2020 (the “2020 Amendment”) and as may be further modified, supplemented, amended or amended and restated from time to time, this “Agreement”), by and among T-MOBILE HANDSET FUNDING LLC, a Delaware limited liability company, as Transferor (as defined below), T-MOBILE FINANCIAL LLC, a Delaware limited liability company (“Finco”), in its individual capacity and as Servicer (as defined below), T-MOBILE US, INC., a Delaware corporation, in its capacity as performance guarantor under the Performance Guaranty (in such capacity, a “Guarantor”), T-MOBILE USA, INC., a Delaware corporation, in its capacity as performance guarantor under the Performance Guaranty (in such capacity, a “Guarantor”), the CONDUIT PURCHASERS (as defined below) party hereto from time to time, the COMMITTED PURCHASERS (as defined below) party h
GUARANTEE AGREEMENT dated as of April 1, 2020 among T-MOBILE US, INC., T-MOBILE USA, INC., and THE OTHER GUARANTORS referred to herein in favor of GOLDMAN SACHS BANK USA, as Administrative AgentGuarantee Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
GUARANTEE AGREEMENT dated as of April 1, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) made by T-MOBILE US, INC., a Delaware corporation (“Parent”), T- MOBILE USA, INC., a Delaware corporation (the “Borrower”) and certain other subsidiaries of Parent party hereto, in favor of GOLDMAN SACHS BANK USA, as administrative agent (together with its successors in such capacity, the “Administrative Agent”) for the Lenders from time to time party to the Bridge Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, and for the other Secured Parties (as hereinafter defined).
BRIDGE TERM LOAN CREDIT AGREEMENT dated as of April 1, 2020 among T-MOBILE USA, INC., THE LENDERS PARTY HERETO and GOLDMAN SACHS BANK USA, as Administrative Agent, and BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, DEUTSCHE BANK SECURITIES INC.,...Bridge Term Loan Credit Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • Delaware
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of April 29, 2018 (such agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., Deutsche Telekom AG, Deutsche Telekom Holding B.V. and Softbank Group Corp., Parent will acquire (the “Acquisition”), directly or indirectly, all of the outstanding equity interests of Sprint and its direct and indirect subsidiaries;
CREDIT AGREEMENT dated as of April 1, 2020 among T-MOBILE USA, INC., THE LENDERS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, and DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE LOAN FUNDING LLC, GOLDMAN SACHS BANK USA,...Credit Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • Delaware
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of April 29, 2018 (such agreement, together with all schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., Deutsche Telekom AG, Deutsche Telekom Holding B.V. and Softbank Group Corp., Parent will acquire (the “Acquisition”), directly or indirectly, all of the outstanding equity interests of Sprint and its direct and indirect subsidiaries;
GUARANTEE ASSUMPTION AGREEMENTGuarantee Assumption Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
GUARANTEE ASSUMPTION AGREEMENT dated as of April 1, 2020 by T-Mobile US, Inc., a Delaware corporation, T-Mobile USA, Inc., a Delaware corporation and the additional guarantors listed on Schedule I hereto (collectively, the “Additional Guarantors”), in favor of 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”) under that certain Intra-Company Spectrum Lease Agreement dated October 27, 2016 by and among Lessor, the Guarantors party thereto, Sprint Spectrum Intermediate HoldCo LLC and Sprint Communications, Inc. (as amended from time to time, the “Lease Agreement”).
COLLATERAL AGREEMENT dated as of April 1, 2020 among T-MOBILE US, INC., T-MOBILE USA, INC., and THE OTHER GRANTORS referred to herein in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral TrusteeCollateral Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
COLLATERAL AGREEMENT dated as of April 1, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) made by T-MOBILE US, INC., a Delaware corporation (“Parent”), T- MOBILE USA, INC., a Delaware corporation (the “Company”), and certain other subsidiaries of Parent party hereto (together with the Company, Parent and any other entity that is or may become a party hereto as provided herein, the “Grantors”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral trustee (together with its successors in such capacity, the “Collateral Trustee”) under the Collateral Trust and Intercreditor Agreement, dated as of April 1, 2020 (the “Collateral Trust Agreement”), among, inter alia, Parent, the Company, the subsidiaries of Parent party thereto, the Collateral Trustee and the various Holder Representatives.
SIXTEENTH SUPPLEMENTAL INDENTURESixteenth Supplemental Indenture • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
SIXTEENTH SUPPLEMENTAL INDENTURE (this “Sixteenth Supplemental Indenture”), dated as of April 1, 2020, among T-Mobile US, Inc., a Delaware corporation (“T-Mobile US”), T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA” and, together with T-Mobile US, the “New Guarantors”), Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), a Kansas corporation (the “Company”), Sprint Corporation, a Delaware corporation (“Sprint” and, collectively with the New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
GUARANTEE ASSUMPTION AGREEMENTGuarantee Assumption Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
GUARANTEE ASSUMPTION AGREEMENT dated as of May 7, 2020, by SFE 1, LLC, a limited liability company organized under the laws of the State of Delaware (“SFE 1”) and SFE 2, LLC, a limited liability company organized under the laws of the State of Delaware (together with SFE 1, the “Additional Guarantors” and each an “Additional Guarantor”), in favor of 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”) under that certain Intra-Company Spectrum Lease Agreement dated October 27, 2016 by and among Lessor, the Guarantors party thereto, Sprint Spectrum Intermediate HoldCo LLC and Sprint Communications, Inc. (as amended from time to time, the “Lease Agreement”).
FORTY-SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
FORTY-SECOND SUPPLEMENTAL INDENTURE (this “Forty-Second Supplemental Indenture”), dated as of May 7, 2020, among T-Mobile USA, Inc. (the “Company”), the entities listed on Schedule I hereto (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of April 1, 2020, among T-Mobile US, Inc., a Delaware corporation (“T-Mobile US”), T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA” and, together with T-Mobile US, the “New Guarantors”), Sprint Capital Corporation, a Delaware corporation (the “Company”), Sprint Corporation, a Delaware corporation (“Sprint”), Sprint Communications, Inc., a Kansas corporation (“Sprint Communications” and together with Sprint, the “Existing Guarantors”, and collectively with the New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
CONSULTING AGREEMENTConsulting Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • Washington
THIS CONSULTING AGREEMENT (this “Agreement”), is entered into effective as of July 1, 2020 (the “Effective Date”), by and between T-Mobile US, Inc. (the “Company”) and J. Braxton Carter (“Consultant”).
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT Dated as of April 1, 2020 among T-MOBILE US, INC., T-MOBILE USA, INC., and CERTAIN OF THEIR SUBSIDIARIES PARTIES HERETO, as Grantors DEUTSCHE BANK AG NEW YORK BRANCH, as First Priority Agent Each of the...Collateral Trust and Intercreditor Agreement • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT, dated as of April 1, 2020, among T-MOBILE US, INC., a Delaware corporation (“Parent”), T-MOBILE USA, INC., a Delaware corporation (the “Company”), the subsidiaries of Parent from time to time parties hereto (together with Parent and the Company, the “Grantors”), DEUTSCHE BANK AG NEW YORK BRANCH, as First Priority Agent (as defined below), each Holder Representative (as defined below) from time to time party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Collateral Trustee (together with any successors, the “Collateral Trustee”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of May 7, 2020, among T-Mobile USA, Inc. (the “Issuer”), the entities listed on Schedule I hereto (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) under the Indenture referred to below.
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • August 10th, 2020 • T-Mobile US, Inc. • Radiotelephone communications • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of April 1, 2020, among T-Mobile US, Inc., a Delaware corporation (“T-Mobile US”), T-Mobile USA, Inc., a Delaware corporation (collectively with T-Mobile US, the “New Guarantors”), Sprint Corporation, a Delaware corporation (the “Company”), Sprint Communications, Inc., a Kansas corporation (the “Existing Guarantor”, and collectively with the New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
