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Exhibit 1.1


Execution Version

$3,000,000,000

T-MOBILE USA, INC.

2.250% Senior Notes due 2026

2.625% Senior Notes due 2029

2.875% Senior Notes due 2031

Underwriting Agreement

January 11, 2021

Deutsche Bank Securities Inc.

As Representative of the

    several Underwriters listed

    in Schedule 1 hereto

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

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”), $1,000,000,000 aggregate principal amount of its
2.250% Senior Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of its 2.625% Senior Notes due 2029 (the “2029
Notes
”) and $1,000,000,000 aggregate principal amount of its 2.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes” and, together with the Guarantees (as defined below), the “Securities”).  The Securities will be issued under that certain
Indenture, dated as of April 28, 2013 (the “Base Indenture”), by and among the Company, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and a (a) supplemental indenture with respect to the 2026 Notes to be dated as of January 14, 2021 (the “2026 Supplemental
Indenture
”), (b) supplemental indenture with respect to the 2029 Notes to be dated as of January 14, 2021 (the “2029 Supplemental Indenture”) and (c) supplemental indenture with
respect to the 2031 Notes to be dated as of January 14, 2021 (the “2031 Supplemental Indenture” and, together with the 2026
Supplemental Indenture and the 2029 Supplemental Indenture, the “Supplemental Indentures” and each a “Supplemental Indenture,”
and, together with the Base Indenture, the “Indenture”), in each case, by and among the Company, T-Mobile US, Inc., a Delaware corporation (“Parent”), the Guarantors (as defined below) and the Trustee.

At or prior to 5:45 P.M., New York City time, on the date hereof (the “Time of Sale”), the following information was prepared (collectively, the “Time of Sale Information”): the Preliminary Prospectus (as defined below) and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act (as defined below)) listed
on Annex A hereto as constituting part of the Time of Sale Information.

The payment of principal of, and premium and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) Parent, (ii) each of the Company’s subsidiaries
listed on Schedule 2 hereto, and (iii) any subsidiary of the Company or Parent formed or acquired after the Closing Date (as defined below) that executes an additional guarantee in accordance with the terms of the Indenture, and respective
successors and assigns of Parent and the subsidiaries of the Company or Parent referred to in clauses (ii) and (iii) above (collectively, the “Guarantors”), pursuant to their guarantees (the
Guarantees”).

As used in this underwriting agreement (this “Agreement”), the term “Transactions” means,
collectively, (i) the issuance and sale of the Securities and (ii) the payment of all fees and expenses related to the foregoing.  The term “Transaction Documents” collectively refers to
this Agreement, the Base Indenture, each Supplemental Indenture and the Securities.

Each of the Company and the Guarantors hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement.  The Company has prepared and filed with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-249079), including a prospectus, relating to the Securities. Such registration statement, as amended at the time it, and any post-effective amendment
thereto, became effective, including the information, if any, deemed pursuant to Rule 430A or 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary

Prospectus” means the prospectus included in the Registration Statement (the “Base Prospectus”) plus the preliminary prospectus supplement, dated January 11, 2021, to the Base
Prospectus relating to the Securities at the time it was filed that omits Rule 430 Information, and the term “Prospectus” means the Base Prospectus plus the final prospectus supplement that
includes the Rule 430 Information in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the
Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the
Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

2. Purchase of the Securities by the Underwriters.

(a) The Company, on the basis of the representations, warranties and agreements herein contained and subject
to the terms and conditions herein set forth, agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and
subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company (x)  the aggregate principal amount of 2026 Notes set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to
99.500% of the principal amount thereof, (y) the aggregate principal amount of 2029 Notes set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.500% of the principal amount thereof and (z) the aggregate
principal amount of 2031 Notes set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.500% of the principal amount thereof, in each case, plus accrued interest, if any, from January 14, 2021 to the Closing
Date.  The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Securities on the
terms set forth in the Prospectus.  The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or
through any Underwriter; provided that (i) such offers and sales are made on the basis of the representations, warranties and agreements of the Underwriters and otherwise in accordance with the provisions of
this Agreement as if such affiliates were named as Underwriters hereunder and (ii) such Underwriter shall be responsible for any actions of its affiliates.

(c) Payment for and delivery of the Securities will be made at the offices of Cahill Gordon & Reindel llp, 32 Old Slip, New York, New York 10005, at 9:00 A.M., New York City time, on January 14, 2021, or at such other time or place on the same or such other date, not later than the fifth business day
thereafter, as the Representative and the Company may agree upon in writing.  The time and date of such payment and delivery is referred to herein as the “Closing Date.”

(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the
account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters, of
one or more global notes representing the Notes, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company.

(e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the
capacity of arm’s-length contractual counterparties to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (the “Offering”) (including in connection
with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person.  Additionally, no Underwriter is advising the Company, the Guarantors or any other person
as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction pursuant to this Agreement.  The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their
own independent investigation and appraisal of the Transactions, and no Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto.  Any review by the Underwriters of the Company, the Guarantors, the
Transactions or other matters relating to such Transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

3. Representations and Warranties of the Company and the Guarantors.  The Company and each of the
Guarantors jointly and severally represents and warrants to each Underwriter as of the date hereof and at the Closing Date (or such other date as is expressly stated herein) that:

(a) Preliminary Prospectus.  No order preventing
or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects with the applicable requirements of the Securities Act and did
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Preliminary Prospectus.

(b) Time of Sale Information.  The Time of Sale
Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.  No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be
included in the Prospectus has been omitted therefrom; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company or the Guarantors in writing by such Underwriter through the Representative expressly for use in such Time of Sale Information.

(c) Issuer Free Writing Prospectus.  The Company
and the Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve
or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company, the Guarantors or their respective
agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a
prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale
Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representative.  Each such Issuer Free Writing Prospectus conformed in all material respects with the applicable
requirements of the Securities Act at the time of its use, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary
Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or
omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any
Issuer Free Writing Prospectus.

(d) Registration Statement and Prospectus.  The
Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 of the Securities Act) that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the
Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company.  No order suspending the effectiveness of the Registration Statement
has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or any Guarantor or related to the Offering has been initiated or threatened by the Commission; as of the
applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement conformed and will conform in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the
Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and
Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter
through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(e) Incorporated Documents.  The documents
incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when they became effective or were filed with the Commission, as the case may be, conformed or will conform, as the case may be, in all
material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) No Material Adverse Change.  Since the date
of the most recent consolidated financial statements of Parent included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, as applicable, (i) there has not been any material change in
the capital stock or long-term debt of Parent or any Subsidiary (as defined below), taken as a whole, or any dividend or distribution of any kind declared, set aside for payment, paid or made by Parent or any Subsidiary, on any class of capital
stock, or any material adverse change, in or affecting the business, assets, management, financial position, results of operations or properties of Parent and any Subsidiary, taken as a whole; (ii) neither Parent nor any Subsidiary has entered into
any transaction or agreement that is material to Parent and any Subsidiary taken as a whole or incurred any liability or obligation, direct or contingent, that is material to Parent and any Subsidiary taken as a whole; and (iii) neither Parent nor
any Subsidiary has sustained any material loss to or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any
court or arbitrator or governmental or regulatory authority, except in each case, as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.

(g) Organization and Good Standing.  Each of the
Company and the Guarantors (i) has been duly organized and is validly existing as a corporation, partnership or limited liability company in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority
to carry on its business as it is currently being conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus, and to own, lease and operate its respective properties and (iii) is duly qualified and
authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its
business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) would not reasonably be expected to have a material adverse effect on (A) the business, assets,
financial condition, results of operations, or properties of Parent, the Company and the Subsidiaries, taken as a whole, (B) the long-term debt or capital stock of Parent, the Company or any Subsidiary, as applicable, (C) the marketability of the
Notes or the related Guarantees or (D) the validity of this Agreement or any other Transaction Document to which they are or will become a party as described in the Registration Statement, the Time of Sale Information and the Prospectus (any such
effect being a “Material Adverse Effect”).

(h) Capitalization.  The Company has an
authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization.”  The subsidiaries listed on Schedule 3 hereto (collectively, the “Subsidiaries” and each individually, a “Subsidiary”) are the only “subsidiaries” (within the meaning of Rule 405 under the Securities
Act) of Parent as of the date hereof and the Closing Date.  Except for the Subsidiaries or as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, Parent does not hold a majority ownership or other
majority interest, nominal or beneficial, direct or indirect, in any corporation, partnership, joint venture or other business entity.  All of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary
have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or indirectly, by Parent, free and clear of any lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights,
equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”), except for (1) any such security interests, claims, liens,
limitations on voting rights or encumbrances (a) as would constitute “Permitted Liens” (as defined in the Time of Sale Information and the Prospectus), (b) on shares of capital stock of, or other ownership interests in, non-guarantor subsidiaries or
(c) which would not reasonably be expected to result in a Material Adverse Effect, or (2) any restrictions on transfer under applicable federal or state securities laws.

(i) Preemptive and Other Rights.  Except as
disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, no Subsidiary has outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire, or any preemptive rights or other rights to
subscribe for or to purchase, or any contracts or commitments to issue or sell, or instruments convertible into or exchangeable for, any capital stock or other equity interest in Parent or the Subsidiaries (any “Relevant Security”).  All of the issued and outstanding shares of capital stock of Parent and the Subsidiaries are fully paid and non-assessable and have been duly and validly authorized and issued, in compliance with
all applicable state, federal and foreign securities laws and not in violation of or subject to any preemptive or similar right that does or will entitle any person, upon the issuance or sale of any security, to acquire from Parent or any Subsidiary
any Relevant Security of Parent or any Subsidiary, except for such non-compliance and violations which would not reasonably be expected to result in a Material Adverse Effect.

(j) Due Authorization.  The Company and each of
the Guarantors has the required corporate, limited liability company or partnership power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to
consummate the transactions contemplated hereby and thereby.

(k) The Notes and the Guarantees.  The Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered by the Company on the Closing Date as provided in the Indenture and paid for by the Underwriters in accordance
with the terms hereof, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effect of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) (the
preceding clauses (i) and (ii) are referred to herein collectively as the “Enforceability Exceptions”) and will be entitled to the benefits of the Indenture; the Guarantees have been duly
and validly authorized by each of the Guarantors for issuance to the Underwriters pursuant to this Agreement and, when executed by each Guarantor on the Closing Date in accordance with the provisions of the Indenture and when the Notes have been
issued and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms hereof and thereof, will constitute valid and legally binding obligations of each of the
Guarantors, entitled to the benefits of the Indenture and enforceable against each of them in accordance with their terms, subject to the effect of the Enforceability Exceptions.  The Guarantees will conform in all material respects to the
descriptions thereof in the Registration Statement, the Time of Sale Information and the Prospectus.

(l) The Base Indenture and Supplemental Indentures

The Base Indenture has been duly and validly authorized by the Company and each Guarantor party thereto and (assuming the due authorization, execution and delivery by the Trustee) constitutes a valid and legally binding agreement of the Company and
each Guarantor, enforceable against each of them in accordance with its terms, subject to the effect of the Enforceability Exceptions.  Each Supplemental Indenture has been duly and validly authorized by the Company and each Guarantor and, when
validly executed and delivered by or on behalf of the Company and each Guarantor (assuming the due authorization, execution and delivery by the Trustee) will constitute a valid and legally binding agreement of the Company and each Guarantor,
enforceable against each of them in accordance with its terms, subject to the effect of the Enforceability Exceptions.  The Indenture will conform in all material respects to the description thereof in the Registration Statement, the Time of Sale
Information and the Prospectus.  On the Closing Date, the Indenture will conform in all material respects to the applicable requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture that is
qualified thereunder.

(m) The Underwriting Agreement.  This Agreement
has been duly and validly authorized, executed and delivered by the Company and each Guarantor.

(n) No Violation or Default.  Neither the
Company nor any Guarantor (i) is in violation of its certificate or articles of incorporation, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, (ii) is in default under,
and no event has occurred which, with notice or lapse of time, or both, would constitute a default under, or result in the creation or imposition of any Lien upon, any property or assets of the Company or any Guarantor pursuant to, any bond,
debenture, note, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any statute, law,
rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign or domestic, except (in the case of clauses (ii) and (iii) above) for violations or defaults that
would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and except (in the case of clause (ii) above) for any Lien disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.

(o) No Conflicts; No Consents Required
None of (i) the execution, delivery and performance by the Company and each Guarantor, as applicable, of each of the Transaction Documents and the consummation of the transactions contemplated thereby to which each of them, respectively, is a party,
or (ii) the issuance and sale of the Notes and the issuance of the Guarantees violates or will violate, conflicts with or will conflict with, requires or will require consent under, or results or will result in a breach of any of the terms and
provisions of, or constitutes or will constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or results or will result in the creation or imposition of any Lien upon any property or assets of
the Company or any Guarantor, or an acceleration of any “Indebtedness” (as defined in the Time of Sale Information and the Prospectus) of the Company or any Guarantor pursuant to (A) any provision of the certificate or articles of incorporation,
by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents of the Company or any Guarantor, (B) any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or
other agreement, instrument, franchise, license or permit to which the Company or any Guarantor is a party or by which the Company or any Guarantor or their respective properties, operations or assets is or may be bound or (C) assuming the
representations and warranties of the Underwriters herein are true and correct, any statute, law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, domestic or
foreign, except (x) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under state securities laws in connection with the purchase and sale of the Securities by the Underwriters and (y) (in the
case of clauses (B) and (C) above) as would not reasonably be expected to have a Material Adverse Effect.

(p) Legal and Administrative Authorizations
Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, each of Parent and the Subsidiaries has all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings
and permits of, with and from all judicial, regulatory and other legal or governmental agencies and bodies and all third parties, foreign and domestic (collectively, the “Consents”), to own,
lease and operate its properties and conduct its business as it is now being conducted and as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus and each such Consent is valid and in full force and effect, except
in each case as would not reasonably be expected to have a Material Adverse Effect.  Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, neither Parent nor any Subsidiary has received notice of any
investigation or proceedings which, if decided adversely to Parent or any Subsidiary, would reasonably be expected to result in the revocation of, or imposition of a burdensome restriction on, any Consent, except in each case as would not reasonably
be expected to have a Material Adverse Effect.

(q) Legal Proceedings.  There is (i) no
judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or arbitration pending, domestic or foreign, to which Parent or any Subsidiary is a party or of which the business, property, operations or assets of Parent
or any Subsidiary is subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency, and (iii) no injunction, restraining order or order of any nature by a federal or state court or foreign
court of competent jurisdiction to which Parent or any Subsidiary is subject or to which the business, property, operations or assets of Parent or any Subsidiary is or may be subject that, in the case of clauses (i), (ii) and (iii) above, is required
to be disclosed in the Time of Sale Information and the Prospectus and is not so disclosed.

(r) [Reserved]

(s) No Governmental Prohibitions.  (i) To the
Company’s and the Guarantors’ knowledge, no action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency that prevents the sale of the Notes or prevents or suspends the use of the
Registration Statement, the Time of Sale Information and the Prospectus or any amendment or supplement thereto, (ii) to the Company’s and the Guarantors’ knowledge, no injunction, restraining order or order of any nature by a federal or state court
of competent jurisdiction has been issued that prevents the issuance of the Notes or the Guarantees or prevents or suspends the sale of the Notes or the Guarantees in any jurisdiction and (iii) every request of the Company and the Guarantors from any
securities authority or agency of any jurisdiction for additional information relating to the issuance of the Notes or the Guarantees or the sale of the Notes has been complied with in all material respects.

(t) No Labor Disputes.  Except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending against Parent or any Subsidiary nor, to the Company’s and the Guarantors’ knowledge, threatened
against any of them, before the National Labor Relations Board, any state or local labor relations board or any foreign labor relations board relating to collective bargaining or collective action by employees, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so pending against Parent or any Subsidiary or, to the Company’s and the Guarantors’ knowledge, threatened against any of them, (ii) no strike, labor dispute, slowdown, or
stoppage pending against Parent or any Subsidiary nor, to the Company’s and the Guarantors’ knowledge, threatened against any of them, (iii) no labor disturbance by the employees of Parent or any Subsidiary or, to the Company’s and the Guarantors’
knowledge, no such disturbance is imminent and (iv) no union representation petition has been submitted to Parent or any Subsidiary.  Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to
the Company’s and the Guarantors’ knowledge, no collective bargaining organizing activities are taking place with respect to Parent or any Subsidiary, and neither Parent nor any Subsidiary has violated (i) any federal, state or local law or foreign
law relating to discrimination in hiring, promotion or pay of employees or (ii) any applicable wage or hour laws.

(u) Compliance with ERISA.  No “prohibited
transaction” (as defined in either Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”)

or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), or failure to satisfy the minimum funding standards under Section 430 of the Code and in
Section 303 of ERISA or other event of the kind described in Section 4043(b) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with respect to any employee
benefit plan for which Parent or any Subsidiary would have any liability which would (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; each employee benefit plan for which Parent or any Subsidiary would have
any liability is in compliance with its terms and applicable law, including (without limitation) ERISA and the Code, except where such violation would not reasonably be expected to result in a Material Adverse Effect; neither Parent nor any
Subsidiary has incurred liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any “pension plan” or “multi-employer plan” (as defined in Section 3(37) of ERISA), other than administrative expenses, contributions to
such plans, each in the ordinary course and without default and except as would not reasonably be expected to have a Material Adverse Effect; and each employee benefit plan for which Parent or any Subsidiary would have any liability that is intended
to be qualified under Section 401(a) of the Code is so qualified in all material respects, its related trust is exempt from taxation under Section 501(a) of the Code, and nothing has occurred, whether by action or by failure to act, which would cause
the loss of such qualified status, except as would not reasonably be expected to have a Material Adverse Effect.  The execution and delivery of this Agreement, the other Transaction Documents and the sale of the Securities by the Underwriters will
not involve any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

(v) Environmental Laws.  Neither Parent nor any
Subsidiary has violated, or is in violation of, any foreign, federal, state or local law or regulation relating to the protection of human health and safety or the Environment (as defined below), including those relating to the generation, storage,
treatment, disposal, transport, presence, release or threat of release of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), which violations could, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w) Environmental Liabilities.  There is no
alleged liability, or, to the Company’s and the Guarantors’ knowledge, any events, occurrences or conditions which would reasonably be expected to result in liability (including, without limitation, alleged or potential liability or investigatory
costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties), of Parent or any Subsidiary arising out of, based on or resulting from (i) the presence or release into the environment of
any Hazardous Material at any location, whether or not owned by Parent or any Subsidiary, as the case may be or (ii) any violation or alleged violation of any Environmental Laws, other than in each of clauses (i) and (ii) as disclosed in the
Registration Statement, the Time of Sale Information and the Prospectus or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The term “Environment” means ambient air, indoor air, land surface and subsurface strata, surface water, ground water, drinking water and natural resources such as wetlands, flora and fauna.  The term “Hazardous Materials” means any chemicals, materials, substances, wastes, pollutants and contaminants in any form, including petroleum and petroleum products, asbestos and asbestos-containing materials, regulated by or
which give rise to liability under any Environmental Law.

(x) Title to Real and Personal Property.  Parent
and the Subsidiaries own or lease all such material properties as are reasonably necessary to the conduct of the businesses of Parent and the Subsidiaries as presently operated as described in the Registration Statement, the Time of Sale Information
and the Prospectus.  Parent and the Subsidiaries have (i) good and marketable title in fee simple to all real property owned by them and good and marketable title to all personal property owned by them, in each case free and clear of any and all
Liens, except for Permitted Liens, and except such as are described in the Registration Statement, the Time of Sale Information and the Prospectus or such as do not (individually or in the aggregate) materially affect the value of such property or
materially interfere with the use made or proposed to be made of such property by Parent and the Subsidiaries, taken as a whole, and (ii) peaceful and undisturbed possession of any material real property and buildings held under lease or sublease by
Parent and the Subsidiaries, and such leased or subleased real property and buildings are held by them under valid, subsisting and enforceable leases and no default exists thereunder, with such exceptions as are described in the Registration
Statement, the Time of Sale Information and the Prospectus or such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Neither Parent nor any Subsidiary has received any notice of any claim
adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under lease or sublease by Parent or any Subsidiary, which would reasonably be expected to have a
Material Adverse Effect.

(y) Title to Intellectual Property.  Parent and
each Subsidiary (i) owns or possesses a right to use all patents, patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, customer lists, and
know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”)

necessary for the conduct of their respective businesses as presently being conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus, except where the failure to own or possess the right to use would
not reasonably be expected to have a Material Adverse Effect and (ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right
of others (except where such conflict with any such right of others would not reasonably be expected to have a Material Adverse Effect).  Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would
not reasonably be expected to have a Material Adverse Effect, to the Company’s and the Guarantors’ knowledge, (i) there is no infringement by third parties of any Intellectual Property of Parent or any Subsidiary; except as disclosed in the
Registration Statement, the Time of Sale Information and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, and (ii) there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened, action,
suit, proceeding or claim by others challenging the rights in or to any Intellectual Property of Parent or any Subsidiary; and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not
reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s and the Guarantors’ knowledge, threatened, action, suit, proceeding or claim by others that Parent or any Subsidiary infringes or otherwise violates
any patent, trademark, copyright, trade secret or other proprietary rights of others.

(z) Taxes.  (i) Parent and each Subsidiary has
accurately prepared and timely filed all federal, state, foreign and other tax returns that are required to be filed by it and has paid or made provision (to the extent required by United States generally accepted accounting principles (“U.S. GAAP”) or the applicable requirements of any non-U.S. accounting standards) for the payment of all federal, state, foreign and other tax assessments, governmental or other similar charges,
including, without limitation, all sales and use taxes and taxes which Parent or any Subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or
not such amounts are shown as due on any tax return); (ii) no deficiency, assessment or other claim with respect to a proposed adjustment of Parent or any Subsidiary’s federal, state, local or foreign taxes is pending or, to the Company’s and the
Guarantors’ knowledge, threatened; (iii) the accruals and reserves on the books and records of Parent and the Subsidiaries in respect of tax liabilities for any taxable period not finally determined are adequate (in accordance with U.S. GAAP or the
applicable requirements of any non-U.S. accounting standards) to meet any assessments and related liabilities for any such period and, since December 31, 2019, Parent and the Subsidiaries have not incurred any liability for taxes other than in the
ordinary course of its business; and (iv) there is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of Parent or any Subsidiary, except, in each case of
clauses (i) through (iv), as would not reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect.

(aa) Accounting Controls.  Except as disclosed
in the Registration Statement, the Time of Sale Information and the Prospectus, Parent and the Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the
requirements of the Exchange Act, have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, are effective and have been designed to provide
reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP (or
the applicable requirements of any non-U.S. accounting standards) and to maintain accountability for assets, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. 
Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and the Guarantors are not aware of any existing material weaknesses in their internal control over financial reporting.  Since the date
of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, there has been no change in (x) Parent’s internal control over financial reporting that
has materially affected, or is reasonably likely to materially adversely affect, Parent’s internal control over financial reporting (other than the changes disclosed in the Company’s Form 10-Q for the quarters ended June 30, 2020 and September 30,
2020 and incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus) (y) except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the internal control over
financial reporting of Sprint Corporation, a Delaware corporation (“Sprint”), that has materially affected, or is reasonably likely to materially adversely affect, Sprint’s internal control
over financial reporting.

(bb) Disclosure Controls.  Parent maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that have been designed to ensure that material information relating to Parent and its subsidiaries is disclosed to Parent’s principal executive
officer and principal financial officer by others within those entities and, as of December 31, 2019, such disclosure controls and procedures were effective.

(cc) Property and Casualty Insurance.  Parent
and the Subsidiaries maintain property and casualty insurance in such amounts and covering such risks as Parent and the Subsidiaries reasonably consider adequate for the conduct of Parent’s and each Subsidiary’s businesses and the value of Parent’s
and each Subsidiary’s properties and as is customary for publicly held companies engaged in similar businesses in similar industries, all of which property and casualty insurance is in full force and effect, except where the failure to maintain such
property and casualty insurance would not reasonably be expected to have a Material Adverse Effect.  There are no material claims by Parent or any Subsidiary under any such insurance policy or instrument as to which any insurance company is denying
liability or defending under a reservation of rights clause.  Parent has no reason to believe that Parent and each Subsidiary will not be able to renew their respective existing property and casualty insurance as and when such coverage expires or
will be able to obtain replacement property and casualty insurance adequate for the conduct of the business and the value of its properties at a cost that would not reasonably be expected to have a Material Adverse Effect.  Neither Parent nor any
Subsidiary has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such property and casualty insurance.

(dd) No Undisclosed Relationships.  Except as
disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, no relationship material to Parent and the Subsidiaries taken as a whole, direct or indirect, exists between or among Parent, any Subsidiary or, to the
Company’s and the Guarantors’ knowledge, any affiliate of the Company, on the one hand, and any director, executive officer or, to the Company’s and the Guarantors’ knowledge, security holder (or any immediate family member of such director,
executive officer or security holder), of Parent, any Subsidiary or any affiliate of the Company, on the other hand, which is required by the Securities Act to be described in the Registration Statement, the Time of Sale Information and the
Prospectus and that is not so described.  There are no material outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or Parent to or for the benefit
of any of the executive officers or directors of the Company or Parent or any of their respective family members.  Neither Parent nor Sprint has, in violation of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection
therewith (the “Sarbanes-Oxley Act”), directly or indirectly, including through a Subsidiary, extended or maintained credit, arranged for the extension of credit, or renewed an extension of
credit, in the form of a personal loan to or for any director or executive officer of Parent or Sprint.

(ee) Investment Company Act.  Each of Parent and
each Subsidiary is not now and, after completion of the sale of the Securities as contemplated hereunder will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and is not and will not be an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.

(ff) [Reserved]

(gg) No Stabilization or Manipulation.  None of
Parent, any Subsidiary, or any controlled affiliate (within the meaning of Rule 144 under the Securities Act) of the Company has (i) taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would
reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security of Parent or any Subsidiary to facilitate the sale or distribution of the Securities or (ii) since the date of the Preliminary
Prospectus (A) sold, bid for, purchased or paid any person any compensation for soliciting purchases of the Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of Parent or
any Subsidiary.

(hh) Financial Statements.  The historical
financial statements and the related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus present fairly the financial position of (x) Parent and its consolidated
subsidiaries and (y) Sprint and its consolidated subsidiaries as of the dates indicated and the results of their operations and their cash flows for the periods specified in all material respects; such financial statements have been prepared in
conformity with U.S. GAAP applied on a consistent basis throughout the periods covered thereby in all material respects.  The other historical financial, as adjusted and statistical information included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Prospectus and that is derived from the historical financial information and statements presents fairly the information included therein in all material respects and has been prepared on a
basis consistent with that of the financial statements and historical and as adjusted financial information and statements that are included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus
and the books and records of the respective entities presented therein and, to the extent such information is a range, projection or estimate, is based on the good faith belief and estimates of the management of Parent or Sprint, as applicable.  The
interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information called for in all material respects and
have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.  The pro forma financial statements (including the notes thereto) or other pro forma financial information included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Prospectus (A) comply as to form in all material respects with the applicable requirements of Regulation S-X, (B) have been prepared in accordance with the Commission’s applicable rules and
guidelines with respect to pro forma financial statements and (C) have been properly computed and presented on the bases described therein; and subject to all of the qualifications contained therein, the assumptions used in preparing the pro forma
financial statements or other pro forma financial information included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus provide a reasonable basis for presenting the significant effects
directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the
corresponding historical financial statement amounts.

(ii) Independent Auditors
PricewaterhouseCoopers LLP (“PwC”), who have certified the financial statements and supporting schedules and information of Parent and its consolidated subsidiaries included as part of the
Registration Statement, the Time of Sale Information and the Prospectus with respect to their financial position at December 31, 2019 and 2018 and their results of operations and cash flows for each of the three years ended December 31, 2019, 2018
and 2017, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.  Deloitte & Touche LLP (“Deloitte” and, together with PwC, the “Independent Auditors”), who have certified the financial statements and supporting schedules and information of Sprint and its consolidated subsidiaries included as part of the Registration
Statement, the Time of Sale Information and the Prospectus with respect to their financial position at March 31, 2020 and 2019 and their results of operations and cash flows for each of the three years ended March 31, 2020, 2019 and 2018, was as of
such date an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

(jj) Statistical and Market Data.  The
statistical, industry-related and market-related data that is included in the Registration Statement, the Time of Sale Information and the Prospectus are based on, or derived from, sources which the Company and the Guarantors reasonably and in good
faith believe are reliable and accurate in all material respects, and such data agree with the sources from which they are derived in all material respects.

(kk) Margin Rules.  Neither the issuance, sale
and delivery of the Securities nor the application of the proceeds thereof by the Company as described in each of the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board of Governors.

(ll) Solvency.  Parent and the Subsidiaries, on
a consolidated basis, are not, nor will Parent and the Subsidiaries, on a consolidated basis, be, after giving effect to the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated
thereby, (i) left with unreasonably small capital with which to carry on their businesses as proposed to be conducted, (ii) unable to pay their debts (contingent or otherwise) as they mature or (iii) insolvent.  After giving effect to the execution,
delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby, the fair value and present fair saleable value of the assets of Parent and its Subsidiaries, on a consolidated basis, exceeds the
amount that will be required to be paid on or in respect of their existing debts and other liabilities (including contingent liabilities) as they become absolute and matured.

(mm) No Broker’s Fees.  Except pursuant to this
Agreement, there are no contracts, agreements or understandings between or among Parent and the Subsidiaries, and any other person that would give rise to a valid claim against Parent or any Subsidiary or the Underwriters for a brokerage commission,
finder’s fee or like payment in connection with the Offering.

(nn) Default Under Contracts.  None of Parent or
any of the Subsidiaries is in default under any of the contracts described in the Registration Statement, the Time of Sale Information and the Prospectus, has received a notice or claim of any such default or has knowledge of any breach of such
contracts by the other party or parties thereto, except such defaults or breaches as would not, individually or in the aggregate, have a Material Adverse Effect.

(oo) Selling Restrictions.  Neither Parent nor
any Subsidiary has distributed or, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Securities, will distribute any material in connection with the Offering other than the Registration Statement, the
Time of Sale Information and the Prospectus or other material, if any, not prohibited by the Securities Act and the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”)
(or regulations promulgated under the Securities Act or the FSMA) and approved by the Representative, such approval not to be unreasonably withheld, conditioned or delayed.

(pp) Status under the Securities Act.  The
Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the Offering.

(qq) [Reserved]

(rr) Sarbanes-Oxley Act.  Parent is in
compliance in all material respects with, and there is and has been no failure on the part of Parent’s directors or officers, in the capacities as such, to comply in all material respects with, all applicable provisions of the Sarbanes-Oxley Act.

(ss) Compliance with Money Laundering Laws.  The
operations of Parent and the Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where Parent and the Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving Parent or any Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the Company’s and the Guarantors’ knowledge, threatened.

(tt) No Conflicts with Sanctions Laws.  None of
Parent, any Subsidiary, or, to the Company’s and the Guarantors’ knowledge, any director, officer, agent, employee or controlled affiliate of Parent or any Subsidiary is currently the subject or the target of any sanctions administered or enforced by
the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other applicable sanctions authority (collectively, “Sanctions”), nor is Parent or any
Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or
entity, (i) to finance or facilitate the activities of any person subject to any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country, except as authorized by applicable Sanctions with respect to Cuba or (iii)
in any other manner that will result in a violation by any Underwriter of Sanctions.  For the past five years, Parent and the Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person
that is the subject of any Sanctions or with any Sanctioned Country except as authorized by applicable Sanctions with respect to Cuba.

(uu) Foreign Corrupt Practices Act Matters.  For
the past five years, neither Parent nor any Subsidiary nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or controlled affiliate of Parent or any Subsidiary has (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign
or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political
party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed,
requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit.  Parent and the
Subsidiaries have instituted, maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(vv) Reliance.  Any certificate signed by or on
behalf of the Company or any Guarantor and delivered to the Underwriters or to counsel for the Underwriters pursuant to this Agreement or any of the other Transaction Documents shall be deemed to be a representation and warranty by the Company or
such Guarantor, as the case may be, to the Underwriters as to the matters covered thereby and not a personal representation or warranty by the person executing such certificate.  Each of the Company and the Guarantors acknowledge that the
Underwriters, for purposes of the opinions to be delivered to the Underwriters pursuant to Section 6 hereof, counsel for the Company and the Guarantors and counsel for the Underwriters, will rely upon the accuracy and truth of the foregoing
representations and hereby consent to such reliance.

(ww) Cyber Security; Data Protection.  The
information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) of Parent and the
Subsidiaries are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of Parent and the Subsidiaries as currently conducted, and are, to the knowledge of each of them, free and
clear of any material adverse impacts caused by material bugs, errors, defects, Trojan horses, time bombs and malware.  Parent and the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, to the knowledge of the Company and the Guarantors.  There have been no known breaches, violations, outages or unauthorized uses of or
accesses of the IT Systems (including Personal Data) that have created a materially adverse impact on the ability of Parent or its Subsidiaries to conduct their business.  Parent and the Subsidiaries have policies and procedures (including oversight
and testing procedures) designed to promote and ensure material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the privacy and security of IT Systems and Personal Data.

4. Further Agreements of the Company and the Guarantors.  The Company and each of the Guarantors
jointly and severally covenants and agrees with each Underwriter that:

(a) Required Filings.  The Company will file the
final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the term sheet in the form of Annex B hereto)
to the extent required by Rule 433 under the Securities Act; and Parent will file within the time periods required by the Exchange Act (including all extensions permitted by Rule 12b-25 thereunder) all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection
with the Offering; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business
day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request.  The Company will pay the registration fees for this Offering within the time period required by Rule 456(b)(1)(i) under the Securities
Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(b) Delivery of Copies.  The Company will
deliver, without charge, (i) to the Representative, upon request, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents
incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the
Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representative may
reasonably request.  As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of
counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements; Issuer Free Writing
Prospectuses
.  During the Prospectus Delivery Period, before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration
Statement or the Prospectus, the Company will furnish to the Representative and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and, except as required by applicable law, will not
make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representative reasonably objects.

(d) Notice to the Representative.  The Company
will advise the Representative promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has become effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free
Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration
Statement or any other request by the Commission for any additional information; (iv) of the receipt by the Company of any order of the Commission suspending the effectiveness of the Registration Statement or preventing or suspending the use of any
Preliminary Prospectus, any of the Time of Sale Information or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the
Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser,
not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the
receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use
commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any Time of Sale Information or the Prospectus or
suspending any such qualification of the Securities and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

(e) Time of Sale Information.  If at any time
prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will
immediately notify the Underwriters thereof and promptly prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate, such
amendments or supplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference) as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented
(including such documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so that the Time of Sale Information will comply with law.

(f) Ongoing Compliance.  If during the
Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply
with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such
amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such documents to be
incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(g) Blue Sky Compliance.  The Company will, with
cooperation from the Representative and the counsel for the Underwriters, qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such
qualifications in effect so long as required for the offering and sale of the Securities but in no event longer than 180 days from the Closing Date; provided that neither the Company nor any of the Guarantors
shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) execute or file any general consent to service of process in
any such jurisdiction or take any other action that would subject itself to general service of process in such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) Earning Statement.  The Company will make
generally available to its security holders and the Representative as soon as practicable an earning statement (which need not be audited) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated
thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company (and Parent) occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(i) Clear Market.  During the period from the
date hereof through and including the Closing Date, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or
guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

(j) Use of Proceeds.  The Company will apply the
net proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Use of Proceeds.”

(k) No Stabilization.  Neither the Company nor
any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(l) Record Retention.  The Company will,
pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5. Certain Agreements of the Underwriters.  Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to, or participate in the
planning for use of, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the
Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission
pursuant to Rule 433 under the Securities Act, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free
writing prospectus prepared by such Underwriter and approved by the Company in advance in writing.  Notwithstanding the foregoing, each Underwriter may use a term sheet in the form of Annex B hereto or a different term sheet that contains no
information other than the information set forth on Annex B without the consent of the Company.

(b) It is not subject to any pending proceeding under Section 8A of the Securities Act
with respect to the Offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations.  The obligation of each Underwriter to purchase
Securities on the Closing Date as provided herein is subject to the performance by the Company and the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order.  No
order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the
Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities
Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative.

(b) Representations and Warranties.  The
representations and warranties of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and the Guarantors and their respective officers, in
each case, made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c) No Downgrade.  Subsequent to the earlier of
(A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by Parent or any of the
Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or
has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed by Parent or any of the Subsidiaries (other than an announcement with positive implications of a possible
upgrading).

(d) No Material Adverse Change.  No event or
condition of a type described in Section 3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding
any amendment or supplement thereto) and the effect of which in the judgment of the Representative is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and
in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e) Officer’s Certificate.  The Representative
shall have received on and as of the Closing Date a certificate from the chief financial officer of the Company (in his capacity as such) and that is in form and substance reasonably satisfactory to the Representative (i) confirming that, to the
knowledge of such officer, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true
and correct and that each of the Company and the Guarantors have complied with all agreements and satisfied all conditions on its or their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth
in paragraphs (a) and (d) above.

(f) Comfort Letters.  On the date hereof and on
the Closing Date, (i) PwC shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the
Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the Company financial statements and certain financial information contained or incorporated by
reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days
prior to the Closing Date and (ii) Deloitte shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably
satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to Sprint financial statements and certain financial information contained or
incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three
business days prior to the Closing Date.

(g) Opinion and 10b-5 Statement of Counsel for the
Company and the Guarantors; Opinion of Local Counsel for certain Guarantors
.  (A) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the
Company, its written opinion (which shall include a 10b-5 Statement), dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (B) Polsinelli P.C., counsel for certain of the
Guarantors, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.

(h) Opinion of Federal Communications Regulatory
Counsel
.  Wiley Rein LLP, federal communications regulatory counsel for the Company, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in
form and substance reasonably satisfactory to the Representative and Cahill Gordon & Reindel llp, counsel for the Underwriters.

(i) Opinion and 10b-5 Statement of Counsel for the
Underwriters
.  The Representative shall have received on and as of the Closing Date an opinion and 10b-5 Statement of Cahill Gordon & Reindel llp, counsel for the Underwriters, with respect
to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No Legal Impediment to Issuance.  No action
shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the
Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

(k) Good Standing.  The Representative shall
have received on and as of, or as near as practicably possible to, the Closing Date reasonably satisfactory evidence of the good standing of the Company and the Guarantors in their respective jurisdictions of organization, in each case in writing or
any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(l)      DTC Eligibility.  The
Notes shall be eligible for clearance and settlement through DTC.

(m) Supplemental Indentures.  At the Closing Date, each of the Company and the Guarantors shall have entered into each Supplemental Indenture in form and substance reasonably satisfactory to the Underwriters, and the Underwriters shall have
received executed copies thereof.

(n) Additional Documents.  On or prior to the
Closing Date, the Company and the Guarantors shall have furnished to the Representative such further certificates and documents as the Representative may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters.  The
Company and each of the Guarantors agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and actual out-of-pocket legal fees and other reasonable and actual out-of-pocket
expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue
statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to an Underwriter furnished to the Company in writing by such Underwriter through the
Representative expressly for use therein.

(b) Indemnification of the Company and the Guarantors

Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless (i) each of the Company and the Guarantors, (ii) each of their respective directors and officers who signed the Registration Statement and (iii) each person, if any,
who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being
understood and agreed that the only such information consists of the following: the third sentence of the sixth paragraph and the ninth paragraph in the section entitled “Underwriting” in the Prospectus.

(c) Notice and Procedures.  If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in
writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraphs (a) and (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraphs (a) and (b) above.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified
the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person (which consent shall not be unreasonably withheld,
conditioned or delayed) be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall
pay the fees and expenses of such proceeding and shall pay the fees and expenses of counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, in which case in these clauses (i) through (iv), the Indemnifying Person’s obligations shall be for reasonable and actual outside counsel fees and expenses.  It is understood and agreed that
the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the
Representative and any such separate firm for the Company and the Guarantors, each of their respective directors, each of their respective officers who signed the Registration Statement and any control persons of the foregoing shall be designated in
writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution.  If the indemnification
provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors, as applicable, on the one hand and the Underwriters on the other from the Offering and also to reflect the relative fault of the Company and the Guarantors on the one hand and the Underwriters on
the other, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Guarantors, as applicable, on the one hand and the Underwriters on the other shall be deemed to be in the same respective
proportions as the net proceeds (before deducting expenses) received by the Company and the Guarantors from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each
case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities.  The relative fault of the Company and the Guarantors, as applicable, on the one hand and the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the
Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability.  The Company, the
Guarantors, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section

7, in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective
purchase obligation hereunder and not joint.

(f) Non-Exclusive Remedies.  The remedies
provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement.  This Agreement shall become effective upon the execution and delivery
of a counterpart hereof by each of the parties hereto.

9. Termination.  This Agreement may be terminated in the absolute discretion of the Representative,
by written notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market;
(ii) trading of any securities issued or guaranteed by Parent or any Subsidiaries shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by
federal or New York State authorities; (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the reasonable judgment
of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the Offering; or (v) other than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, the occurrence of
any change in the financial condition, business, properties, assets, prospects or results of operations of Parent and its subsidiaries, taken as a whole, that, in the reasonable judgment of the Representative, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10. Default by One or More of the Underwriters.

(a) If one or more of the Underwriters shall fail at the Closing Date to purchase any of the 2026 Notes, the
2029 Notes and/or the 2031 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Notes”), then the non-defaulting Underwriters shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters, to purchase all, but not less than all, of such Defaulted Notes, as the case may be, in such amounts as may be agreed upon and upon
the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then:

(i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the
respective aggregate principal amounts of 2026 Notes, the 2029 Notes and/or the 2031 Notes, as the case may be, to be purchased on such date pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective underwriting obligations under this Agreement bear to the purchase obligations of all non-defaulting Underwriters of such 2026 Notes, the 2029 Notes and/or the 2031 Notes, as
the case may be; or

(ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the
respective aggregate principal amounts of 2026 Notes, the 2029 Notes and/or the 2031 Notes, as the case may be, to be purchased on such date pursuant to this Agreement, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.

(b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from
liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the non-defaulting Underwriters and the Company shall have the right to postpone the Closing Date for a period not
exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangement.

11. Payment of Expenses.

(a) Whether or not the Transactions are consummated or this Agreement is terminated, the Company and each of
the Guarantors jointly and severally agree to pay or cause to be paid all reasonable costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance,
sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer
Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents;
(iv) the fees and expenses of the Company’s counsel and the Independent Auditors; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws
of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for
rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any outside counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with,
and clearance of the Offering by the Financial Industry Regulatory Authority, Inc.; and (ix) all expenses and application fees incurred in connection with the approval of the Notes for book-entry transfer by DTC.  The Company shall not be obligated
to pay any expenses incurred in connection with any “road show” presentation to potential investors (including investor meetings, ground transportation, conference calls, NetRoadshow and document processing).  Neither the Company nor any Guarantor
shall be obligated in any manner to pay or reimburse any expenses or other costs of any of the Underwriters, other than as set forth in clauses (v), (viii) and (ix) of this paragraph, paragraph (b) of this Section and pursuant to Section 7,
including, but not limited to, the costs and expenses of the Underwriters’ legal counsel or any costs incurred by the Underwriters.

(b) If (i) this Agreement is terminated pursuant to Section 9 (other than clauses (i), (iii) and
(iv) of Section 9), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees
to reimburse the Underwriters for all reasonable and actual out-of-pocket costs and expenses (including the fees and expenses of its outside counsel) reasonably incurred by the Underwriters in connection with this Agreement and the Offering.

12. Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of any Underwriter referred to in Section 7 hereof.  Nothing in this Agreement
is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.  No purchaser of Securities from an Underwriter shall be deemed to be a
successor merely by reason of such purchase.

13. Survival.  The respective indemnities, rights of contribution, representations, warranties and
agreements, as applicable, of the Company, the Guarantors and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company, the Guarantors or the Underwriters.  The respective representations,
agreements, covenants, indemnities and other statements set forth in Sections 7 and 11 shall survive the termination of this Agreement, regardless of any termination or cancellation of this Agreement.

14. Certain Defined Terms.  For purposes of this Agreement, (a) except where otherwise expressly
provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business day
means any day other than a day on which banks are permitted or required to be closed in New York City.

15. Miscellaneous.

(a) Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.  Notices to the Underwriters shall be given to Deutsche Bank Securities Inc., 60 Wall Street, New York, New
York  10005, Attention: Leveraged Debt Capital Markets, with a copy at the same address to: Attention of the General Counsel, 36th Floor, Facsimile: (646) 374-1071, with a copy to Cahill Gordon & Reindel llp,
32 Old Slip, New York, New York 10005, Attention: John A. Tripodoro, Esq. and Marc R. Lashbrook, Esq.  If sent to the Company and the Guarantors, all communications hereunder shall be mailed, delivered, couriered or faxed and confirmed in writing to
T-Mobile USA, Inc., 12920 SE 38th Street, Bellevue, Washington 98006, Attention: General Counsel, and with copies to Fried, Frank, Harris, Shriver & Jacobson LLP,
One New York Plaza, New York, New York 10004, Attention: Daniel J. Bursky, Esq. and Mark Hayek, Esq.

(b) Governing Law.  This Agreement and any claim, controversy or
dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

(c) Counterparts.  This Agreement may be signed in counterparts
(which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(d) Amendments or Waivers.  No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(e) Headings.  The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

(f) Entire Agreement.  This Agreement constitutes the entire
agreement among the parties hereto and supersedes all prior and contemporaneous agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof.

(g) Waiver of Jury Trial.  Each of the parties hereto hereby waives
any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

(h) Compliance with USA Patriot Act. In accordance with the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) and the requirements of 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”)) (the
USA Patriot Act”), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including Parent and the Company, which information may
include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients in accordance with the USA Patriot Act or the Beneficial Ownership Regulation.

(i) Submission to Jurisdiction; Venue.
Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the City of New York and County of New York over any suit, action, or proceeding arising out of or relating to this Agreement.  Each
of the parties hereto irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought
in an inconvenient forum.  Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding and may be enforced in any other jurisdictions by suit on the judgment
or in any other lawful manner.

16. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 16:

BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

Covered Entity” means any of the following:

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the regulations promulgated thereunder.

17. Execution of Assignments and Certain Other Documents. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Agreement and any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act; provided that, in respect of documents to be signed by entities established within the European Union, the Electronic Signature qualifies as a “qualified electronic signature” within the meaning of the Regulation
(EU) n°910/2014 of the European parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transaction in the internal market as amended from time to time.

For the purpose of this Section 17, “Electronic Signature” means any electronic symbol or process attached to, or associated with, a contract or other record
and adopted by a person with the intent to sign, authenticate or accept such contract or record.

[Signature pages follow]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

  Very truly yours,
   

 

T–MOBILE US, INC., as Parent
     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Senior Vice President, Treasury and Treasurer

 

T–MOBILE USA, INC.
     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Senior Vice President, Treasury and Treasurer

[Underwriting Agreement]

 

ALDA WIRELESS HOLDINGS, LLC

AMERICAN TELECASTING DEVELOPMENT, LLC

AMERICAN TELECASTING OF ANCHORAGE, LLC

AMERICAN TELECASTING OF COLUMBUS, LLC

AMERICAN TELECASTING OF DENVER, LLC

AMERICAN TELECASTING OF FORT MYERS, LLC

AMERICAN TELECASTING OF FT. COLLINS, 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 REDDING, LLC

AMERICAN TELECASTING OF SANTA BARBARA, 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

ASSURANCE WIRELESS USA, L.P.

ATI SUB, LLC

BOOST WORLDWIDE, LLC

BROADCAST CABLE, LLC

CLEAR WIRELESS LLC

CLEARWIRE COMMUNICATIONS LLC

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, each as a Guarantor

     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Senior Vice President, Treasury and Treasurer

 

CLEARWIRE XOHM LLC

FIXED WIRELESS HOLDINGS, LLC

FRESNO MMDS ASSOCIATES, LLC

IBSV LLC

KENNEWICK LICENSING, LLC

L3TV CHICAGOLAND CABLE SYSTEM, LLC

L3TV COLORADO CABLE SYSTEM, LLC

L3TV DALLAS CABLE SYSTEM, LLC

L3TV DC CABLE SYSTEM, LLC

L3TV DETROIT CABLE SYSTEM, LLC

L3TV LOS ANGELES CABLE SYSTEM, LLC

L3TV MINNEAPOLIS CABLE SYSTEM, LLC

L3TV NEW YORK CABLE SYSTEM, LLC

L3TV PHILADELPHIA CABLE SYSTEM, LLC

L3TV SAN FRANCISCO CABLE SYSTEM, LLC

L3TV SEATTLE CABLE SYSTEM, LLC

LAYER3 TV, 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

MINORCO, LLC

NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.

NEXTEL OF NEW YORK, INC.

NEXTEL RETAIL STORES, LLC

NEXTEL SOUTH CORP.

NEXTEL SYSTEMS, LLC, each as a Guarantor

     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Senior Vice President, Treasury and Treasurer

 

NEXTEL WEST CORP.

NSAC, LLC

PCTV GOLD II, LLC

PCTV SUB, LLC

PEOPLE’S CHOICE TV OF HOUSTON, LLC

PEOPLE’S CHOICE TV OF ST. LOUIS, LLC

PRWIRELESS PR, LLC

PUSHSPRING, INC.

SFE 1, LLC

SFE 2, LLC

SIHI NEW ZEALAND HOLDCO, INC.

SN HOLDINGS (BR I) LLC

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 COMMUNICATIONS, INC.

SPRINT CONNECT LLC

SPRINT CORPORATION, a Delaware corporation

SPRINT CORPORATION, a Kansas corporation

SPRINT CORPORATION, a Missouri corporation

SPRINT EBUSINESS, INC.

SPRINT ENTERPRISE MOBILITY, LLC

SPRINT ENTERPRISE NETWORK SERVICES, INC.

SPRINT EWIRELESS, INC., each as a Guarantor

     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Senior Vice President, Treasury and Treasurer

 

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 HOLDING COMPANY, LLC

SPRINT SPECTRUM REALTY COMPANY, LLC

SPRINT/UNITED MANAGEMENT COMPANY

TDI ACQUISITION SUB, LLC

THEORY MOBILE, INC.

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 LLC

T-MOBILE SOUTH LLC

T-MOBILE WEST LLC

TMUS INTERNATIONAL LLC

TRANSWORLD TELECOM II, LLC

USST OF TEXAS, INC.

UTELCOM LLC

VIRGIN MOBILE USA – EVOLUTION, LLC

VMU GP, 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., each as a Guarantor

     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Senior Vice President, Treasury and Treasurer

 

SPRINTCOM, INC.

SPRINT SPECTRUM L.P.

T-MOBILE FINANCIAL LLC

T-MOBILE LEASING LLC, each as a Guarantor

     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Assistant Treasurer

 

T-MOBILE CENTRAL LLC, as a Guarantor
     

 

By: /s/ Johannes Thorsteinsson

 

Name:

Johannes Thorsteinsson

    Title:

Vice President

Accepted:  January 11, 2021

DEUTSCHE BANK SECURITIES INC., on behalf of itself and as the Representative of the Underwriters

By: /s/ Joseph Devine  

 

Name: Joseph Devine  

 

Title: Director  
By: /s/ Alexandra Barth  

 

Name: Alexandra Barth  

 

Title: Managing Director  

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter

   

2026 Notes

2029 Notes

2031 Notes

Deutsche Bank Securities Inc.

   

$147,000,000

$147,000,000

$147,000,000

Citigroup Global Markets Inc.

   

$147,000,000

$147,000,000

$147,000,000

Credit Suisse Securities (USA) LLC

   

$147,000,000

$147,000,000

$147,000,000

Goldman Sachs & Co. LLC

   

$147,000,000

$147,000,000

$147,000,000

Barclays Capital Inc.

   

$98,000,000

$98,000,000

$98,000,000

J.P. Morgan Securities LLC

   

$98,000,000

$98,000,000

$98,000,000

Morgan Stanley & Co. LLC

   

$98,000,000

$98,000,000

$98,000,000

RBC Capital Markets, LLC

   

$98,000,000

$98,000,000

$98,000,000

Academy Securities, Inc.

   

$5,000,000

$5,000,000

$5,000,000

C.L. King & Associates, Inc.

   

$5,000,000

$5,000,000

$5,000,000

Great Pacific Securities

   

$5,000,000

$5,000,000

$5,000,000

Mischler Financial Group, Inc.

   

$5,000,000

$5,000,000

$5,000,000

           

Total

   

$1,000,000,000

$1,000,000,000

$1,000,000,000

           

Schedule 2

Guarantors

Entity

Jurisdiction of Organization

Alda Wireless Holdings, LLC

Delaware

American Telecasting Development, LLC

Delaware

American Telecasting of Anchorage, LLC

Delaware

American Telecasting of Columbus, LLC

Delaware

American Telecasting of Denver, LLC

Delaware

American Telecasting of Fort Myers, LLC

Delaware

American Telecasting of Ft. Collins, LLC

Delaware

American Telecasting of Green Bay, LLC

Delaware

American Telecasting of Lansing, LLC

Delaware

American Telecasting of Lincoln, LLC

Delaware

American Telecasting of Little Rock, LLC

Delaware

American Telecasting of Louisville, LLC

Delaware

American Telecasting of Medford, LLC

Delaware

American Telecasting of Michiana, LLC

Delaware

American Telecasting of Monterey, LLC

Delaware

American Telecasting of Redding, LLC

Delaware

American Telecasting of Santa Barbara, LLC

Delaware

American Telecasting of Seattle, LLC

Delaware

American Telecasting of Sheridan, LLC

Delaware

American Telecasting of Yuba City, LLC

Delaware

APC Realty and Equipment Company, LLC

Delaware

Assurance Wireless of South Carolina, LLC

Delaware

Assurance Wireless USA, L.P.

Delaware

ATI Sub, LLC

Delaware

Boost Worldwide, LLC

Delaware

Broadcast Cable, LLC

Delaware

Clear Wireless LLC

Nevada

Clearwire Communications LLC

Delaware

Clearwire Hawaii Partners Spectrum, LLC

Nevada

Clearwire IP Holdings LLC

New York

Clearwire Legacy LLC

Delaware

Clearwire Spectrum Holdings II LLC

Nevada

Clearwire Spectrum Holdings III LLC

Nevada

Clearwire Spectrum Holdings LLC

Nevada

Clearwire XOHM LLC

Delaware

Fixed Wireless Holdings, LLC

Delaware

Fresno MMDS Associates, LLC

Delaware

Entity

Jurisdiction of Organization

IBSV LLC

Delaware

Kennewick Licensing, LLC

Delaware

L3TV Chicagoland Cable System, LLC

Delaware

L3TV Colorado Cable System, LLC

Delaware

L3TV Dallas Cable System, LLC

Delaware

L3TV DC Cable System, LLC

Delaware

L3TV Detroit Cable System, LLC

Delaware

L3TV Los Angeles Cable System, LLC

Delaware

L3TV Minneapolis Cable System, LLC

Delaware

L3TV New York Cable System, LLC

Delaware

L3TV Philadelphia Cable System, LLC

Delaware

L3TV San Francisco Cable System, LLC

Delaware

L3TV Seattle Cable System, LLC

Delaware

Layer3 TV, LLC

Delaware

MetroPCS California, LLC

Delaware

MetroPCS Florida, LLC

Delaware

MetroPCS Georgia, LLC

Delaware

MetroPCS Massachusetts, LLC

Delaware

MetroPCS Michigan, LLC

Delaware

MetroPCS Networks California, LLC

Delaware

MetroPCS Networks Florida, LLC

Delaware

MetroPCS Nevada, LLC

Delaware

MetroPCS New York, LLC

Delaware

MetroPCS Pennsylvania, LLC

Delaware

MetroPCS Texas, LLC

Delaware

MinorCo, LLC

Delaware

Nextel Communications of the Mid-Atlantic, Inc.

Delaware

Nextel of New York, Inc.

Delaware

Nextel Retail Stores, LLC

Delaware

Nextel South Corp.

Georgia

Nextel Systems, LLC

Delaware

Nextel West Corp.

Delaware

NSAC, LLC

Delaware

PCTV Gold II, LLC

Delaware

PCTV Sub, LLC

Delaware

People’s Choice TV of Houston, LLC

Delaware

People’s Choice TV of St. Louis, LLC

Delaware

PRWireless PR, LLC

Delaware

PushSpring, Inc.

Delaware

SFE 1, LLC

Delaware

SFE 2, LLC

Delaware

SIHI New Zealand Holdco, Inc.

Kansas

SN Holdings (BR I) LLC

Delaware

SpeedChoice of Detroit, LLC

Delaware

SpeedChoice of Phoenix, LLC

Delaware

Sprint (Bay Area), LLC

Delaware

Sprint Capital Corporation

Delaware

Sprint Communications Company L.P.

Delaware

Sprint Communications Company of New Hampshire, Inc.

New Hampshire

Sprint Communications Company of Virginia, Inc.

Virginia

Entity

Jurisdiction of Organization

Sprint Communications, Inc.

Kansas

Sprint Connect LLC

Delaware

Sprint Corporation

Kansas

Sprint Corporation (Inactive)

Missouri

Sprint Corporation

Delaware

Sprint eBusiness, Inc.

Kansas

Sprint Enterprise Mobility, LLC

Delaware

Sprint Enterprise Network Services, Inc.

Kansas

Sprint eWireless, Inc.

Kansas

Sprint International Communications Corporation

Delaware

Sprint International Holding, Inc.

Kansas

Sprint International Incorporated

Delaware

Sprint International Network Company LLC

Delaware

Sprint PCS Assets, L.L.C.

Delaware

Sprint Solutions, Inc.

Delaware

Sprint Spectrum Holding Company, LLC

Delaware

Sprint Spectrum L.P.

Delaware

Sprint Spectrum Realty Company, LLC

Delaware

Sprint/United Management Company

Kansas

SprintCom, Inc.

Kansas

TDI Acquisition Sub, LLC

Delaware

Theory Mobile, Inc.

Delaware

T-Mobile Central LLC

Delaware

T-Mobile Financial LLC

Delaware

T-Mobile Leasing LLC

Delaware

T-Mobile License LLC

Delaware

T-Mobile Northeast LLC

Delaware

T-Mobile PCS Holdings LLC

Delaware

T-Mobile Puerto Rico Holdings LLC

Delaware

T-Mobile Puerto Rico LLC

Delaware

T-Mobile Resources LLC

Delaware

T-Mobile South LLC

Delaware

T-Mobile US, Inc.

Delaware

T-Mobile West LLC

Delaware

TMUS International LLC

Delaware

Transworld Telecom II, LLC

Delaware

USST of Texas, Inc.

Texas

Utelcom LLC

Kansas

Virgin Mobile USA – Evolution, LLC

Delaware

VMU GP, LLC

Delaware

WBS of America, LLC

Delaware

WBS of Sacramento, LLC

Delaware

WBSY Licensing, LLC

Delaware

WCOF, LLC

Delaware

Wireless Broadband Services of America, L.L.C.

Delaware

Wireline Leasing Co., Inc.

Delaware

Schedule 3

Subsidiaries of Parent

 

Entity

Jurisdiction of

Organization

Clearwire XOHM LLC

Delaware

Alda Wireless Holdings, LLC

Delaware

American Telecasting Development, LLC

Delaware

American Telecasting of Anchorage, LLC

Delaware

American Telecasting of Columbus, LLC

Delaware

American Telecasting of Denver, LLC

Delaware

American Telecasting of Fort Myers, LLC

Delaware

American Telecasting of Ft. Collins, LLC

Delaware

American Telecasting of Green Bay, LLC

Delaware

American Telecasting of Lansing, LLC

Delaware

American Telecasting of Lincoln, LLC

Delaware

American Telecasting of Little Rock, LLC

Delaware

American Telecasting of Louisville, LLC

Delaware

American Telecasting of Medford, LLC

Delaware

American Telecasting of Michiana, LLC

Delaware

American Telecasting of Monterey, LLC

Delaware

American Telecasting of Redding, LLC

Delaware

American Telecasting of Santa Barbara, LLC

Delaware

American Telecasting of Seattle, LLC

Delaware

American Telecasting of Sheridan, LLC

Delaware

American Telecasting of Yuba City, LLC

Delaware

APC Realty and Equipment Company, LLC

Delaware

Assurance Wireless of South Carolina, LLC

Delaware

Assurance Wireless USA, L.P.

Delaware

ATI Sub, LLC

Delaware

Boost Worldwide, LLC

Delaware

Broadcast Cable, LLC

Delaware

Connect CCC, LLC

Delaware

Clear Wireless LLC

Nevada

Clearwire Communications LLC

Delaware

Clearwire Hawaii Partners Spectrum, LLC

Nevada

Clearwire International, LLC

Washington

Clearwire IP Holdings LLC

New York

Clearwire Legacy LLC

Delaware

Clearwire Spectrum Holdings II LLC

Nevada

Clearwire Spectrum Holdings III LLC

Nevada

Clearwire Spectrum Holdings LLC

Nevada

Fixed Wireless Holdings, LLC

Delaware

Fresno MMDS Associates, LLC

Delaware

Huron Merger Sub LLC

Delaware

IBSV LLC

Delaware

Kennewick Licensing, LLC

Delaware

L3TV Chicagoland Cable System, LLC

Delaware

L3TV Colorado Cable System, LLC

Delaware

L3TV Dallas Cable System, LLC

Delaware

L3TV DC Cable System, LLC

Delaware

L3TV Detroit Cable System, LLC

Delaware

L3TV Los Angeles Cable System, LLC

Delaware

L3TV Minneapolis Cable System, LLC

Delaware

L3TV New York Cable System, LLC

Delaware

L3TV Philadelphia Cable System, LLC

Delaware

L3TV San Francisco Cable System, LLC

Delaware

L3TV Seattle Cable System, LLC

Delaware

Layer3 TV, LLC

Delaware

MetroPCS California, LLC

Delaware

MetroPCS Florida, LLC

Delaware

MetroPCS Georgia, LLC

Delaware

MetroPCS Massachusetts, LLC

Delaware

MetroPCS Michigan, LLC

Delaware

MetroPCS Networks California, LLC

Delaware

 

Entity

Jurisdiction of

Organization

MetroPCS Networks Florida, LLC

Delaware

MetroPCS Nevada, LLC

Delaware

MetroPCS New York, LLC

Delaware

MetroPCS Pennsylvania, LLC

Delaware

MetroPCS Texas, LLC

Delaware

MinorCo, LLC

Delaware

Nextel Communications of the Mid-Atlantic, Inc.

Delaware

Nextel of New York, Inc.

Delaware

Nextel of Puerto Rico, Inc.

Puerto Rico

Nextel Retail Stores, LLC

Delaware

Nextel South Corp.

Georgia

Nextel Systems, LLC

Delaware

Nextel West Corp.

Delaware

NSAC, LLC

Delaware

PCTV Gold II, LLC

Delaware

PCTV Sub, LLC

Delaware

People’s Choice TV of Houston, LLC

Delaware

People’s Choice TV of St. Louis, LLC

Delaware

PRWireless PR, LLC

Delaware

PushSpring, Inc.

Delaware

SFE 1, LLC

Delaware

SFE 2, LLC

Delaware

SIHI Mexico S. de R.L. de C.V.

Mexico

SIHI New Zealand Holdco, Inc.

Kansas

SIHI Scandinavia AB

Sweden

SN Holdings (BR I) LLC

Delaware

Speedchoice of Detroit, LLC

Delaware

Speedchoice of Phoenix, LLC

Delaware

Sprint (Bay Area), LLC

Delaware

Sprint (Thailand) Limited

Thailand

Sprint Brasil Servicos de Telecomunicacoes Ltda.

Brazil

Sprint Capital Corporation

Delaware

Sprint Communications Company L.P.

Delaware

Sprint Communications Company of New Hampshire, Inc.

New Hampshire

Sprint Communications Company of Virginia, Inc.

Virginia

Sprint Communications, Inc. (formerly Sprint Nextel Corporation)

Kansas

Sprint Connect LLC

Delaware

Sprint Corporation

Delaware

Sprint Corporation

Kansas

Sprint Corporation (Inactive)

Missouri

Sprint eBusiness, Inc.

Kansas

Sprint Enterprise Mobility, LLC

Delaware

Sprint Enterprise Network Services, Inc.

Kansas

Sprint eWireless, Inc.

Kansas

Sprint Federal Management LLC

Delaware

Sprint Federal Operations LLC

Delaware

 

Entity

Jurisdiction of

Organization

Sprint Hong Kong Limited

Hong Kong

Sprint Intermediate HoldCo II LLC

Delaware

Sprint Intermediate HoldCo III LLC

Delaware

Sprint Intermediate HoldCo LLC

Delaware

Sprint International Argentina SRL

Argentina

Sprint International Australia Pty. Limited

Australia

Sprint International Austria GmbH

Austria

Sprint International Caribe LLC

Puerto Rico

Sprint International Chile Limitada

Chile

Sprint International Colombia Ltda.

Colombia

Sprint International Communications Canada ULC

Canada

Sprint International Communications Corporation

Delaware

Sprint International Communications Singapore Pte. Ltd.

Singapore

Sprint International Czech Republic S.R.O.

Czech Republic

Sprint International do Brasil Ltda.

Brazil

Sprint International Holding, Inc.

Kansas

Sprint International Hungary Korlátolt Felelõsségû Társaság

Hungary

Sprint International Incorporated

Delaware

Sprint International Japan Corp.

Japan

Sprint International Korea

Korea

Sprint International Network Company LLC

Delaware

Sprint International New Zealand

New Zealand

Sprint International Norway AS

Norway

Sprint International Spain, S.L.

Spain

Sprint International Taiwan Limited

Taiwan

Sprint International Venezuela, S.R.L.

Venezuela

Sprint PCS Assets, L.L.C.

Delaware

Sprint RUS LLC

Russia

Sprint Solutions, Inc.

Delaware

Sprint Spectrum Co II LLC

Delaware

Sprint Spectrum Co III LLC

Delaware

Sprint Spectrum Co LLC

Delaware

Sprint Spectrum Depositor II LLC

Delaware

Sprint Spectrum Depositor III LLC

Delaware

Sprint Spectrum Depositor LLC

Delaware

Sprint Spectrum Holding Company, LLC

Delaware

Sprint Spectrum L.P.

Delaware

Sprint Spectrum License Holder II LLC

Delaware

Sprint Spectrum License Holder III LLC

Delaware

Sprint Spectrum License Holder LLC

Delaware

Sprint Spectrum PledgeCo II LLC

Delaware

Sprint Spectrum PledgeCo III LLC

Delaware

Sprint Spectrum PledgeCo LLC

Delaware

Sprint Spectrum Realty Company, LLC

Delaware

Sprint Telecom India Private Limited

India

Sprint/United Management Company

Kansas

SprintCom, Inc.

Kansas

Sprintlink Belgium BV

Belgium

SprintLink Denmark ApS

Denmark

SprintLink France SAS

France

SprintLink Germany GmbH

Germany

Sprintlink India Private Limited

India

SprintLink International (Switzerland) GmbH

Switzerland

Sprintlink International Malaysia SDN. BHD.

Malaysia

Sprintlink International Philippines, Inc.

Philippines

SprintLink Ireland Limited

Ireland

SprintLink Italy S.r.l.

Italy

SprintLink Netherlands B.V.

Netherlands

Sprintlink Poland sp. z o.o

Poland

SprintLink UK Limited

United Kingdom

 

Entity

Jurisdiction of

Organization

STC Five LLC

Delaware

STC Four LLC

Delaware

STC One LLC

Delaware

STC Six Company

Delaware

STC Three LLC

Delaware

STC Two LLC

Delaware

TDI Acquisition Sub, LLC

Delaware

Theory Mobile, Inc.

Delaware

T-Mobile Airtime Funding LLC

Delaware

T-Mobile Central LLC

Delaware

T-Mobile Financial LLC

Delaware

T-Mobile Innovations LLC

Delaware

T-Mobile Handset Funding LLC

Delaware

T-Mobile Leasing LLC

Delaware

T-Mobile License LLC

Delaware

T-Mobile Northeast LLC

Delaware

T-Mobile PCS Holdings LLC

Delaware

T-Mobile Puerto Rico Holdings LLC

Delaware

T-Mobile Puerto Rico LLC

Delaware

T-Mobile Resources LLC

Delaware

T-Mobile South LLC

Delaware

T-Mobile USA Foundation

Washington

T-Mobile USA Tower LLC

Delaware

T-Mobile USA, Inc.

Delaware

T-Mobile Ventures LLC

Delaware

T-Mobile West LLC

Delaware

T-Mobile West Tower LLC

Delaware

TMUS Assurance Corporation

Hawaii

TMUS International LLC

Delaware

Transworld Telecom II, LLC

Delaware

USST of Texas, Inc.

Texas

Utelcom LLC

Kansas

Virgin Mobile USA – Evolution, LLC

Delaware

VMU GP, LLC

Delaware

WBS of America, LLC

Delaware

WBS of Sacramento, LLC

Delaware

WBSY Licensing, LLC

Delaware

WCOF, LLC

Delaware

Wireless Broadband Services of America, LLC

Delaware

Wireline Leasing Co., Inc.

Delaware

Annex A

Time of Sale Information

1. Term sheet containing the terms of the Securities, substantially in the form set forth on Annex B
hereto.

Annex B

Pricing Term Sheet

(See attached)

Issuer Free Writing Prospectus filed pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement dated January 11, 2021

Registration No. 333-249079

Pricing Term Sheet

T-MOBILE USA, INC.

$3,000,000,000

$1,000,000,000 2.250% Senior Notes due 2026

$1,000,000,000 2.625% Senior Notes due 2029

$1,000,000,000 2.875% Senior Notes due 2031

Pricing Supplement, dated January 11, 2021, to Preliminary Prospectus Supplement, dated January 11, 2021 (the “Preliminary Prospectus Supplement”), of T-Mobile USA, Inc. This Pricing Supplement is qualified in its
entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it
is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given them in the Preliminary Prospectus Supplement.

Terms Applicable to 2.250% Senior Notes due 2026

Issuer

T-Mobile USA, Inc.

Title of Security

2.250% Senior Notes due 2026 (the “2026 notes”)

Aggregate Principal Amount

$1,000,000,000

Maturity

February 15, 2026

Coupon

2.250%

Public Offering Price

100.000% of principal amount, plus accrued interest from January 14, 2021

Yield to Maturity

2.250%

Spread to Treasury

+ 175 bps

Benchmark

UST 0.375% due December 15, 2025

Gross Proceeds Before Expenses

$1,000,000,000

Net Proceeds Before Expenses

$995,000,000

Optional Redemption

On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including, the redemption date:

Year Percentage
February 15, 2023 101.125%
February 15, 2024
100.563%
February 15, 2024, and thereafter
100.000%

Make-whole call

Prior to February 15, 2023 at a discount rate of Treasury plus 50 bps

Optional redemption with equity proceeds

At any time prior to February 15, 2023, up to 40% of the 2026 notes may be redeemed at 102.250% plus accrued and unpaid interest, if any, to, but not including, the redemption date

Change of Control Triggering Event

101%, plus accrued and unpaid interest, if any, to, but not including, the repurchase date

CUSIP/ISIN Numbers

CUSIP: 87264A BR5

ISIN: US87264ABR59

Terms Applicable to 2.625% Senior Notes due 2029

Issuer

T-Mobile USA, Inc.

Title of Security

2.625% Senior Notes due 2029 (the “2029 notes”)

Aggregate Principal Amount

$1,000,000,000

Maturity

February 15, 2029

Coupon

2.625%

Public Offering Price

100.000% of principal amount, plus accrued interest from January 14, 2021

Yield to Maturity

2.625%

Spread to Treasury

+ 168 bps

Benchmark

UST 2.625% due February 15, 2029

Gross Proceeds Before Expenses

$1,000,000,000

Net Proceeds Before Expenses

$995,000,000

Optional Redemption

On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including, the redemption date:

Year Percentage
February 15, 2024
101.313%
February 15, 20255
100.656%
February 15, 2026 and thereafter6
100.000%

Make-whole call

Prior to February 15, 2024 at a discount rate of Treasury plus 50 bps

Optional redemption with equity proceeds

At any time prior to February 15, 2024, up to 40% of the 2029 notes may be redeemed at 102.625% plus accrued and unpaid interest, if any, to, but not including, the redemption date

Change of Control Triggering Event

101%, plus accrued and unpaid interest, if any, to, but not including, the repurchase date

CUSIP/ISIN Numbers

CUSIP: 87264A BS3

ISIN: US87264ABS33

Terms Applicable to 2.875% Senior Notes due 2031

Issuer

T-Mobile USA, Inc.

Title of Security

2.875% Senior Notes due 2031 (the “2031 notes”)

Aggregate Principal Amount

$1,000,000,000

Maturity

February 15, 2031

Coupon

2.875%

Public Offering Price

100.000% of principal amount, plus accrued interest from January 14, 2021

Yield to Maturity

2.875%

Spread to Treasury

+ 174 bps

Benchmark

UST 0.875% due November 15, 2030

Gross Proceeds Before Expenses

$1,000,000,000

Net Proceeds Before Expenses

$995,000,000

Optional Redemption

On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including, the redemption date:

Year Percentage
February 15, 2026 101.438%
February 15, 2027 100.958%
February 15, 2028 100.479%
February 15, 2029 and thereafter 100.000%

Make-whole call

Prior to February 15, 2026 at a discount rate of Treasury plus 50 bps

Optional redemption with equity proceeds

At any time prior to February 15, 2024, up to 40% of the 2031 notes may be redeemed at 102.875% plus accrued and unpaid interest, if any, to, but not including, the redemption date

Change of Control Triggering Event

101%, plus accrued and unpaid interest, if any, to, but not including, the repurchase date

CUSIP/ISIN Numbers

CUSIP: 87264A BT1

ISIN: US87264ABT16

Terms Applicable to All Notes

Interest Payment Dates

February 15 and August 15.  The first interest payment date will be August 15, 2021

Record Dates

February 1 and August 1

Trade Date

January 11, 2021

Settlement Date

T+3 (January 14, 2021). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such
trade to prevent failed settlement and should consult their own advisors.

Denominations

$2,000 and integral multiples of $1,000

Form of Offering

SEC Registered (Registration No. 333-249079)

Joint Book-Running Managers

Deutsche Bank Securities Inc.

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Goldman Sachs & Co. LLC

Barclays Capital Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

Co-Managers

Academy Securities, Inc.

C.L. King & Associates, Inc.

Great Pacific Securities

Mischler Financial Group, Inc.

Other Changes to the Preliminary Prospectus Supplement:

 

 

The offering size contemplated by the Preliminary Prospectus Supplement shall be increased by $1,000,000,000 from $2,000,000,000 to $3,000,000,000 (the “Offering Upsize”). The sources and uses of funds, capitalization table, and other
information in the Preliminary Prospectus Supplement will be deemed to have changed to reflect the amount of the Offering Upsize and the use of proceeds therefrom.

 

 

The Issuer has filed a registration statement (Registration No. 333-249079) (including a Preliminary Prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read
the Preliminary Prospectus in that registration statement, the related Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC, including those incorporated by reference into the Preliminary Prospectus and Preliminary
Prospectus Supplement, for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the Issuer, the underwriters or any dealer
participating in the offering will arrange to send you the Preliminary Prospectus and related Preliminary Prospectus Supplement if you request it by contacting Deutsche Bank Securities Inc. at Deutsche Bank Securities Inc., Attention: Prospectus
Group, 60 Wall Street, New York, New York 10005-2836, by telephone at +1 (800) 503-4611 or by email at prospectus.cpdg@db.com.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.  Such disclaimers and other notices were automatically generated as a result
of this communication being sent via Bloomberg or another communication system.

-3-


 

Exhibit 4.2

 

 

 

T-MOBILE USA, INC.

 

AND EACH OF THE GUARANTORS PARTY HERETO

 

 

2.250% SENIOR NOTES DUE 2026

 

FORTY-THIRD SUPPLEMENTAL INDENTURE

 

Dated as of January 14, 2021

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

as Trustee

 

 

 

 

TABLE OF CONTENTS

 

      Page
       
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE   1
     
Section 1.01 Definitions   1
Section 1.02 Other Definitions   48
Section 1.03 Rules of Construction   49
       
ARTICLE II. THE NOTES   49
     
Section 2.01 Creation of the Notes; Designations   49
Section 2.02 Forms Generally   49
Section 2.03 Terms of Notes   50
Section 2.04 Transfer and Exchange   51
       
ARTICLE III. REDEMPTION AND PREPAYMENT   52
     
Section 3.01 Optional Redemption   52
Section 3.02 Redemption Procedures   52
       
ARTICLE IV. COVENANTS   52
     
Section 4.03 Reports   53
Section 4.04 Compliance Certificate   53
Section 4.07 Restricted Payments   54
Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries   55
Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock   55
Section 4.10 Asset Sales   58
Section 4.11 Transactions with Affiliates   59
Section 4.12 Liens   59
Section 4.13 Business Activities   60
Section 4.15 Offer to Repurchase Upon Change of Control Triggering Event   60
Section 4.16 Payments for Consent   60
Section 4.17 Additional Note Guarantees   60
Section 4.19 Changes in Covenants When Notes Rated Investment Grade   61
       
ARTICLE V. SUCCESSORS   62
     
Section 5.01 Merger, Consolidation or Sale of Assets   62
Section 5.02 Successor Corporation Substituted   62
       
ARTICLE VI. DEFAULTS AND REMEDIES   63
     
Section 6.01 Events of Default   63
Section 6.02 Acceleration   66

 

 

Section 6.03 Other Remedies   66
Section 6.06 Limitation on Suits   66
       
ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE   67
     
Section 8.01 Legal Defeasance and Covenant Defeasance   67
Section 8.03 Covenant Defeasance   67
Section 8.04 Conditions to Legal or Covenant Defeasance   67
       
ARTICLE IX. AMENDMENT, SUPPLEMENT AND WAIVER   67
     
Section 9.01 Without Consent of Holders of Notes   67
Section 9.02 With Consent of Holders of Notes   68
       
ARTICLE X. NOTE GUARANTEES   68
     
Section 10.05 Guarantors May Consolidate, etc., on Certain Terms   69
       
ARTICLE XI. SATISFACTION AND DISCHARGE   69
     
ARTICLE XII. MISCELLANEOUS   70
     
Section 12.01 Effect of Forty-Third Supplemental Indenture   70
Section 12.02 Governing Law   70
Section 12.03 Waiver of Jury Trial   70
Section 12.04 No Adverse Interpretation of Other Agreements   70
Section 12.05 Successors   70
Section 12.06 Severability   70
Section 12.07 Counterparts   71
Section 12.08 Table of Contents, Headings, etc.   71
Section 12.09 Beneficiaries of this Forty-Third Supplemental Indenture   71
Section 12.10 No Personal Liability of Directors, Officers, Employees and Stockholders   71
Section 12.11 The Trustee   71
       
EXHIBITS
       
Exhibit A Form of Initial Note    

 

 

FORTY-THIRD SUPPLEMENTAL INDENTURE
(this “Forty-Third Supplemental Indenture”), dated as of January 14, 2021 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company
Americas, a New York banking corporation, as Trustee.

 

WHEREAS, the Company has
heretofore executed and delivered an Indenture, dated as of April 28, 2013 (the “Base Indenture”), among the Company, the guarantors party thereto and the Trustee, providing for the issuance from time to time of one or more Series of the
Company’s Notes;

 

WHEREAS, Section 2.02 of the Base
Indenture permits the forms and terms of the Notes of any Series as permitted in Sections 2.01 and 2.02 of the Base Indenture to be established in a supplemental indenture to the Base Indenture;

 

WHEREAS, the Company has requested
the Trustee to join with it and the Guarantors in the execution of this Forty-Third Supplemental Indenture in order to supplement the Base Indenture by, among other things, establishing the forms and certain terms of a Series of Notes to be known as
the Company’s 2.250% Senior Notes due 2026 and adding certain provisions thereto for the benefit of the Holders of the Notes of such Series;

 

WHEREAS, the Company has furnished
the Trustee with a duly authorized and executed Company Order dated January 14, 2021 authorizing the execution of this Forty-Third Supplemental Indenture and the issuance of the Notes established hereby; and

 

WHEREAS, all things necessary to
make this Forty-Third Supplemental Indenture a valid, binding and enforceable agreement of the Company, the Guarantors and the Trustee and a valid supplement to the Base Indenture have been done.

 

NOW, THEREFORE, the Company, the
Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes established hereby:

 

ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section
1.01     
Definitions.

 

The Base Indenture, as amended and
supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013 by and among the Company, the guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture, dated as of August 11, 2014 by and among the Company, the
guarantors party thereto and the Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee, the Thirtieth Supplemental Indenture, dated as of May 9, 2017, by
and among the Company, the guarantors party thereto and the Trustee, the Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among the Company, the guarantors party thereto and the Trustee, the Forty First Supplemental Indenture,
dated as of April 1, 2020, by and among the Company, the guarantors party thereto and the Trustee, the Forty Second Supplemental Indenture, dated as of May 7, 2020, by and among the Company, the guarantors party thereto and the Trustee,

 

 

and supplemented in respect of the Notes of this Series
by the Forty-Third Supplemental Indenture, is collectively referred to as the “Indenture.” All capitalized terms which are used herein and not otherwise defined herein are defined in the Base Indenture and are used herein with the same
meanings as in the Base Indenture. If a capitalized term is defined both in the Base Indenture and this Forty-Third Supplemental Indenture, the definition in this Forty-Third Supplemental Indenture shall apply to the Notes established hereby (and any
Note Guarantee in respect thereof).

 

$1.75B Notes” means (i)
the $1,750,000,000 in principal amount of MetroPCS Wireless, Inc.’s 6.625% Senior Notes due 2023, issued as of March 19, 2013, pursuant to the Indenture, between MetroPCS Wireless, Inc., MetroPCS, Inc., MetroPCS Communications, Inc., the guarantors
party thereto, and Deutsche Bank Trust Company Americas, as supplemented by the First Supplemental Indenture dated March 19, 2013 or the Second Supplemental Indenture dated March 19, 2013 thereto, as applicable, as amended by the Third Supplemental
Indenture dated April 29, 2013, as further supplemented by the Fourth Supplemental Indenture dated May 1, 2013, among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, and as further supplemented by the
Fifth Supplemental Indenture, dated as of July 15, 2013, among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, as further supplemented by the Sixth Supplemental Indenture, dated as of August 11, 2014,
among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (as so supplemented and amended, the “$1.75B Notes Indenture”), (ii) any additional 6.625% Senior Notes due 2023 issued under the $1.75B Notes
Indenture as part of the same series, and (iii) any “Exchange Notes” (as defined in the $1.75B Notes Indenture) relating thereto.

 

2029 Notes” means the
$1,000,000,000 in principal amount of the Company’s 2.625% Senior Notes due 2029 issued pursuant to the Base Indenture, as supplemented by that certain Forty-Fourth Supplemental Indenture dated as of January 14, 2021, among the Company, the
guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.

 

2031 Notes” means the
$1,000,000,000 in principal amount of the Company’s 2.875% Senior Notes due 2031 issued pursuant to the Base Indenture, as supplemented by that certain Forty-Fifth Supplemental Indenture dated as of January 14, 2021, among the Company, the guarantors
named therein and Deutsche Bank Trust Company Americas, as trustee.

 

Asset Acquisition” means:

 

(1)         an Investment by the
Company (or any predecessor thereto) or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any of its Restricted
Subsidiaries, or

 

(2)          an acquisition by the Company (or any predecessor thereto) or any of its Restricted Subsidiaries of the property and assets of any Person, other than the Company or any of its
Restricted Subsidiaries, that constitute all or substantially all of a division, operating unit or line of business of such Person.

 

 

For the avoidance of doubt, the Merger shall be deemed to be an Asset Acquisition.

 

Asset Sale” means:

 

(1)          the sale, lease,
conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.15 of the Base Indenture and/or Section 5.01 of the Base Indenture and not by Section 4.10 of the Base Indenture; and

 

(2)          the issuance of
Equity Interests in any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries.

 

Notwithstanding the preceding,
none of the following items will be deemed to be an Asset Sale:

 

(1)          any single
transaction or series of related transactions that involves assets having a Fair Market Value of less than $100.0 million;

 

(2)          a sale, lease,
conveyance or other disposition of assets or Equity Interests between or among the Company and/or its Restricted Subsidiaries;

 

(3)          an issuance or sale
of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

 

(4)          the sale, lease,
sub-lease, conveyance or other disposition of (a) assets, products, services or accounts receivable in the ordinary course of business, (b) equipment or other assets pursuant to a program for the maintenance or upgrading of such equipment or assets,
or (c) any sale, conveyance or other disposition of damaged, worn-out, uneconomic or obsolete assets in the ordinary course of business;

 

(5)          the sale, conveyance
or other disposition of cash or Cash Equivalents;

 

(6)          a surrender or waiver
of contract rights or settlement, release or surrender of contract, tort or other claims in the ordinary course of business or a grant of a Lien not prohibited by the Indenture;

 

(7)          a Restricted Payment
that does not violate Section 4.07 of the Base Indenture;

 

(8)          arms-length sales,
leases or sub-leases (as lessor or sublessor), sale and leasebacks, assignments, conveyances, transfers or other dispositions of assets or rights to a Person that is a Permitted Joint Venture Investment;

 

(9)          licenses and sales of
intellectual property or other general intangibles (other than FCC Licenses) in the ordinary course of business;

 

(10)        a Permitted
Investment;

 

 

(11)        dispositions of assets
to the ISIS Joint Venture;

 

(12)        one or more sales,
conveyances, leases, subleases, licenses, contributions, or other dispositions, assignments or transfers made as part of, or in connection with, the Towers Transaction;

 

(13)        the settlement or
early termination of any Permitted Bond Hedge Transaction; or

 

(14)        any issuance,
disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary.

 

Bankruptcy Code” means the United States Bankruptcy Code (11 U.S. C. Section 1.1 et seq.), as amended from time to
time.

 

Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

 

Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that (a) in calculating the Beneficial Ownership of any particular “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have Beneficial Ownership of all securities that such “person” has
the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time and (b) in the case of a “group” (as such term is used in Rule 13d-5(b)(1) under the
Exchange Act) which group includes one or more Permitted Holders (or one or more Permitted Holders is deemed to share Beneficial Ownership with one or more other persons of any shares of Capital Stock), (i) such “group” shall be deemed not to have
Beneficial Ownership of any shares held by such Permitted Holder and (ii) any person (other than such Permitted Holder) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any
shares held by such Permitted Holder (or in which any Permitted Holder shares Beneficial Ownership). The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

 

Board of Directors” means:

 

(1)          with respect to a
corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

 

(2)          with respect to a
partnership, the board of directors or managing member of the general partner of the partnership;

 

(3)          with respect to a
limited liability company, the managing member or members or any controlling committee of managing members thereof; and

 

(4)          with respect to
any other Person, the board or committee of such Person serving a similar function.

 

Boost Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of July 26, 2019, among Parent, Sprint
Corporation and DISH Network Corporation and any exhibits

 

 

attached thereto,
as amended, restated, amended and restated, supplemented or otherwise modified or replaced (including a replacement involving different counterparties) from time to time.

 

Bridge Credit Agreement” means the Bridge Term Loan Credit Agreement, dated April 1, 2020, by and among Parent, the
Company, the subsidiaries of the Company party thereto, the financial institutions from time to time parties thereto and Goldman Sachs Bank USA, as administrative agent, together with the related documents thereto (including any term loans and
revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and
other provisions) from time to time.

 

Capital Stock” means:

 

(1)          in the case of a corporation, corporate stock;

 

(2)          in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

 

(3)          in the case of an exempted company, shares;

 

(4)          in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and

 

(5)          any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any
debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

 

Captive Insurance Subsidiary” means any direct or indirect Subsidiary of the Company that bears financial risk or
exposure relating to insurance or reinsurance activities (including without limitation the Reinsurance Entity) and any segregated accounts associated with any such Person.

 

Cash Equivalents” means:

 

(1)          United States
dollars, pounds sterling, euros, the national currency of any member state of the European Union or any other foreign currencies held by the Company and its Restricted Subsidiaries from time to time in the ordinary course of business;

 

(2)          securities issued or
directly and fully guaranteed or insured by the government of the United States of America, the United Kingdom or any country that is a member state of the European Union or any agency or instrumentality thereof (provided that the full faith
and credit of the United States of America, the United Kingdom or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of
acquisition;

 

(3)          demand deposits,
certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities

 

 

not exceeding one year and overnight bank deposits, in
each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

 

(4)          repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

 

(5)          commercial paper
having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;

 

(6)          securities issued and
fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or agency or instrumentality thereof, rated at least “A” by a Rating Agency at the date of acquisition and having maturities of not more
than two years after the date of acquisition;

 

(7)          auction rate
securities rated at least “AA-” or “Aa3” by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;

 

(8)          investments,
classified in accordance with GAAP as current assets of the Company or any of its Restricted Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios
of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition;

 

(9)          any substantially
similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and

 

(10)        deposits or payments
made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable.

 

CFC
means a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.

 

Change
of

Control” means the occurrence of any of the following:

 

(A)          prior to the
occurrence of an Investment Grade Event Election:

 

(1)          the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Restricted Subsidiary or a Permitted Holder;

 

(2)          the adoption of a
plan relating to the liquidation or dissolution of the Company;

 

 

(3)          the consummation of
any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent
(or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or

 

(4)          the Company ceases to
be a direct or indirect Wholly-Owned Subsidiary of Parent; and

 

(B)          following the
occurrence of an Investment Grade Event Election:

 

(1)          the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries taken
as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Subsidiary of Parent or a Permitted Holder;

 

(2)          the consummation of
any transaction (including any merger or consolidation), the result of which is that any “person” (as such term is used in Section 13(d) of the Exchange Act), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of
more than 50% of the Voting Stock of Parent (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or

 

(3)          the Company ceases to
be a direct or indirect Wholly-Owned Subsidiary of Parent.

 

Change
of

Control Triggering Event” with respect to any series of the Notes means:

 

(A)          prior to the
occurrence of an Investment Grade Event Election, the occurrence of a Change of Control (x) that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings
categories) or withdrawal of the rating of such series of Notes within the Ratings Decline Period by at least two out of the three Rating Agencies and (y) the rating of such series of Notes on any day during such Ratings Decline Period is below the
rating by each such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the
relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part,
from the occurrence (or expected occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control; provided, further, that no Change of Control Triggering Event shall be deemed to occur if at
the time of the applicable downgrade the rating of such series of Notes by at least two out of the three Rating Agencies is Investment Grade; and

 

(B)          following the
occurrence of an Investment Grade Event Election, the occurrence of both a Change of Control and a Rating Event.

 

Closing Date” means the
date on which the Merger was consummated, or May 1, 2013.

 

 

Consolidated Cash Flow
means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

 

(1)           provision for
taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

 

(2)          the Consolidated
Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

 

(3)          depreciation,
amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles but excluding amortization of ordinary course prepaid cash expenses that were paid in a prior period) and other non-cash expenses or
charges (excluding any such non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future period or amortization of any ordinary course prepaid cash expense that was paid in a prior period)
of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such Consolidated Net Income; plus

 

(4)          any nonrecurring
or unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to the Towers Transaction, (b) any fees, expenses or charges related to any sale or
offering of Equity Interests of such Person or Parent, any acquisition or disposition or any Indebtedness, in each case that is permitted to be incurred hereunder (in each case, whether or not successful), or the offering, amendment or modification
of any debt instrument, including the offering, any amendment or other modification of the Notes of this Series, provided that Consolidated Cash Flow shall not be deemed to be increased by more than $250.0 million in any twelve-month period pursuant
to this clause (b), (c) any premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness, (d) any fees or expenses relating to the Transactions and the offering, issuance and sale (in each case, whether or not
successful) of the DT Notes and any “Exchange Notes” (as defined in the Base Indenture) issued in respect thereof and the Permitted MetroPCS Notes and any “Exchange Notes” (as defined in the $1.75B Notes Indenture), and (e) restructuring charges,
integration costs (including retention, relocation and contract termination costs) and related costs and charges; plus

 

(5)          New Market
Losses; minus

 

(6)          non-cash items
increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

 

Notwithstanding the preceding, the
provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company that is not a Subsidiary Guarantor will be added to Consolidated Net Income to

 

 

compute Consolidated Cash Flow of the Company only to the
extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect
restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

 

For the avoidance of doubt,
calculations of “Consolidated Cash Flow” of the Company for any period prior to the Closing Date for purposes of calculating the Debt to Cash Flow Ratio shall be on a pro forma basis as described in the last paragraph of the definition of “Debt to
Cash Flow Ratio.”

 

Consolidated

Indebtedness” means:

 

(1)          prior to the
occurrence of an Investment Grade Event Election, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Indebtedness of such Person and its Restricted Subsidiaries, plus (ii) the total
amount of Indebtedness of any other Person, to the extent that such Indebtedness has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries, plus (iii) the aggregate liquidation value of all Disqualified Stock of such
Person and all Preferred Stock of Subsidiaries of such Person, in each case , determined on a consolidated basis in accordance with GAAP.

 

(2)          following the
occurrence of an Investment Grade Event Election, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Specified Indebtedness of such Person and its Subsidiaries described in clauses
(1)(a) and (b) (excluding, for the avoidance of doubt, surety bonds, performance bonds and similar instruments) of the definition of Specified Indebtedness, determined on a consolidated basis, to the extent required to be recorded on a balance sheet
in accordance with GAAP, including, without duplication, the outstanding principal amount of the Notes; provided that Consolidated Indebtedness shall not include (w) Specified Indebtedness incurred in connection with any Permitted Tower
Financing or other special purpose entity financing (other than Specified Indebtedness incurred by a Permitted Spectrum Financing Subsidiary, including the Existing Sprint Spectrum-Backed Notes), (x) obligations in respect of letters of credit,
except to the extent of any unreimbursed amounts thereunder or (y) Specified Indebtedness constituting Financing Lease Obligations, purchase money debt or other similar Specified Indebtedness.

 

Consolidated
Interest

Expense” means, with respect to any Person for any period, the sum of, without duplication:

 

(1)          the
consolidated

interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Financing Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any)
pursuant to Hedging Obligations); plus

 

 

(2)          the
consolidated

interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

 

(3)          any
interest

expense on that portion of Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or
Lien is called upon); plus

 

(4)          the
product

of (a) all dividend payments on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries; times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal;

 

in each
case, on a consolidated basis and in accordance with GAAP; excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated Net Income pursuant to clause (2) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated Net Income pursuant to clause (2) of the
definition thereof). Notwithstanding the foregoing, if any lease or other liability is reclassified as indebtedness or as a Financing Lease Obligation due to a change in accounting principles or the application thereof after the Closing Date, the
interest component of all payments associated with such lease or other liability shall be excluded from Consolidated Interest Expense.

 

Consolidated
Net

Tangible Assets” means, with respect to any Person, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities, except for (a) notes and loans payable, (b)
current maturities of long-term debt and (c) current maturities of obligations under Financing Lease Obligations, and (2) to the extent included in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents,
organization and development expenses, unamortized debt discount and expenses and deferred charges (other than capitalized unamortized product development costs, such as, without limitation, capitalized hardware and software development costs),
determined on a consolidated basis in accordance with GAAP consistently applied, as determined on a Pro Forma Basis for the most recently ended Test Period.

 

Consolidated
Net

Worth” means, with respect to any Person, at the date of any determination, the consolidated stockholders’ or owners’ equity of the holders of Capital Stock of such Person and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP consistently applied, as determined on a Pro Forma Basis.

 

Consolidated
Total

Assets” means, with respect to any Person, the consolidated total assets of such Person and its Subsidiaries as set forth on the most recent balance sheet of such Person prepared in accordance with GAAP, as determined on a Pro Forma Basis.

 

Convertible

Debt” means Indebtedness of the Company (which may be Guaranteed by the Guarantors) permitted to be incurred hereunder that is either (a) convertible or exchangeable into common stock of Parent (and cash in lieu of fractional shares) and/or
cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options,

 

 

warrants or rights to purchase
(or substantially equivalent derivative transactions) that are exercisable for common stock of Parent and/or cash (in an amount determined by reference to the price of such common stock).

 

Credit

Agreement” means (a) the Credit Agreement, dated April 1, 2020, by and among Parent, the Company, the subsidiaries of the Company party thereto, the financial institutions from time to time parties thereto and Deutsche Bank AG New York Branch,
as administrative agent, together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, replaced, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and (b) any agreement (and related document) governing indebtedness which is incurred to Refinance, in
whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

 

Credit

Facilities” means, one or more debt facilities or other Indebtedness, whether in the form of loans or securities (including the Credit Agreement), financing leases, purchase money financings or commercial paper facilities, providing for
revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), financing leases, purchase money debt,
debt securities or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including, in each case, by means of sales of debt securities) in whole or
in part from time to time.

 

Crown
Towers Transaction Agreements
” means (i) the Master Agreement, dated as of September 28, 2012 (as the same may be amended, modified or supplemented from time to time) among the Company, Crown Castle International Corp., a Delaware corporation,
and certain Subsidiaries of the Company; and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.

 

Debt to Cash Flow Ratio
means, with respect to any Person as of any date of determination, the ratio of (a) the Consolidated Indebtedness of such Person as of such date, less cash and Cash Equivalents, to (b) the Consolidated Cash Flow of such Person for the four most
recent full fiscal quarters ending immediately prior to such date for which internal financial statements are available.

 

For purposes of making the
computation referred to above:

 

(1)          pro forma effect
shall be given to Asset Dispositions and Asset Acquisitions (including the Merger and including giving pro forma effect to any related financing transactions and the application of proceeds of any Asset Disposition) that occur during such
four-quarter period or subsequent to such four-quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on the first day of such four-quarter
period;

 

 

(2)          pro forma effect
shall be given to asset dispositions and, asset acquisitions (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that have been made by any Person that has become a
Restricted Subsidiary of the Company or has been merged with or into the Company (including MetroPCS Wireless, Inc.) or any Restricted Subsidiary during such four-quarter period or subsequent to such four-quarter period but on or prior to the date on
which the Debt to Cash Flow Ratio is to be calculated and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary, as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such four-quarter period;

 

(3)          to the extent that
the pro forma effect of any transaction is to be made pursuant to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose
determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the
proviso set forth in the definition of Consolidated Net Income;

 

(4)          the Consolidated Cash
Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of (without duplication of clauses (1) and (2) above) prior to the date on which the Debt to Cash Flow Ratio is to be
calculated, shall be excluded;

 

(5)          any Person that is a
Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and

 

(6)          any Person that is
not a Restricted Subsidiary on the date on which the Debt to Cash Flow Ratio is to be calculated will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.

 

For the avoidance of doubt, if the
Debt to Cash Flow Ratio is determined for any period commencing prior to the date that is four fiscal quarters after the fiscal quarter during which the Closing Date occurs, the Debt to Cash Flow Ratio shall be calculated giving pro forma effect to
the Transactions as if the Transactions had occurred on the first day of the four quarter reference period.

 

December 2012 Sixth
Supplemental Indenture
” means the Sixth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, to the September 2010 Senior Notes Indenture.

 

Designated L/C Facilities
means one or more letter of credit facilities entered into from time to time by the Company or a Subsidiary providing in aggregate for up to $300.0 million in availability (in each case as may be amended, supplemented or otherwise modified from time
to time).

 

Designated Non-cash
Consideration
” means the Fair Market Value (as determined in good faith by the Company) of non-cash consideration received by the Company or a Restricted

 

 

Subsidiary in connection with an Asset Sale that is so
designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of, or other receipt of cash and Cash
Equivalents in respect of, such Designated Non-cash Consideration.

 

Domestic Subsidiary” means
any Subsidiary of the Company that is not a Foreign Subsidiary.

 

“DT Notes” shall have the
meaning assigned to such term in the Business Combination Agreement.

 

Excluded

Subsidiary” means any Subsidiary of Parent that is, at any time of determination, (i) not a Wholly-Owned Subsidiary, (ii) an Immaterial Subsidiary, (iii) a Foreign Subsidiary, (iv) a Domestic Subsidiary that is (x) a FSHCO or (y) a direct or
indirect Subsidiary of a Foreign Subsidiary that is a CFC, (v) an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement, (vi) a not-for-profit Subsidiary, (vii) a Captive Insurance Subsidiary, (viii) a special purpose
securitization vehicle (or similar entity), including any Permitted Receivables Financing Subsidiary, any Permitted Spectrum Financing Subsidiary or any Permitted Tower Financing Subsidiary, or any of their respective Subsidiaries, (ix) prohibited
from guaranteeing the Specified Obligations by any applicable law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations) or by any contractual requirement existing on the date of
the consummation of the Sprint Merger or on the date of the acquisition of such Subsidiary or the date such Subsidiary became a “Restricted Subsidiary” under the Credit Agreement (in each case not created in contemplation of such acquisition or of
such Restricted Subsidiary becoming such a Restricted Subsidiary) (and for so long as such restriction or any replacement or renewal thereof is in effect), including any requirement to obtain the consent, approval, license or authorization of a
Governmental Authority or third party (other than the Company or any Guarantor or “Restricted Subsidiary” under the Credit Agreement) (unless such consent, approval, license or authorization has been obtained), (x) [reserved], (xi) with respect to
which the provision of a guarantee would, in the reasonable good faith determination of the Company in consultation with the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding), be expected to result
in materially adverse tax or regulatory consequences to the Company or any of its Subsidiaries or (xii) with respect to which the Company and the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding)
reasonably determine the cost or other consequences of providing a guarantee is likely to be excessive in relation to the value to be afforded thereby; provided that, notwithstanding the foregoing, (a) the Company may in its sole discretion
designate any Excluded Subsidiary as a Subsidiary Guarantor and may, thereafter, re-designate such Subsidiary as an Excluded Subsidiary (so long as such Subsidiary otherwise then qualifies as an Excluded Subsidiary pursuant to any of clauses (ii)
through (xii) above), upon which re-designation such Subsidiary shall automatically be released from its Note Guarantee; provided that, for so long as the Credit Agreement is outstanding, in the case of any designation (or re-designation) of
any Subsidiary that is not a Domestic Subsidiary as a Subsidiary Guarantor, (x) the jurisdiction of such Subsidiary shall be reasonably satisfactory to the administrative agent under the Credit Agreement and (y) the administrative agent under the
Credit Agreement shall have received at least 3 Business Days prior to such Subsidiary becoming a Subsidiary Guarantor, all documentation and other information required by regulatory authorities

 

 

with respect to such Subsidiary
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case as reasonably requested by the administrative agent under the Credit Agreement at least 10 Business
Days prior to such Subsidiary becoming a Subsidiary Guarantor and (b) no Subsidiary of Parent that provides a guarantee of the Existing T-Mobile Unsecured Notes shall constitute an Excluded Subsidiary.

 

“Existing Indebtedness”
means (a) Indebtedness of the Company and its Subsidiaries (other than Indebtedness in respect of the DT Notes) in existence on the Closing Date, until such amounts are repaid, (b)(1) the $1.75B Notes in existence on the Closing Date (and any
“Exchange Notes” (as defined in the $1.75B Notes Base Indenture) relating thereto), and (2) all other Indebtedness of MetroPCS Wireless, Inc. and its Subsidiaries in existence on the Closing Date that was not incurred in violation of the terms of the
Business Combination Agreement, in each case until such amounts are repaid (provided that the aggregate principal amount of Indebtedness incurred in contemplation of the Transactions, including any Indebtedness in the form of the $1.75B Notes and
notes issued on the date of the Base Indenture, in each case permitted by this clause (b), shall not exceed $20.5 billion).

 

Existing
Receivables

Financing Subsidiaries” means each of T-Mobile Airtime Funding LLC, T-Mobile Handset Funding LLC, SFE 1, LLC and SFE 2, LLC, together with their successors and assigns and any Subsidiary of the foregoing.

 

Existing Sprint Spectrum
Financing Documents
” means the Existing Sprint Spectrum-Backed Notes, the Existing Sprint Spectrum Indenture, the Initial Spectrum Performance Agreement, the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among certain of
the Existing Sprint Spectrum Note Entities, Sprint Communications, Inc., and the other parties thereto, each “Transaction Document” (as defined in the Existing Sprint Spectrum Indenture) and each other document related thereto, in each case as
amended, supplemented or otherwise modified from time to time.

 

Existing
Sprint

Spectrum Indenture” means the Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or
otherwise modified from time to time, including as supplemented with respect to each series of Existing Sprint Spectrum-Backed Notes.

 

Existing
Sprint

Spectrum Issuers” means Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and their successors and assigns.

 

Existing
Sprint

Spectrum Note Entities” means, collectively, each of Sprint Spectrum Depositor LLC, Sprint Spectrum Depositor II LLC, Sprint Spectrum Depositor III LLC, Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate
HoldCo III LLC, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum
License Holder II LLC and Sprint Spectrum License Holder III LLC, their successors and assigns and any Subsidiary of the foregoing.

 

 

Existing
Sprint

Spectrum Transaction” means the transactions contemplated by the Existing Sprint Spectrum Financing Documents, including the issuance of any Existing Sprint Spectrum-Backed Notes.

 

Existing
Sprint

Spectrum-Backed Notes” means the Existing Sprint Spectrum Issuers’ Series 2018-1 4.738% Senior Secured Notes, Class A-1, Series 2018-1 5.152% Senior Secured Notes, Class A-2, Series 2016-1 3.360% Senior Secured Notes, Class A-1, and any other
note or series of notes issued under the Existing Sprint Spectrum Indenture from time to time.

 

Existing
Sprint

Unsecured Notes” means (i) the 6.875% Senior Notes due 2028 issued pursuant to the Sprint Capital Corporation Indenture, as supplemented by that certain Officers’ Certificate dated as of November 16, 1998, (ii) the 8.750% Senior Notes due 2032
issued pursuant to the Sprint Capital Corporation Indenture, as supplemented by that certain Officers’ Certificate dated as of March 8, 2002, (iii) the 11.500% Senior Notes due 2021 issued pursuant to the Sprint Communications, Inc. Indenture, as
supplemented by that certain First Supplemental Indenture dated as of November 9, 2011, between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) and The Bank of New York Trust Company, N.A., as trustee, (iv) the 7.000% Notes
due 2020 issued pursuant to the Sprint Communications, Inc. Indenture, as supplemented by that certain Fifth Supplemental Indenture dated as of August 14, 2012, between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), and
The Bank of New York Trust Company, N.A., as trustee (which were repaid at maturity on August 15, 2020), (v) the 6.000% Notes due 2022 issued pursuant to the Sprint Communications, Inc. Indenture, as supplemented by that certain Sixth Supplemental
Indenture dated as of November 14, 2012, between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), and The Bank of New York Trust Company, N.A., as trustee, (vi) the 7.250% Notes due 2021 issued pursuant to the Sprint
Corporation Indenture, as supplemented by that certain First Supplemental Indenture dated as of September 11, 2013, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee
(vii) the 7.875% Notes due 2023 issued pursuant to the Sprint Corporation Indenture, as supplemented by that certain Second Supplemental Indenture dated as of September 11, 2013, among Sprint Corporation, Sprint Communications, Inc., as guarantor,
and the Bank of New York Mellon Trust Company, N.A., as trustee, (viii) the 7.125% Notes due 2024 issued pursuant to the Sprint Corporation Indenture, as supplemented by that certain Third Supplemental Indenture dated as of December 12, 2013, among
Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee, (ix) the 7.625% Notes due 2025 issued pursuant to the Sprint Corporation Indenture, as supplemented by that certain Fourth
Supplemental Indenture dated as of February 24, 2015, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee and (x) the 7.625% Notes due 2026 issued pursuant to the Sprint
Corporation Indenture, as supplemented by that certain Fifth Supplemental Indenture dated as of February 22, 2018, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee.

 

Existing
T-Mobile

Secured Notes” means (i) the 3.500% Senior Secured Notes due 2025 issued pursuant to the Indenture, dated as of April 9, 2020 (the “April 2020 Base Indenture”), by and between T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary
guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, as supplemented by

 

 

that certain First Supplemental
Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (ii) the 3.750% Senior Secured Notes due
2027 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Second Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time
party thereto and Deutsche Bank Trust Company Americas, as trustee, (iii) the 3.875% Senior Secured Notes due 2030 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Third Supplemental Indenture, dated as of April 9,
2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (iv) the 4.375% Senior Secured Notes due 2040 issued pursuant to the
April 2020 Base Indenture, as supplemented by that certain Fourth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche
Bank Trust Company Americas, as trustee, (v) the 4.500% Senior Secured Notes due 2050 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Fifth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US,
Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (vi) the 1.500% Senior Secured Notes due 2026 issued pursuant to the April 2020 Base Indenture, as
supplemented by that certain Seventh Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as
trustee, (vii) the 2.050% Senior Secured Notes due 2028 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Eighth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc.,
each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Tenth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each
of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (viii) the 2.550% Senior Secured Notes due 2031 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Ninth
Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Eleventh
Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (ix) the 2.250% Senior
Secured Notes due 2031 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Fourteenth Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary
guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (x) the 3.000% Senior Secured Notes due 2041 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Twelfth Supplemental
Indenture, dated as of October 6, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Fifteenth
Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (xi) the 3.300% Senior
Secured Notes due 2051 issued pursuant to

 

 

the April 2020 Base Indenture,
as supplemented by that certain Thirteenth Supplemental Indenture, dated as of October 6, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company
Americas, as trustee, and that certain Sixteenth Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust
Company Americas, as trustee, and (xii) the 3.600% Senior Secured Notes due 2060 issued pursuant to the April 2020 Base Indenture, as supplemented that certain Seventeenth Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile
US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee.

 

Existing
T-Mobile

Unsecured Notes” means (i) the 6.000% Senior Notes due 2023 issued pursuant to the Base Indenture, as supplemented by that certain Seventeenth Supplemental Indenture dated as of September 5, 2014, among T-Mobile USA, Inc., the guarantors named
therein and Deutsche Bank Trust Company Americas, as trustee, (ii) the 6.500% Senior Notes due 2024 issued pursuant to the Base Indenture, as supplemented by that certain Fifteenth Supplemental Indenture dated as of November 21, 2013, among T-Mobile
USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were redeemed on July 4, 2020), (iii) the 6.375% Senior Notes due 2025 issued pursuant to the Base Indenture, as supplemented by that certain
Eighteenth Supplemental Indenture dated as of September 5, 2014, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were redeemed on September 1, 2020), (iv) the 6.500% Senior Notes due
2026 issued pursuant to the Base Indenture, as supplemented by that certain Twentieth Supplemental Indenture dated as of November 5, 2015, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee,
(v) the 6.000% Senior Notes due 2024 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-First Supplemental Indenture dated as of April 1, 2016, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust
Company Americas, as trustee, (vi) the 4.000% Senior Notes due 2022 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Third Supplemental Indenture dated as of March 16, 2017, among T-Mobile USA, Inc., the guarantors named
therein and Deutsche Bank Trust Company Americas, as trustee, (vii) the 5.125% Senior Notes due 2025 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Fourth Supplemental Indenture dated as of March 16, 2017, among
T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were redeemed on July 4, 2020), (viii) the 5.375% Senior Notes due 2027 issued pursuant to the Base Indenture, as supplemented by that
certain Twenty-Fifth Supplemental Indenture dated as of March 16, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (ix) the 4.000% Senior Notes due 2022-1 issued pursuant to the Base
Indenture, as supplemented by that certain Twenty-Sixth Supplemental Indenture dated as of April 27, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (x) the 5.125% Senior Notes due
2025-1 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Seventh Supplemental Indenture dated as of April 28, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as
trustee, (xi) the 5.375% Senior Notes due 2027-1 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Eighth Supplemental Indenture dated as of April 28, 2017, among T-Mobile USA, Inc.,

 

 

the guarantors named therein and
Deutsche Bank Trust Company Americas, as trustee, (xii) the 5.300% Senior Notes due 2021 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Ninth Supplemental Indenture dated as of May 9, 2017, among T-Mobile USA, Inc., the
guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were repurchased and canceled in connection with the Sprint Merger), (xiii) the 6.000% Senior Notes due 2024 issued pursuant to the Base Indenture, as supplemented
by that certain Twenty-First Supplemental Indenture dated as of April 1, 2016, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, as supplemented further by that certain Thirtieth Supplemental
Indenture dated as of May 9, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were repurchased and canceled in connection with the Sprint Merger), (xiv) the 4.500% Senior Notes
due 2026 issued pursuant to the Base Indenture, as supplemented by that certain Thirty-Second Supplemental Indenture, dated as of January 25, 2018, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as
trustee, (xv) the 4.750% Senior Notes due 2028 issued pursuant to the Base Indenture, as supplemented by that certain Thirty-Third Supplemental Indenture dated as of January 25, 2018, among T-Mobile USA, Inc., the guarantors named therein and
Deutsche Bank Trust Company Americas, as trustee, (xvi) the 4.500% Senior Notes due 2026-1 issued pursuant to the Base Indenture, as supplemented by that certain Thirty-Fifth Supplemental Indenture, dated as of April 30, 2018, among T-Mobile USA,
Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and (xvii) the 4.750% Senior Notes due 2028-1 issued pursuant to the Base Indenture, as supplemented by that certain Thirty-Sixth Supplemental Indenture, dated as
of April 30, 2018, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.

 

Financing
Lease

Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a financing lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in
accordance with GAAP.

 

First
Lien Debt to Cash Flow Ratio
” means, as of the last day of any period, the ratio of (a) (i) the Specified Consolidated Indebtedness of such Person as of such date that constitutes First Lien Obligations (including, in any event, the aggregate
amount of Specified Consolidated Indebtedness constituting Permitted Spectrum Financings) less (ii) the aggregate amount of unrestricted Specified Cash Equivalents of the Company and its Subsidiaries as of such date to (b) the Specified Consolidated
Cash Flow of such Person for such period.

 

For
purposes of making the computation referred to above, the First Lien Debt to Cash Flow Ratio, Specified Consolidated Indebtedness and Specified Consolidated Cash Flow shall be calculated on a Pro Forma Basis.

 

First
Lien Obligations
” means any Specified Indebtedness that is secured by Liens on the collateral that secures the Existing T-Mobile Secured Notes on a pari passu basis with the Liens that secure the Existing T-Mobile Secured Notes.

 

First
Priority Initial Spectrum Obligations
” means, collectively, the lease payments and all other obligations and liabilities of the Company and the Guarantors (including, without limitation, Post-Petition Interest), whether direct or indirect,
absolute or contingent, due or to

 

 

become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with (i) the Initial Intra-Company Spectrum Lease Agreement and (ii) the Initial Spectrum Performance Agreement, in each case, whether on account of principal, lease payments,
guarantee payments, interest, reimbursement obligations, fees, prepayment premiums, liquidated damages, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel that are required to be paid by
the Company or any Guarantors pursuant to the terms of any of the foregoing agreements); provided that notwithstanding anything to the contrary in any documents or agreements (and regardless of any underlying actual amounts owing or
outstanding), the total amount of the foregoing obligations that may constitute “First Priority Initial Spectrum Obligations” shall be limited to an aggregate amount not to exceed at any time $3,500,000,000.

 

Fitch
means Fitch Ratings, Inc. and its successors.

 

Foreign

Subsidiary” means any Subsidiary of Parent other than a Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.

 

FSHCO
means any Subsidiary of Parent that owns no material assets (directly or through Subsidiaries) other than Equity Interests (or Equity Interests and Specified Indebtedness) in one or more Foreign Subsidiaries that are CFCs.

 

GAAP
means generally accepted accounting principles as in effect on the date of any calculation or determination required under the Notes of this Series or the Indenture. Notwithstanding the foregoing, at any time, (i) the Company may elect to apply IFRS
accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP or parts of the Accounting Standards Codification or “ASC” shall thereafter be construed to mean IFRS (except as otherwise provided in the Indenture) and
(ii) the Company, on any date may elect to establish that GAAP shall mean GAAP as in effect on such date; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or
determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company
shall give notice of any such election made in accordance with this definition to the Trustee and the Holders of outstanding Notes of this Series.

 

Governmental

Authority” means any nation or government, any state, province, territory or other political subdivision thereof and any other agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

 

Governmental

Authorization” means any permit, license, authorization, plan, directive, consent, permission, consent order or consent decree of or from any Governmental Authority, including but not limited to FCC Licenses.

 

Immaterial

Subsidiary” means any Subsidiary of the Company that at any time has Consolidated Total Assets accounting for less than 2.50% of the Company’s Consolidated Total

 

 

Assets; provided that
the aggregate Consolidated Total Assets of all Immaterial Subsidiaries shall not at any time exceed 5.00% of the Company’s Consolidated Total Assets.

 

Indebtedness
means, with respect to any specified Person, without duplication, (1) any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

 

(a)           in
respect

of borrowed money; 

(b)           evidenced
by

bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 

(c)           in
respect

of banker’s acceptances; 

(d)           representing
Financing

Lease Obligations; 

(e)           representing
the

balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or 

(f)           representing
any

Hedging Obligations; and

 

(2)           any financial
liabilities recorded in respect of the upfront proceeds received in connection with the Towers Transaction;

 

in each
case, if and only to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term
“Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person. Notwithstanding the foregoing, in no event shall the reclassification of any lease or other liability as indebtedness due to a change in accounting principles (or in the application thereof) after the
Closing Date be deemed to be an incurrence of Indebtedness for any purpose under the Indenture. The amount of any Indebtedness shall be determined in accordance with the last paragraph of Section 4.09 of the Base Indenture or

 

The
amount of any Indebtedness outstanding as of any date will be:

 

(a)           the
accreted

value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

 

(b)           in
the

case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time;

 

(c)           the
principal

amount of the Indebtedness, in the case of any other Indebtedness; and

 

(d)           in
respect

of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

 

(i)         the
Fair

Market Value of such assets at the date of determination; and

 

 

(ii)        the
amount

of the Indebtedness of the other Person.

 

Indebtedness
for

Borrowed Money” means, with respect to any specified Person, without duplication, the Specified Indebtedness described in clauses (1)(a) and (1)(b) of the definition of “Specified Indebtedness.”

 

Initial
Intra-Company

Spectrum Lease Agreement” means the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, by and among, inter alia, various SpectrumCo1 entities, as lessors, Sprint Communications, Inc., as lessee, Sprint Corporation and the
other guarantors party thereto (as amended from time to time).

 

Initial
Spectrum

Performance Agreement” means the SCI Payment and Performance Undertaking Agreement, dated as of October 27, 2016, between Sprint Communications, Inc., Sprint Corporation, the other grantors party thereto, and Deutsche Bank Trust Company
Americas, as trustee (as amended from time to time).

 

Insolvency

Proceeding” means each of the following, in each case with respect to the Company or any Guarantor or any property or Specified Indebtedness of the Company or any Guarantor: (a)(i) any voluntary or involuntary case or proceeding under any
Bankruptcy Law or any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, (ii) any case or proceeding seeking receivership, liquidation, reorganization, winding up or other similar case or proceeding, (iii) any
case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt and (iv) any case or proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official
and (b) any general assignment for the benefit of creditors.

 

Internal
Revenue

Code” means the Internal Revenue Code of 1986, as amended.

 

Investment

Grade” means:

 

(1)           with respect to
Moody’s, a rating of Baa3 (or its equivalent under any successor rating category of Moody’s) or better (and, for purposes of an Investment Grade Event, stable or better outlook);

 

(2)           with respect to
S&P, a rating of BBB- (or its equivalent under any successor rating category of S&P) or better (and, for purposes of an Investment Grade Event, stable or better outlook);

 

(3)           with respect to
Fitch, a rating of BBB- (or its equivalent under any successor rating category of Fitch) or better (and, for purposes of an Investment Grade Event, stable or better outlook); and

 

(4)           if any Rating Agency
ceases to exist or ceases to rate any Series of Notes issued under the Base Indenture for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating
organization”, as such term is defined under Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency.

 

 

Investment
Grade

Event” means:

 

(1)          the Company has
obtained a rating or, to the extent any Rating Agency will not provide a rating, an advisory or prospective rating from at least two Rating Agencies, that reflects an Investment Grade rating (i) for the corporate rating of the Company or Parent and
(ii) with respect to each outstanding Series of Notes issued under the Base Indenture after giving effect to the proposed release of all of the Note Guarantees;

 

(2)          no Event of Default
shall have occurred and be continuing with respect to such Series of Notes; and

 

(3)          the (i) guarantees
by, or direct obligation of, the Guarantors with respect to the Credit Agreement and the Existing T-Mobile Secured Notes have been released or would be released simultaneously with an Investment Grade Event Election and (ii) Liens securing the
Specified Obligations under the Existing T-Mobile Secured Notes and the Specified Obligations under the Credit Agreement (including related secured interest rate agreements) have been released or would be released simultaneously with an Investment
Grade Event Election.

 

Investment
Grade

Event Election” means an election by the Company, upon or following the occurrence of an Investment Grade Event, to cause the Note Guarantees in respect of the Notes of this Series to be released. The Company shall give notice of any such
election made in accordance with this definition to the Trustee and the Holders of outstanding Notes of this Series.

 

Lien
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement and any lease in the nature thereof; provided that in no event shall an operating lease in and of itself constitute a Lien.

 

Material

Subsidiary” means any Person that is a Domestic Subsidiary if, as of the date of the most recent balance sheet of the Company, the aggregate amount of securities of, loans and advances to, and other investments in, such Person held by the
Company and its Subsidiaries exceeded 10% of the Company’s Consolidated Net Worth, provided that any Subsidiary that is at any time designated as an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement shall not
constitute a “Material Subsidiary” for any purpose hereof.

 

Non-Recourse

Debt” means Specified Indebtedness:

 

(1)          as to which neither
the Company nor any of its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Specified Indebtedness), subject to customary “bad-boy” exceptions, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

 

(2)          no default with
respect to which (including any rights that the holders of the Specified Indebtedness may have to take enforcement action against an Unrestricted Subsidiary (prior to the occurrence of an Investment Grade Event Election) or an “Unrestricted
Subsidiary”

 

 

(or equivalent thereof) under the Credit Agreement
(following the occurrence of an Investment Grade Event Election)) would permit upon notice, lapse of time or both any holder of any other Specified Indebtedness of the Company or any of its Restricted Subsidiaries (prior to the occurrence of an
Investment Grade Event Election) or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) to declare a default on such other Specified Indebtedness or cause the payment of the Specified Indebtedness to be
accelerated or payable prior to its stated maturity;

 

provided that
Non-Recourse Debt incurred by a Permitted Receivables Financing Subsidiary, Permitted Spectrum Financing Subsidiary or Permitted Tower Financing Subsidiary may have recourse to the Company and its Subsidiaries pursuant to Standard Securitization
Undertakings.

 

Permitted

Acquisition” means:

 

(1) any Specified Investment by
the Company or any Subsidiary of the Company in a Person, if as a result of such Specified Investment (i) such Person becomes a Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets or any division or business unit to, or is liquidated into, the Company or a Subsidiary of the Company; and

 

(2) acquisitions of spectrum
licenses.

 

Permitted Investments
means:

 

(1)           any Investment
in the Company or in any Restricted Subsidiary of the Company;

 

(2)           any Investment
in Cash Equivalents;

 

(3)           any Investment
by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

 

(a)         such Person becomes a Restricted Subsidiary
of the Company; or

 

(b)         such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

 

(4)           any Investment
made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 of the Base Indenture;

 

(5)           any acquisition
of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company or Equity Interests of Parent;

 

(6)           any Investments
received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the

 

 

Company or any of its Restricted Subsidiaries,
including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

 

(7)          Investments
represented by Hedging Obligations;

 

(8)          loans or advances
to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $50.0 million at any one time outstanding;

 

(9)          any payment on or
with respect to, or purchase, redemption, defeasement or other acquisition or retirement for value of (i) the Notes of this Series, and any Additional Notes of the same Series, (ii) the DT Notes, and any Additional Notes (as defined in the Base
Indenture) of the same Series, and any Exchange Notes (as defined in the Base Indenture) relating thereto, (iii) any of the $1.75B Notes or (iv) any other Indebtedness that is pari passu with the Notes of this Series;

 

(10)        advances and
prepayments for asset purchases in the ordinary course of business in a Permitted Business of the Company or any of its Restricted Subsidiaries;

 

(11)        Investments
existing on the Closing Date, including Investments held by MetroPCS Wireless, Inc., the Company and their Subsidiaries immediately prior to the Merger;

 

(12)        Investments in the
ISIS Joint Venture having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12)
since the Closing Date that are at that time outstanding, not to exceed $300.0 million;

 

(13)        Permitted Bond
Hedge Transactions which constitute Investments;

 

(14)        (a) Permitted
Joint Venture Investments, and (b) other Investments in any Person other than an Affiliate of the Company (excluding any Person that is an Affiliate of the Company solely by reason of Parent’s ownership, directly or indirectly, of Equity Interests or
Parent’s control, of such Person or which becomes an Affiliate as a result of such Investment), to the extent such Investment under (a) or (b) has an aggregate Fair Market Value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed 12.5% of the Company’s Total Assets on the date of such Investment;

 

(15)        Investments in a
Person primarily engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made
pursuant to this clause (15) since the Closing Date that are at that time

 

 

outstanding, not to exceed the greater of (x)
$1,600.0 million and (y) 6.0% of the Consolidated Cash Flow of the Company;

 

(16)        guarantees
permitted under Section 4.09 of the Base Indenture;

 

(17)        deposits or
payments made with the FCC in connection with the auction or licensing of Governmental Authorizations;

 

(18)        any Investment
deemed made from time to time pursuant to Section 4.18 of the Base Indenture in connection with a Specified Unrestricted Subsidiary Designation, in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiaries designated as Unrestricted Subsidiaries pursuant to such Specified Unrestricted Subsidiary Designation, but only to the extent not in excess of the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in such designated Subsidiaries as of the Closing Date (for this purpose, it shall be assumed, as regards to Investments in any Designated Tower Entity, that all wireless communications
sites, towers, and related contracts, equipment, improvements, real estate, and other assets of the Company and its Subsidiaries subject to the Towers Transaction that are contemplated to be transferred to the Designated Tower Entities in accordance
with the terms of the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013, had been transferred to the Designated Tower Entities, whether or not all such transfers have in fact then taken place,
but disregarding any transfers of assets not part of the Towers Transaction as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013);

 

(19)        any other
Investments made in connection with the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013; and

 

(20)        other Investments;
provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Investment would be equal to or less than 3.50 to 1.00.

 

Notwithstanding any other provision to the contrary, no
Permitted Investment shall be deemed to be a Restricted Payment.

 

Permitted

Liens” means:

 

(1)           Liens securing
Specified Indebtedness and other Specified Obligations under Credit Facilities and/or securing Hedging Obligations related thereto permitted by clauses (1), (8) and (19) of Section 4.09(b) hereof, provided that any secured Permitted
Refinancing Indebtedness incurred in respect of Specified Indebtedness or other Specified Obligations previously secured pursuant to this clause (1) will be treated as Specified Indebtedness secured pursuant to this clause (1) in making any
determination as to whether additional Specified Indebtedness or other Specified Obligations may be secured pursuant to this clause (1);

 

(2)           Liens in favor of
the Company or the Guarantors;

 

 

(3)            Liens on property
of a Person existing at the time such Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Subsidiary of the Company or is merged into or
consolidated with the Company or the Subsidiary;

 

(4)            Liens on property
(including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition;

 

(5)            (a) bankers’ Liens,
rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, and (b) Liens, deposits (including deposits with the FCC) or pledges to secure the performance of bids, tenders, trade or
governmental contracts, leases, licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

 

(6)           Liens to secure
Specified Indebtedness (including Financing Lease Obligations) permitted by clause (4) of Section 4.09(b) hereof covering only the assets (including the proceeds thereof, accessions thereto and upgrades thereof) acquired with or financed by such
Specified Indebtedness;

 

(7)           Liens existing on
the Series Issue Date;

 

(8)           Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP
has been made therefor;

 

(9)           Liens imposed by law
or contract, such as carriers’, warehousemen’s, suppliers’, vendors’, construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business;

 

(10)         survey exceptions,
encumbrances, leases, subleases, encroachments, protrusions, easements or reservations of, or rights of others for, licenses, sub-licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone lines and other similar
purposes, or zoning, building codes or other restrictions (including defects or irregularities in title and similar encumbrances) as to the use of real property that were not incurred in connection with Specified Indebtedness, or Liens incidental to
the conduct of business of such Person or to the ownership of its properties that were not incurred in connection with Specified Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;

 

(11)         Liens arising by
reason of a judgment, attachment, decree or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in
the ordinary course of business;

 

 

(12)         Liens created for the
benefit of (or to secure) the Notes of any Series (or the Note Guarantees);

 

(13)         Liens to secure any
Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided, however, that:

 

(a)           the new Lien shall
be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and
proceeds or distributions of such property and assets and improvements and accessions thereto); and

 

(b)           the Specified
Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Specified Indebtedness being renewed, refunded, refinanced, replaced, defeased
or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

 

(14)         (a) Liens contained
in purchase and sale agreements or lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) spectrum leases or other similar lease or licensing
arrangements contained in, or entered into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements;

 

(15)         Liens that may be
deemed to exist by virtue of contractual provisions that restrict the ability of the Company or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets;

 

(16)         Liens (x) in favor of
the Trustee as provided for in the Indenture on money or property held or collected by the Trustee in its capacity as trustee and (y) on Specified Cash Equivalents securing obligations under any Specified Indebtedness of the Company or any Subsidiary
of the Company that has been called for redemption, defeasance or discharge;

 

(17)         Liens on Specified
Cash Equivalents securing (a) workers’ compensation claims, self-insurance obligations, unemployment insurance or other social security, old age pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds, indemnity
bonds, specific performance or injunctive relief bonds, surety bonds, public liability obligations, or other similar bonds or obligations, or securing any Specified Guarantees or letters of credit functioning as or supporting any of the foregoing, in
each case incurred in the ordinary course of business or (b) letters of credit required to be issued for the benefit of any Person that controls a Specified Permitted Joint Venture Investment to secure any put right for the benefit of the Person
controlling the Specified Permitted Joint Venture Investment;

 

(18)         Liens arising from
Uniform Commercial Code financing statement filings (or similar filings in any other jurisdiction) regarding operating leases or consignments or sales of receivables entered into in the ordinary course of business covering only the property under
lease (plus improvements and accessions to such property and proceeds or distributions of such property

 

 

and improvements and accessions thereto), consignment or
sale and other Liens arising solely from precautionary UCC financing statements or similar filings;

 

(19)        any interest or title
of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense entered into in the ordinary course of business;

 

(20)        Liens on Specified
Cash Equivalents on deposit to secure reimbursement obligations under letters of credit incurred in the ordinary course of business;

 

(21)        (i) prior to the
occurrence of an Investment Grade Event Election, Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Person that is a Permitted Joint Venture Investment owned by the Company or any Restricted Subsidiary to the extent
securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Person and (ii) following the occurrence of an Investment Grade Event Election, Liens on and pledges of the Equity Interests of any Person that is an unrestricted
subsidiary under any Credit Facility or any joint venture owned by the Company or any Subsidiary of the Company to the extent securing Non-Recourse Debt or other Specified Indebtedness of such Person;

 

(22)        Liens arising under
operating agreements, joint venture agreements, partnership agreements, contracts for sale and other agreements arising in the ordinary course of business that are customary in the Specified Permitted Business, and applicable only to the assets that
are the subject of such agreements or contracts;

 

(23)        Liens securing Hedging
Obligations;

 

(24)        Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

 

(25)        Liens encumbering
reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

 

(26)        Liens upon specific
items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods;

 

(27)        Liens securing any
arrangement for treasury, depositary, disbursement, lockbox, funds transfer, pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card, e-payable, cash management and
similar services and any automated clearing house transfer of funds provided to Parent or any of its Subsidiaries;

 

(28)        Liens with respect to
obligations that do not exceed at any time the greater of (x) $3,750.0 million and (y) 17.00% of Specified Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period;

 

 

(29)        Liens encumbering
deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements;

 

(30)        Liens, if any,
incurred in connection with the Specified Towers Transactions;

 

(31)        Liens securing
obligations in respect of the operating lease payments owed to SpectrumCo1 or in respect of any other secured spectrum leases to which the Company or any of its Subsidiaries are a party, and any related payment and performance undertaking;

 

(32)        leases, licenses,
subleases and sublicenses of, and the granting of an easement interest in and to, assets (including real property and intellectual property rights and other general intangibles) in the ordinary course of business;

 

(33)        pledges and deposits
in the ordinary course of business to secure liability to insurance carriers, insurance companies and brokers;

 

(34)        grants of software and
other technology licenses in the ordinary course of business;

 

(35)        Liens arising out of
conditional sale, title retention, consignment or similar arrangement for the sale of goods in the ordinary course of business;

 

(36)        Liens on equipment of
the Company or any Subsidiary of the Company granted in the ordinary course of business to the Company’s or such Subsidiary’s client at which such equipment is located;

 

(37)        Liens on receivables
and related assets including proceeds thereof being sold in factoring arrangements in the ordinary course of business;

 

(38)        customary options, put
and call arrangements, rights of first refusal and similar rights relating to Specified Investments in joint ventures, partnerships and similar investment vehicles;

 

(39)        Liens arising out of
or deemed to exist in connection with any financing transaction with respect to property owned, built or acquired by the Company or any Subsidiary of the Company;

 

(40)        Liens securing
obligations in respect of the Designated L/C Facilities;

 

(41)        Liens on the cash
proceeds (and the related escrow account, and any money market funds or securities in which such cash proceeds are invested during the applicable escrow period) of any issuance of Specified Indebtedness in connection with the cash proceeds of such
Specified Indebtedness being placed into (and pending the release from) escrow; and

 

(42)        Liens incurred in
connection with all transactions (i) contemplated by the Boost Asset Purchase Agreement and (ii) entered into pursuant to the consent decree originally filed by the U.S. Department of Justice with the U.S. District Court for the District of Columbia
on July 26, 2019, as agreed to the U.S. Department of Justice, Parent, DT, Sprint Corporation, SoftBank Group Corp., and DISH Network Corporation, as it may be further amended or modified.

 

 

Permitted MetroPCS Notes
shall have the meaning assigned to such term in the Business Combination Agreement.

 

Permitted
Post-IG

Event Election Liens” means:

 

(1)           Permitted Liens,
other than those Permitted Liens incurred pursuant to clause (1), (6) and (7) of the definition thereof;

 

(2)           Liens to secure
Specified Indebtedness represented by Financing Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase
price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of the Company or its Subsidiaries; provided that Liens securing
Specified Indebtedness permitted to be incurred pursuant to this clause (2) extend only to the assets purchased with the proceeds of such Specified Indebtedness, accessions to such assets, lease and sublease interests related thereto and upgrades
thereof and the proceeds and products thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and customary security deposits in respect thereof; provided, however, that individual financings of
equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

 

(3)           Liens existing on
the Series Issue Date (other than Liens permitted by clause (4) below);

 

(4)           Liens created for
the benefit of (or to secure) First Lien Obligations in an aggregate principal amount not to exceed $19.0 billion at any time outstanding;

 

(5)          Liens with respect to
Specified Obligations that do not exceed 15% of Consolidated Net Tangible Assets determined on a Pro Forma Basis for the most recently ended Test Period; and

 

(6)           Liens to secure any
modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Specified Indebtedness
secured by any Lien included or incorporated by reference in this definition of “Permitted Post-IG Event Election Liens” (including any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs,
underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or
replacement); provided, however, that:

 

(a)          the new Lien
shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and
proceeds or distributions of such property and assets and improvements and accessions thereto); and

 

(b)          the Specified
Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater,

 

 

committed amount, of the Specified Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or
discharge.

 

Permitted
Receivables

Financing” means any Receivables Financing of a Permitted Receivables Financing Subsidiary the terms of which (including financing terms, covenants, termination events and other provisions) (a) have been negotiated at arm’s length and (b) are,
in the good faith determination of the Company’s Board of Directors or a senior financial officer of the Company, which determination shall be conclusive, in the aggregate economically fair and reasonable to the Company and its Subsidiaries.

 

Permitted
Receivables

Financing Assets” means financial assets, including accounts receivable, chattel paper and other payment rights, and related assets (including contract rights and insurance payments), and the proceeds thereof.

 

Permitted
Receivables

Financing Subsidiary” means, collectively, (i) each Existing Receivables Financing Subsidiary, (ii) each other Wholly-Owned Subsidiary of the Company that engages in no material activities other than in connection with Permitted Receivables
Financings and any business or activities incidental or related to such business and (iii) any other Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Company or any of its Subsidiaries makes a Specified
Investment and to which the Company or any of its Subsidiaries transfers Permitted Receivables Financing Assets that engages in no material activities other than in connection with Permitted Receivables Financings, and any business or activities
incidental or related to such business, and in the case of clause (ii) or (iii) above which is designated by the Board of Directors of the Company (as provided below) as a Permitted Receivables Financing Subsidiary and in each case (a) no portion of
the Specified Indebtedness (contingent or otherwise) of which (i) is guaranteed by Parent, the Company or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary or (to the extent that it might be deemed a guaranty)
pursuant to Standard Securitization Undertakings, or (ii) is recourse to or obligates Parent, the Company or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard
Securitization Undertakings, (b) to which none of Parent, the Company or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause
such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by delivery to the Trustee of a certified copy of the resolution of the Board of Directors of
the Company giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

 

Permitted
Refinancing

Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries, any Disqualified Stock of the Company or any Preferred Stock of any Restricted Subsidiary issued to Refinance any other Indebtedness of the Company or
any of its Restricted Subsidiaries (other than intercompany Indebtedness), any Disqualified Stock of the Company or any Preferred Stock of a Restricted Subsidiary in a principal amount or, in the case of Disqualified Stock of the Company or Preferred
Stock of a Restricted Subsidiary, liquidation

 

 

preference, not to exceed (after
deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing) the lesser of:

 

(1)          the principal amount
or, in the case of Disqualified Stock or Preferred Stock, liquidation preference, of the Indebtedness, Disqualified Stock or Preferred Stock so Refinanced (plus, in the case of Indebtedness, the amount of accrued interest and premium, if any paid in
connection therewith), and

 

(2)          if the Indebtedness
being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing;

 

in each
case, except to the extent that any such excess principal amount (or accreted value, as applicable) would be then permitted to be incurred by other provisions of Section 4.09 of the Base Indenture; provided that such excess principal amount
of Indebtedness shall be deemed to be incurred under such other provision.

 

Notwithstanding
the

preceding, no Indebtedness, Disqualified Stock or Preferred Stock will be deemed to be Permitted Refinancing Indebtedness, unless:

 

(1)          such Indebtedness,
Disqualified Stock or Preferred Stock has a final maturity date or redemption date, as applicable, later than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced;

 

(2)          if the Indebtedness,
Disqualified Stock or Preferred Stock being Refinanced is contractually subordinated in right of payment to the Notes, such Indebtedness, Disqualified Stock or Preferred Stock is contractually subordinated in right of payment to, the Notes, on terms
at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced at the time of the Refinancing; and

 

(3)          such Indebtedness or
Disqualified Stock is incurred or issued by the Company or such Indebtedness, Disqualified Stock or Preferred Stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the
Disqualified Stock or Preferred Stock being Refinanced, or a Restricted Subsidiary of such obligor or issuer.

 

Permitted
Spectrum

Financing” means the Existing Sprint Spectrum Transaction.

 

Permitted Spectrum
Financing Subsidiary
” means, collectively, (i) the Existing Sprint Spectrum Note Entities and (ii) any future special purpose vehicle Subsidiaries of the Company (including any “Depositors” and “Intermediate HoldCos”) formed as part of and for
the purpose of consummating a future transaction similar to the Existing Sprint Spectrum Transaction, together with their successors and assigns and any Subsidiary thereof.

 

Permitted Tower
Financing
” means the Specified Towers Transactions.

 

 

 

Permitted
Tower

Financing Subsidiary” means any financing subsidiary formed in connection with a Permitted Tower Financing.

 

Phoenix
Towers

Transaction Agreements” means (i) the Purchase and Sale Agreement, dated as of July 30, 2015 (as the same may be amended, modified, or supplemented from time to time), among the Company, certain Subsidiaries of the Company, PTI US Acquisitions,
LLC, and each sale site subsidiary party thereto; (ii) the Purchase and Sale Agreement (PR Sale Sites), dated as of October 28, 2015 (as the same may be amended, modified, or supplemented from time to time), among the Company, certain Subsidiaries of
the Company, PTI US Acquisitions, LLC, and each sale site subsidiary party thereto; and (iii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from
time to time.

 

Post-Petition

Interest” means all interest (or entitlement to fees or expenses or other charges) accruing or that would have accrued after the commencement of any Insolvency Proceeding, irrespective of whether a claim for post-filing or petition interest (or
entitlement to fees or expenses or other charges) is allowed or allowable in any such Insolvency Proceeding.

 

Principal

Property” means the land, land improvements, buildings and fixtures (to the extent they constitute real property interests) (including any leasehold interest therein) constituting the principal corporate office and the equipment located thereon
which (a) is owned by the Company or any of its Subsidiaries; (b) has not been determined in good faith by the Board of Directors of the Company not to be materially important to the total business conducted by Company and its Subsidiaries taken as a
whole; and (c) has a net book value on the date as of which the determination is being made in excess of 1.0% of Consolidated Net Tangible Assets as most recently determined on or prior to such date (including, for purposes of such calculation, the
land, land improvements, buildings and such fixtures comprising such office).

 

Pro
Forma Basis
” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Pro Forma Transactions) in accordance
with the following provisions, mutatis mutandis:

 

(1)          pro forma effect
shall be given to any transaction (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that has been made by any Person that has become a Subsidiary of the Company or has
been merged with or into the Company or any Subsidiary of the Company during the relevant Test Period or subsequent to such period but on or prior to the date on which compliance is to be evaluated and that would have constituted a Pro Forma
Transaction had such transactions occurred when such Person was a Subsidiary of the Company, as if such transaction was a Pro Forma Transaction that occurred on the first day of such relevant Test Period; and

 

(2)          such pro forma effect
shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if the subject transaction(s) had occurred on the first day of the
four-quarter reference period and Specified Consolidated Cash Flow for such reference period shall be

 

 

calculated without giving effect to clause (3) of the
proviso set forth in the definition of Specified Consolidated Net Income.

 

Pro
Forma Transactions
” means, (x) the Sprint Transactions, (y) any incurrence or repayment of Specified Indebtedness (other than working capital or Specified Indebtedness incurred in the ordinary course of business), any Specified Investment that
results in a Person becoming a Subsidiary of the Company, any Permitted Acquisition or disposition that results in a Subsidiary ceasing to be a Subsidiary or any Specified Investment constituting an acquisition of assets constituting a business unit,
line of business or division of another Person or any disposition of a business unit, line of business or division of the Company or any Subsidiary of the Company, in each case whether by merger, consolidation, amalgamation or otherwise and in each
case under this clause (y) with a Specified Fair Market Value in excess of $25,000,000 and (z) any restructuring or cost saving, operational change or business rationalization initiative or other initiative.

 

Q4
Note Issuances
” means, collectively, (i) the Company’s issuance on October 6, 2020 of (a) $0.5 billion in aggregate principal amount of its 2.050% Senior Secured Notes due 2028 (constituting an additional issuance of notes of such series issued
in an aggregate principal amount of $1.25 billion on June 24, 2020), (b) $0.75 billion in aggregate principal amount of its 2.550% Senior Secured Notes due 2031 (constituting an additional issuance of notes of such series issued in an aggregate
principal amount of $1.75 billion on June 24, 2020), (c) $1.25 billion in aggregate principal amount of its 3.000% Senior Secured Notes due 2041 and (d) $1.5 billion in aggregate principal amount of its 3.300% Senior Secured Notes due 2051 and (ii)
the Company’s issuance on October 28, 2020 of (a) $1.0 billion in aggregate principal amount of its 2.250% Senior Secured Notes due 2031, (b) $1.25 billion in aggregate principal amount of its 3.000% Senior Secured Notes due 2041 (constituting an
additional issuance of notes of such series issued in an aggregate principal amount of $1.25 billion on October 6, 2020), (c) $1.50 billion in aggregate principal amount of its 3.300% Senior Secured Notes due 2051 (constituting an additional issuance
of notes of such series issued in an aggregate principal amount of $1.50 billion on October 6, 2020) and (d) $1.0 billion in aggregate principal amount of its 3.600% Senior Secured Notes due 2060.

 

Q4
Prepayment
” means the Company’s prepayment in full on October 9, 2020 of the term loans outstanding, together with accrued and unpaid interest, under the Credit Agreement.

 

Rating Agency” means each of Moody’s, S&P, Fitch and, if any of Moody’s, S&P or Fitch ceases to exist or
ceases to rate the Notes of the applicable Series for reasons outside of the control of the Company, any other “nationally recognized statistical rating organization” as such term is defined under Section 3(a)(62) of the Exchange Act selected by
the Company as a replacement agency.

 

Rating

Event” with respect to any series of Notes means the Notes of such series cease to be rated Investment Grade by at least two Rating Agencies on any day during the Ratings Decline Period.

 

Ratings
Decline

Period” means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention by the Company or a stockholder of the Company as applicable, to effect a
Change of Control or (b) the

 

 

occurrence thereof and (ii) ends
90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the notes of the applicable series, as noted by the applicable Rating Agency, is under publicly announced
consideration for downgrade by the applicable Rating Agency.

 

Receivables

Financing” means any transaction or series of transactions that may be entered into by Parent, the Company or any Subsidiary pursuant to which Parent, the Company or any Subsidiary of the Company may sell, convey or otherwise transfer to (a) a
Permitted Receivables Financing Subsidiary (in the case of a transfer by Parent, the Company or any Subsidiary of the Company) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted
Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of Parent, the Company or any Subsidiary of the Company.

 

Refinancing
or “Refinance” shall mean, with respect to any Indebtedness or Specified Indebtedness, as applicable, any other Indebtedness or Specified Indebtedness, as applicable, issued (a) in exchange for, or the net proceeds of which are used to, extend
the maturity renew, refund, refinance, replace, defease, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to or a deferral or renewal of such Indebtedness or Specified
Indebtedness, as applicable.

 

Responsible

Officer” means, (i) when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee (or any successor group thereto) or any other officer of the Trustee who customarily performs functions similar to those
performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject
and who has responsibility for the administration of the Indenture and (ii) as to any other Person, the chief executive officer, president, chief financial officer, chief accounting officer, treasurer or director of such Person, but in any event,
with respect to financial matters, the chief financial officer, chief accounting officer, treasurer or director of such Person. Unless otherwise qualified or the context otherwise requires, all references to a “Responsible Officer” mean a Responsible
Officer of the Company.

 

S&P
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and its successors.

 

September 2010 Senior Notes
Indenture
” means the Indenture, dated as of September 21, 2010, as supplemented by the Second Supplemental Indenture, dated November 17, 2010, among MetroPCS Wireless, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee,
as supplemented by the Fourth Supplemental Indenture, dated as of December 23, 2010, by MetroPCS Wireless, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, as further supplemented by the December 2012 Senior Notes Sixth
Supplemental Indenture, as further supplemented by the Seventh Supplemental Indenture, dated as of May 1, 2013, among the Company, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, as further supplemented by the Eighth Supplemental
Indenture, dated as of July 15, 2013, among the Company, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, as further supplemented by that certain Ninth Supplemental Indenture, dated as of August 11, 2014, among

 

 

the Company, the guarantors named therein and Wells Fargo
Bank, N.A., as trustee, as further supplemented by that certain Tenth Supplemental Indenture, dated as of September 28, 2015, among the Company, the guarantors named therein and Wells Fargo Bank, N.A., as trustee, and as further supplemented by that
certain Eleventh Supplemental Indenture, dated as of August 30, 2016, among the Company, the guarantors named therein and Wells Fargo Bank, N.A., as trustee.

 

Series Issue Date Existing
Indebtedness
” means, with respect to a series of Notes, the Notes of any series issued under the Base Indenture and in existence on the applicable Series Issue Date for such series of Notes (including the DT Notes) (and any “Exchange Notes” (as
defined in the Base Indenture) relating thereto) and, in each case, the related Note Guarantees (other than the Notes of such series issued on the Series Issue Date), including, for the avoidance of doubt, the Existing T-Mobile Unsecured Notes.

 

Significant

Subsidiary” means, with respect to any specified Person, any Subsidiary of such Person that as of the end of the most recent fiscal quarter for which financial statements are available, would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on April 9, 2020, of such Person. 

 

Specified
Cash

Equivalents” means: 

 

(1)          United States
dollars, pounds sterling, euros, Canadian dollars, Swiss francs, the national currency of any member state of the European Union or any other foreign currencies held by the Company and its Subsidiaries from time to time in the ordinary course of
business;

  

(2)          securities issued or
directly and fully guaranteed or insured by the government of the United States of America, Canada, the United Kingdom, Switzerland or any country that is a member of the European Union or any agency or instrumentality thereof (provided that
the full faith and credit of the United States, Canada, the United Kingdom, Switzerland or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years
from the date of acquisition;

 

(3)          demand deposits,
certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial
bank having capital and surplus in excess of $250.0 million, in the case of U.S. banks, and $100.0 million (or the foreign currency equivalent thereof), in the case of non-U.S. banks;

 

(4)          repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

  

(5)          commercial paper
having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;

 

 

(6)          securities issued and
fully guaranteed by any state, commonwealth or territory of the United States, Canada, any country that is a member of the European Union, the United Kingdom or Switzerland or by any political subdivision or agency or instrumentality of the
foregoing, rated at least “A” (or the equivalent thereof) by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition;

  

(7)          auction rate
securities rated at least “AA-” or “Aa3” (or the equivalent thereof) by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;

 

(8)          investments,
classified in accordance with GAAP as current assets of the Company or any of its Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which
constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition;

 

(9)          any substantially
similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and

  

(10)        deposits or payments
made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable.

  

Specified
Consolidated

Cash Flow” means, with respect to any specified Person for any period, the Specified Consolidated Net Income of such Person for such period plus, without duplication:

  

(1)          provision for taxes
based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Specified Consolidated Net Income; plus

  

(2)          the Specified
Consolidated Interest Expense of such Person and its Subsidiaries for such period, to the extent that such Specified Consolidated Interest Expense was deducted in computing such Specified Consolidated Net Income; plus

  

(3)          depreciation,
amortization (including non-cash impairment charges and any write-off or write-down or amortization of intangibles) and other non-cash expenses or charges (excluding any such non-cash expense to the extent that it represents an ordinary course
accrual of or reserve for cash expenses in any future period or amortization of any ordinary course prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses or charges were deducted in computing such Specified Consolidated Net Income; plus

 

(4)          any nonrecurring or
unusual gains or losses or income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to any Permitted Tower Financing or any Permitted Spectrum Financing, (b) any fees,
expenses (including legal and professional expenses) or charges (not covered under sub-clause (d)

 

 

below) related to any sale or offering of Equity
Interests of such Person or Parent or any investment, acquisition, disposition, dividend, distribution, return of capital, recapitalization or the incurrence of any Specified Indebtedness, including refinancing thereof or the offering, amendment or
modification of any debt instrument, including the offering, any amendment or other modification of the Existing Sprint Unsecured Notes, the Existing T-Mobile Unsecured Notes and the notes issued from time to time under the Base Indenture (in each
case, whether or not successful and whether or not incurred prior to the Series Issue Date), (c) any premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Specified Indebtedness, (d) any fees or expenses relating to
the Sprint Transactions and the transactions contemplated in the Credit Agreement or the Bridge Credit Agreement, including any fees, expenses or charges related to any incurrence, issuance or offering of incremental facilities, replacement
facilities, extension facilities or incremental equivalent debt, or any amendment or modification of the Credit Agreement, the Bridge Credit Agreement, any other loan document executed and delivered in connection with the Credit Agreement or the
Bridge Credit Agreement or any documentation governing incremental equivalent debt (in each case, whether or not successful) and (e) restructuring charges, integration costs (including retention, relocation and contract termination costs) and related
costs and charges, and costs in connection with strategic initiatives, transition costs and information systems-related costs (including non-recurring employee bonuses in connection therewith and non-recurring product and intellectual property
development costs); plus

  

(5)          losses or discounts
on sales of Permitted Receivables Financing Assets in connection with any Permitted Receivables Financing; plus

 

(6)          [reserved]; plus

 

(7)          the “run rate”
expected cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies that are reasonably identifiable, factually supportable and expected in good faith to be realized as a
result of actions with respect to which substantial steps have been taken, will be, or are expected in good faith to be, taken within 24 months after the date of any acquisition, disposition, divestiture, restructuring, other operational changes or
the implementation of a cost savings or other similar initiative, as applicable (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and
expenses and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies were realized during the
entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such actions or substantial steps have been, will be or are expected to be taken within 24 months after (x) if
such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring or initiative is initiated on or prior to the date of the consummation of the Sprint Merger, the date of the consummation of the Sprint Merger or (y) if
such cost savings, expense reductions, charge, expense, acquisition, divestiture, restructuring, other operational changes or initiative is initiated after the date of the consummation of the Sprint Merger, the date on which such cost savings,
expense reductions, charge, expense, acquisition, divestiture, restructuring other operational changes or initiative is initiated and (B) no cost savings, operating expense reductions, restructuring charges and expense or synergies shall be added
pursuant to this defined term to the

 

 

extent duplicative of any expenses or charges otherwise
added to Specified Consolidated Cash Flow, whether through a pro forma adjustment or otherwise, for such period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Debt to Cash Flow Ratio”); plus

 

(8)          in addition to (but
not in duplication of) clause (7) above, the “run rate” expected cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies related to the Sprint Transactions that are
reasonably identifiable, factually supportable and expected in good faith to be realized as a result of actions with respect to which substantial steps have been taken, will be, or are expected in good faith to be, taken within 36 months after the
date of the consummation of the Sprint Merger (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies had been realized
on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and initiatives, restructuring charges and expenses and synergies were realized during the entirety of such period), net of the amount
of actual benefits realized during such period from such actions (which actions may be incremental to pro forma adjustments made pursuant to the definition of “Debt to Cash Flow Ratio”); minus

 

(9)          non-cash items
increasing such Specified Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

 

Notwithstanding
the

preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of the Company that is not a Subsidiary Guarantor will be added to Specified Consolidated Net
Income to compute Specified Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Subsidiary without prior governmental approval
(that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.

 

For the
avoidance of doubt, calculations of “Specified Consolidated Cash Flow” of the Company for any period prior to the date of the consummation of the Sprint Merger for purposes of calculating the Debt to Cash Flow Ratio shall be on a Pro Forma Basis.

 

Specified
Consolidated

Indebtedness” means, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Specified Indebtedness of such Person and its Subsidiaries described in clauses (a)(1) and (2) (excluding,
for the avoidance of doubt, surety bonds, performance bonds and similar instruments) of the definition of Specified Indebtedness, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with GAAP,
including, without duplication, the outstanding principal amount of the Notes; provided that Specified Consolidated Indebtedness shall not include (w) Specified Indebtedness incurred in connection with any Permitted Tower Financing or other special
purpose entity financing (other than Specified Indebtedness incurred by a Permitted

 

 

Spectrum Financing Subsidiary,
including the Existing Sprint Spectrum-Backed Notes), (x) obligations in respect of letters of credit, except to the extent of any unreimbursed amounts thereunder or (y) Specified Indebtedness constituting Financing Lease Obligations, purchase money
debt or other similar Specified Indebtedness.

  

Specified
Consolidated

Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

 

(1)          the consolidated
interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Financing Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any)
pursuant to Hedging Obligations); plus

  

(2)          [reserved]; plus

 

(3)          any interest expense
on that portion of Specified Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such Specified Guarantee or Lien is
called upon); plus

  

(4)          the product of (a)
all dividend payments on any series of Preferred Stock of such Person or any of its Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined U.S. federal, state and local
statutory tax rate of such Person, expressed as a decimal;

  

in each
case, on a consolidated basis and in accordance with GAAP; excluding, however, (i) [reserved], (ii) annual agency fees paid to the administrative agents and collateral agents or similar agents under the Credit Agreement, the Bridge Credit Agreement
or other credit facilities, (iii) any additional interest with respect to failure to comply with any registration rights agreement owing with respect to any securities, (iv) costs associated with obtaining Swap Obligations, (v) any expense resulting
from the discounting of any Specified Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Sprint Transactions or any acquisition, (vi) penalties and interest
relating to taxes, (vii) any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (viii) amortization or expensing of deferred financing fees, amendment and
consent fees, debt issuance costs, commissions, fees, expenses and discounted liabilities and any other amounts of non-cash interest, (ix) any expensing of bridge, commitment and other financing fees and any other fees related to the Sprint
Transactions or any acquisitions after April 9, 2020, (x) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty, (xi) interest expense attributable to a parent entity resulting from push-down accounting,
and (xii) any lease, rental or other expense in connection with a non-financing lease.

 

 

Specified
Consolidated

Net Income” means, with respect to any specified Person for any period, the aggregate of the Specified Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

 

(1)          the positive
Specified Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a
Subsidiary of the Person;

 

(2)          [reserved];

 

(3)          the effect of a
change in accounting principles or in the application thereof (including any change to IFRS and any cumulative effect adjustment), in each case, will be excluded;

 

(4)          unrealized losses and
gains attributable to Hedging Obligations, including those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded;

 

(5)          any non-cash
compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees, will be excluded;

 

(6)          all extraordinary,
unusual or non-recurring charges, gains and losses including, without limitation, all restructuring costs, severance costs, one-time compensation charges, transition costs, facilities consolidation, closing or relocation costs, costs incurred in
connection with any acquisition (including the Sprint Business Combination) prior to or after the date of the consummation of the Sprint Merger (including integration costs), including all fees, commissions, expenses and other similar charges of
accountants, attorneys, brokers and other financial advisors related thereto and cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase
Capital Stock, shall be excluded;

 

(7)          any fees and
expenses, including prepayment premiums and similar amounts, incurred during such period, or any amortization thereof for such period, in connection with any equity issuance, acquisition, disposition, recapitalization, Specified Investment, asset
sale, issuance or repayment of Specified Indebtedness (including any issuance of Notes), financing transaction or amendment or modification of any debt instrument (including, in each case, any such transaction undertaken but not completed), shall be
excluded;

 

(8)          any gains and losses
from any early extinguishment of Specified Indebtedness shall be excluded;

 

(9)          any gains and losses
from any redemption or repurchase premiums paid with respect to Specified Indebtedness shall be excluded; and

 

 

(10)        any write-off or
amortization of deferred financing costs (including the amortization of original issue discount) associated with Specified Indebtedness shall be excluded.

 

Specified
Fair

Market Value” means the value that would be paid by a buyer to an unaffiliated seller, determined in good faith by the Company’s Board of Directors or a senior officer of the Company, which determination shall be conclusive; provided that

any sale, lease, license or other disposition of assets in connection with the Sprint Business Combination (including any required regulatory divestitures) shall be deemed to be for Specified Fair Market Value regardless of whether such sale, lease,
license or other disposition meets the requirement of this definition.

 

Specified

Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Specified Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or
to maintain financial statement conditions or otherwise); provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity
obligations in effect on the date of the consummation of the Sprint Merger or entered into in connection with any acquisition or disposition permitted under the Indenture (other than such obligations with respect to Specified Indebtedness). The
amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or
determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

 

Specified

Indebtedness” means, with respect to any specified Person, without duplication,

 

(1)     any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not
contingent:

 

(a)     in respect of borrowed
money;

 

(b)     evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

 

(c)     in respect of banker’s
acceptances;

 

(d)     representing Financing
Lease Obligations;

 

 

(e)     representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such
property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable or escrow for obligations, including indemnity obligations; or

 

(f)      representing any Hedging Obligations; and

 

(2)          any financial liabilities recorded in respect of the upfront proceeds received in connection with the Specified Towers
Transactions,

 

in each case, if and only to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Specified Indebtedness” includes all Specified Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Specified Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Specified Guarantee by the specified Person of any Specified Indebtedness of any other Person.
Notwithstanding the foregoing, the following shall not constitute Specified Indebtedness: (1) accrued expenses and trade accounts payable arising in the ordinary course of business; (2) any indebtedness that has been defeased in accordance with GAAP or
defeased pursuant to the deposit of cash or Specified Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust,
escrow or account created or pledged for the sole benefit of the holders of such indebtedness, and in accordance with the other applicable terms of the instrument governing such indebtedness; (3) any obligation arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (4) any obligation arising from any agreement providing for indemnities, Specified Guarantees, escrows, purchase
price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Specified Guarantees of Specified Indebtedness) incurred by any Person in connection with the
acquisition or disposition of assets; (5) Standard Securitization Undertakings and obligations incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to Parent, the Company or any of the
“Restricted Subsidiaries” under the Credit Agreement other than (A) one or more Permitted Receivables Financing Subsidiaries and (B) pursuant to Standard Securitization Undertakings; (6) accruals for payroll and other liabilities accrued in the
ordinary course of business; (7) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller; (8) all intercompany liabilities among the Company and/or the
Subsidiaries having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (9) any operating lease that must be recognized on the balance sheet of such Person as a lease
liability and right-of-use asset in accordance with the Financial Accounting Standards Board Update No. 2016-02, dated February 2016 (Leases (Topic 842)), which adopts Accounting Standards Codification 842.

 

The amount of any Specified Indebtedness outstanding as of any date will be:

 

 

(a)       the accreted value of the Specified Indebtedness, in the case of any Specified Indebtedness issued with original issue discount;

 

(b)       in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would
be payable (giving effect to netting) by such Person at such time;

 

(c)       the principal amount of the Specified Indebtedness, in the case of any other Specified Indebtedness; and

 

(d)       in respect of Specified Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

 

(i)     the Specified Fair Market Value of such assets at the date of determination; and

 

(ii)    the amount of the Specified Indebtedness of the other Person.

 

Specified Investments” means:

 

(A)       prior to the occurrence of an Investment Grade Event Election, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Specified Guarantees), advances (excluding commission, travel, entertainment, drawing accounts and similar advances to directors, officers and employees made in the
ordinary course of business and excluding the purchase of assets, equipment, property or accounts receivables created or acquired in the ordinary course of business) or capital contributions, and purchases or other acquisitions for consideration of
Specified Indebtedness, Equity Interests or other securities. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made a Specified Investment on the date of any such sale or disposition equal to the Specified Fair
Market Value of the Company’s Specified Investments in such Restricted Subsidiary. Except as otherwise provided in the Indenture, the amount of a Specified Investment will be determined at the time the Specified Investment is made and without giving
effect to subsequent changes in value; and

 

(B)       following the occurrence of an Investment Grade Event Election, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Specified Guarantees), advances (excluding commission, travel, entertainment, drawing accounts and similar advances to directors, officers and employees made in the
ordinary course of business and excluding the purchase of assets, equipment, property or accounts receivables created or acquired in the ordinary course of business) or capital contributions, and purchases or other acquisitions for consideration of
Specified Indebtedness, Equity Interests or other securities. If the Company or any of its Wholly-Owned Subsidiaries that are “Restricted Subsidiaries” under the Credit Agreement sells or otherwise disposes of any Capital Stock of any direct or
indirect Wholly-Owned Subsidiary that is a “Restricted Subsidiary” under the Credit Agreement such that, after giving effect to any such sale or disposition, such

 

 

Person is no longer a “Restricted Subsidiary” under the Credit Agreement, the Company will be deemed to have made an Investment on the date of any
such sale or disposition equal to the Specified Fair Market Value of the Company’s Investments in such “Restricted Subsidiary” under the Credit Agreement. Except as otherwise provided in the Indenture, the amount of an Investment will be determined at
the time the Investment is made and without giving effect to subsequent changes in value.

  

Specified Net Income” means, with respect to any specified Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock accretion or dividends, excluding however:

 

(1)       any gain (or loss), together with any related provision for taxes on such gain (or loss) realized in connection with: (a) dispositions
of assets (other than in the ordinary course of business); or (b) the extinguishment of any Specified Indebtedness of such Person or any of its Subsidiaries; and

 

(2)       any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

 

Specified Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, cash
collateral obligations, damages and other liabilities payable under the documentation governing any Specified Indebtedness (including, without limitation, interest, fees or expenses which accrue after the commencement of any bankruptcy case or
proceeding, whether or not allowed or allowable as a claim in any such case or proceeding).

  

Specified Permitted Business” means any business, service or other activity in which the Company and its
Subsidiaries or any direct or indirect parent of the Company were engaged on the date of the consummation of the Sprint Merger, or any business similar, related, complementary, incidental or ancillary thereto or that constitutes a reasonable extension,
development or expansion thereof, or any business reasonably related to the telecommunications industry, and the acquisition, holding or exploitation of any license relating to the delivery of those services.

  

Specified Permitted Joint Venture Investment” means, with respect to any specified Person, Specified Investments
in any other Person engaged in a Specified Permitted Business of which at least 40% of the outstanding Capital Stock of such other Person is at the time owned directly or indirectly by the specified Person.

  

Specified Towers Transactions” means the transactions contemplated by the Specified Towers Transactions
Agreements.

 

Specified Towers Transactions Agreements” means the Crown Towers Transaction Agreements, the Phoenix Towers
Transaction Agreements and the Sprint Towers Transaction Agreements.

 

Spectrum” means frequencies of electromagnetic spectrum used to provide fixed or mobile communications services
as licensed or authorized by the FCC.

 

 

 

 

SpectrumCo1” means, collectively, the Spectrum special purpose vehicle Subsidiaries of Parent existing on
April 9, 2020 that are part of, and were formed for the purpose of, transactions relating to the First Priority Initial Spectrum Obligations (including in respect of any additional sales or transfers of Spectrum, any additional issuances of notes
thereby and any amendments thereto).

 

Sprint Business Combination” means the acquisition by Parent or any of its Subsidiaries, whether directly or
indirectly, of Sprint Corporation.

 

Sprint Business Combination Agreement” means the 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), by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation,
Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp.

  

Sprint Capital Corporation Indenture” means that certain Indenture, dated as of October 1, 1998, by Sprint
Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee, as supplemented by the First Supplemental Indenture, dated as of January 15, 1999, among Sprint Capital
Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee, the Second Supplemental Indenture, dated as of October 15, 2001, among Sprint Capital Corporation, Sprint Corporation and
The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee, the Third Supplemental Indenture, dated as of September 11, 2013, among Sprint Capital Corporation, Sprint Corporation, Sprint Communications, Inc. (formerly
known as Sprint Nextel Corporation) and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee, and the Fourth Supplemental Indenture, dated as of May 18, 2018, among Sprint Capital Corporation, Sprint
Communications, Inc. (formerly known as Sprint Nextel Corporation), and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee.

 

Sprint Communications, Inc. Indenture” means that certain Senior Notes Indenture, dated as of November 20, 2006,
between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) and The Bank of New York Trust Company, N.A., as trustee, as supplemented by the Seventh Supplemental Indenture, dated as of November 20, 2012, among Sprint
Communications, Inc. (formerly known as Sprint Nextel Corporation), the subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee, the Eighth Supplemental Indenture, dated as of September 11, 2013, among Sprint
Corporation, Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) and The Bank of New York Trust Company, N.A., as trustee, and the Thirteenth Supplemental Indenture, dated as of May 14, 2018, among Sprint Communications, Inc.
(formerly known as Sprint Nextel Corporation) and The Bank of New York Mellon Trust Company, N.A., as trustee.

 

   

Sprint Corporation Indenture” means that certain Senior Notes Indenture, dated as of September 11, 2013, between
Sprint Corporation and the Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Sixth Supplemental Indenture, dated as of May 14, 2018, between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A, as
trustee.

 

Sprint Merger” means the merger of Sprint Corporation, a Delaware corporation, with a merger subsidiary of Parent
with Sprint Corporation as the surviving Person and following its contribution by Parent to the Company, as a Wholly-Owned Subsidiary of the Company, pursuant to the Sprint Business Combination Agreement.

 

Sprint Towers Transaction Agreements” means (i) the towers transactions agreements entered into prior to April 9,
2020 by Sprint Corporation and its affiliates and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.

  

Sprint Transactions” means, collectively, (i) the consummation of the Sprint Merger, (ii) [reserved],
(iii) [reserved], (iv) the contribution by Parent of Sprint Corporation to the Company, or consummation of another transaction by which Sprint Corporation becomes a direct or indirect Wholly-Owned Subsidiary of the Company, (v) the execution, delivery
and performance by the Company and each other loan party of the Credit Agreement and the Bridge Credit Agreement and each other loan document required to be delivered thereunder, the borrowing of loans thereunder and the use of proceeds thereof and the
issuance of letters of credit thereunder, (vi) the issuance and sale of the $19.0 billion of Existing T-Mobile Secured Notes on April 9, 2020 in connection with the refinancing of the Bridge Credit Agreement and the use of proceeds thereof, (vii) the
repayment, repurchase and retirement, redemption, discharge (including constructive discharge) and/or call for redemption (or causing the applicable borrower or issuer to do so) of Specified Indebtedness in connection with the Sprint Merger as
contemplated by the Sprint Business Combination Agreement and (viii) the payment of all fees (including original discount), costs and expenses incurred by Parent, the Company or any of their Subsidiaries in connection with the foregoing.

  

Standard Securitization Undertakings” means representations, warranties, covenants and indemnities (including
repurchase obligations in the event of a breach of representation and warranty) made or provided, and limited recourse guarantees, performance guarantees and servicing obligations undertaken, by the Company or any of its Subsidiaries in connection with
a Permitted Receivables Financing, a Permitted Spectrum Financing or a Permitted Tower Financing of a character appropriate for the assets being securitized and which have been negotiated at arm’s length with an unaffiliated third party. For the
avoidance of doubt, the undertakings included in the Existing Sprint Spectrum Financing Documents (and substantially similar undertakings to the foregoing in any similar arrangements) constitute Standard Securitization Undertakings.

  

Swap Obligation” means with respect to any of the Company, Parent or any Guarantor, any obligation to pay or
perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

 

 

 

Test Period” means on any date of determination, the period of four consecutive fiscal quarters of the Company (taken as one accounting
period) then most recently ended for which internal financial statements are available immediately preceding the date on which the action for which such calculation is being made shall occur.

 

TMUS Working Capital Facility” shall have the meaning assigned to such term in the Business Combination Agreement.

 

Tower Obligations” means long-term financial obligations in the amount of the net proceeds received and
recognized interest on the obligations pursuant to the Specified Towers Transactions Agreements.

 

Transactions” means (i) the Merger, (ii) the offering of the Permitted MetroPCS Notes and the DT Notes and the incurrence of the TMUS
Working Capital Facility, (iii) the refinancing of Existing Indebtedness on or prior to the Closing Date, (iv) the “Cash Payment” and the “MetroPCS Reverse Stock Split,” each as defined in the Business Combination Agreement, and (v) all other
transactions consummated in connection therewith.

 

UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be
in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction.

 

Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the
Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that:

 

(1)          such Subsidiary does not hold any Liens on any property of Parent, the Company or any of its Restricted
Subsidiaries; and

 

(2)          such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent that such guarantee or credit support would be released upon such designation.

 

Wholly-Owned Subsidiary” of any specified Person means a Subsidiary of such Person, all of the outstanding Capital Stock or other
ownership interests of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable legal requirements) is owned by such Person directly or through one or more Wholly-Owned
Subsidiaries of such Person. Except if expressly otherwise specified, Wholly-Owned Subsidiary means a Wholly-Owned Subsidiary of the Company.

 

Section 1.02          Other

Definitions.

 

Additional Notes 2.03
Base Indenture Recitals
Forty-Third Supplemental Indenture Preamble
Series Issue Date Preamble

 

 

 

Section 1.03         Rules

of Construction.

 

Unless the context otherwise requires:

 

(1)          a term has the meaning assigned to it;

 

(2)          an accounting term not otherwise defined
has the meaning assigned to it in accordance with GAAP;

 

(3)          “or” is not exclusive;

 

(4)          words in the singular include the plural,
and in the plural include the singular;

 

(5)          “will” shall be interpreted to express a
command;

 

(6)          provisions apply to successive events and
transactions;

 

(7)          “including” means “including, without
limitation”; and

 

(8)          references to sections of or rules under
the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

 

ARTICLE II.
THE NOTES

 

Section 2.01         Creation

of the Notes; Designations.

 

In accordance with Section 2.01 of the Base Indenture, the Company hereby creates a Series of Notes issued pursuant to the Indenture. The Notes of
this Series shall be known and designated as the “2.250% Senior Notes due 2026” of the Company. The Notes of this Series shall be entitled to the benefits of the Note Guarantee of each Guarantor signatory hereto, or that may hereafter execute a
supplemental indenture in accordance with Section 4.17 of the Base Indenture, each such Note Guarantee to be governed by Article X of the Base Indenture (including, without limitation, the provisions for release of such Note Guarantee in respect of the
Notes of this Series pursuant to Section 10.04 of the Base Indenture).

 

Section 2.02         Forms

Generally.

 

(a)         General. The Notes of this Series and the Trustee’s certificate of
authentication will be substantially in the form of Exhibit A hereto. The Notes of this Series may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note of this Series will be dated the date of its
authentication. The Notes of this Series shall be in minimum denominations of $2,000 and integral multiples of $1,000.

 

 

 

The terms and provisions contained in the Notes of this Series will constitute, and are hereby expressly made, a part of this Forty-Third
Supplemental Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Forty-Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any such Note conflicts with the express provisions of this Forty-Third Supplemental Indenture, the provisions of this Forty-Third Supplemental Indenture shall govern and be controlling.

 

(b)         Global Notes. Notes of this Series issued in global form will be
substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes of this Series issued in definitive form will be substantially in
the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes of this Series as
will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes of this Series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of this Series
represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding
Notes of this Series represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof.

 

Section 2.03          Terms

of Notes.

 

The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture
shall be $1,000,000,000; provided, however, that subject to the Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of Notes of this
Series, may issue additional notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price, the initial Interest Payment Date and rights under a related
registration rights agreement, if any. Any such Additional Notes shall be authenticated by the Trustee upon receipt of a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will
(together with all other Notes of this Series issued under the Indenture) constitute a single Series of Notes under the Indenture; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax
purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable.

 

(a)         The Notes of this Series issued on the Series Issue Date will be issued at
an issue price of 100% of the principal amount thereof.

 

(b)         The principal amount of the Notes of this Series is due and payable in
full on February 15, 2026 unless earlier redeemed.

 

 

 

(c)         The Notes of this Series shall bear interest (computed on the basis of a
360-day year comprised of twelve 30-day months) at the rate of 2.250% per annum from and including the Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on February 15 and August 15 of each year
(each, an “Interest Payment Date”), commencing August 15, 2021 to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding February 1 or August 1, respectively.

 

(d)         Principal of and interest on the Notes of this Series shall be payable as
set forth in Exhibit A.

 

(e)         Other than as provided in Article III of this Forty-Third Supplemental
Indenture, the Notes of this Series shall not be redeemable.

 

(f)          The Notes of this Series shall not be entitled to the benefit of any
mandatory redemption or sinking fund.

 

(g)         The Notes of this Series shall not be convertible into any other
securities.

 

(h)         The Notes of this Series will be unsubordinated debt securities and will
be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture.

 

(i)          The Company initially appoints the Trustee as Registrar and Paying Agent
with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed.

 

(j)          The Notes of this Series will initially be evidenced by one or more
Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

 

(k)         The Company shall pay principal of, premium, if any, and interest on the
Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

  

Section 2.04         Transfer

and Exchange.

 

The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for
registration of transfer and in compliance with Appendix A of the Base Indenture.

 

When Notes of this Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal
principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may

 

 

 

require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be
made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

 

Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the
Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any
premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

 

Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of
beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial
interest in such Global Note shall be required to be reflected in a book entry.

 

All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be
entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.

 

ARTICLE III.
REDEMPTION AND PREPAYMENT

 

Section 3.01         Optional

Redemption.

 

The Notes of this Series may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth
in Section 5 of the form of Note set forth in Exhibit A hereto, which are hereby incorporated by reference and made part of this Forty-Third Supplemental Indenture, together with accrued and unpaid interest, if any, thereon to, but not
including, the redemption date.

 

Section 3.02          Redemption

Procedures.

 

The provisions of Article III of the Base Indenture shall apply in the case of a redemption pursuant to this Article III except that, with respect
to this Series of Notes, Section 3.07 of the Base Indenture shall be amended by adding the phrase, “, if any,” immediately after “purchased or redeemed with Excess Proceeds, plus accrued and unpaid interest”.

 

ARTICLE IV.
COVENANTS

 

With respect to this Series of Notes, Article IV of the Base Indenture shall be amended as follows:

 

 

 

Section 4.03          Reports.

 

Section 4.03(a) shall be amended by deleting the second and third paragraphs in their entirety and replacing with the following:

 

“All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such
reports; provided that, if Parent is not required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to
such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is
also included or incorporated by reference in the prospectus supplement dated January 11, 2021 relating to the Notes of this Series. The Company will comply with TIA § 314(a).

 

If the SEC will not accept Parent’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on
its website, on intralinks.com or another website within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods).”

 

Section 4.03(a) shall be further amended by adding the following as the fourth paragraph:

 

“Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations
hereunder for purposes of Section 6.01(4) until 150 days after the receipt of the written notice delivered thereunder.”

 

Section 4.03(b) shall be deleted in its entirety and replaced with the following:

 

“If the combined operations of Parent and its Subsidiaries, excluding the operations of the Company and its Subsidiaries and excluding
Specified Cash Equivalents, would, if held by a single Subsidiary of the Company, constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company
and its Subsidiaries separate from the financial condition and results of operations of Parent and its other Subsidiaries; provided, however, that the requirements of this paragraph shall not apply if Parent or the Company files with the SEC the
reports referred to in clauses (1) and (2) of Section 4.03(a) hereof, and any such report contains the information required in this paragraph.”

 

Section 4.03(d) shall be amended by deleting “constructive notice” and replacing with “notice or actual knowledge”.

 

Section 4.04          Compliance Certificate

 

Section 4.04 shall be amended by revising the last sentence of the second paragraph thereunder by (i) deleting “promptly upon” and
replacing with “within 30 days after” and (ii)

 

 

 

adding at the end of the last sentence “unless such Default or Event of Default has been cured or waived in such period.”

 

Section 4.07         Restricted Payments.

 

Section 4.07(a)(3) shall be amended by (i) inserting the words “, (16) and (17)” after “(15)” and (ii) deleting the word “and” prior to “(15)” and
replacing it with “,”.

 

Section 4.07(a)(3)(G) shall be amended to read as follows:

 

“(G) the amount that would be calculated immediately prior to the consummation of the Merger on the Closing Date pursuant to clause (3) of the
second paragraph of Section 4.07(a) of the September 2010 Senior Notes Indenture, as in effect immediately prior to the effectiveness of the December 2012 Sixth Supplemental Indenture (provided that any calculation of cumulative Consolidated
Cash Flow and Consolidated Interest Expense in subclause (A) of such clause (3) shall include (x) the Company’s last fiscal quarter ending prior to the Closing Date, and (y) the period from the beginning of the Company’s fiscal quarter during which the
Closing Date occurs to the Closing Date, in each case, if internal financial statements are available for such period at the time of calculation, even if they are not available immediately prior to the consummation of the Merger on the Closing Date).”

 

The introductory statement in Section 4.07(b) shall be amended to read as follows: “The provisions of Section 4.07(a) hereof will not prohibit:”.

 

Section 4.07(b)(15) of the Base Indenture shall be amended to read as follows:

 

“(15) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary whose principal assets consist of cash and Cash Equivalents to the extent such cash and Cash Equivalents were invested in a Permitted Investment;”.

 

A new Section 4.07(b)(16) shall be included and read as follows:

 

“(16) other Restricted Payments in an aggregate amount since the Closing Date not to exceed the greater of (x) $1,600.0 million or (y) 6.0% of the
Consolidated Cash Flow of the Company; and”.

 

A new Section 4.07(b)(17) shall be included and read as follows:

 

“(17) any Restricted Payment; provided that the Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition
of “Debt to Cash Flow Ratio” after giving effect to such Restricted Payment would be equal to or less than 3.00 to 1.00;”.

 

After Section 4.07(b)(17), the following language shall be included:

 

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (16) or (17) of
this Section 4.07(b), no Default or Event of Default has occurred and is continuing or would be caused thereby.

 

 

 

For purposes of determining compliance with this Section 4.07, in the event that an Investment or Restricted Payment meets the criteria of more
than one of the categories described in clauses (1) through (17) of this Section 4.07(b) or one or more of the exceptions contained in the definition of “Permitted Investments,” the Company will be permitted to classify all or a portion of such
Investment or Restricted Payment on the date of its occurrence, or later reclassify all or a portion of such Investment or Restricted Payment, in any manner that complies with this Section 4.07.”

 

Section 4.08         Dividend

and Other Payment Restrictions Affecting Subsidiaries.

 

The provisions of Section 4.08(b)(3) of the Base Indenture shall be amended to read as follows:

 

“(3) Series Issue Date Existing Indebtedness, the Notes of any Series issued on the Series Issue Date, and any Additional Notes of the same
Series, the Note Guarantees in respect thereof, and the Base Indenture, as supplemented by the supplemental indenture for any such Series;”

 

The provisions of Section 4.08(b)(7) of the Base Indenture shall be amended to read as follows:

 

“(7) any instrument governing any secured Indebtedness or Financing Lease Obligation that imposes restrictions on the assets securing such
Indebtedness or the subject of such lease of the nature described in clause (3) of Section 4.08(a) hereof”.

 

Section 4.09         Incurrence

of Indebtedness and Issuance of Preferred Stock.

 

The lead in to Section 4.09(b) shall be amended to read as follows:

 

“The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted

Debt”), nor will they prohibit the Company from issuing the following types of Disqualified Stock or the Company’s Restricted Subsidiaries from issuing the following types of Preferred Stock:”.

 

Section 4.09(b)(1) of the Base Indenture shall be amended to read as follows:

 

“(1)        the incurrence by the Company and any Subsidiary Guarantor of additional Specified Indebtedness under Credit Facilities, provided
that giving effect to such incurrence, the aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) of all
Specified Indebtedness under Credit Facilities then outstanding under this paragraph (1) does not exceed the sum of (A) $8.0 billion, plus (B)(i) the greater of (x) $22.0 billion and (y) 1.00x Specified Consolidated Cash Flow, plus (ii) an unlimited
amount, so long as on a Pro Forma Basis (and calculated (x) as if any incremental revolving facility were fully drawn on the effective date thereof and (y) excluding any cash constituting proceeds of any Credit Facility), with respect to any Credit
Facility that constitutes First Lien Obligations, the First Lien Debt to Cash Flow Ratio does not exceed 2.00 to 1.00 (or, if incurred in connection with a Permitted Acquisition or other Specified Investment, the First Lien Debt to Cash Flow Ratio
would not exceed the First Lien Debt

 

 

 

to Cash Flow Ratio immediately prior to such Permitted Acquisition or other Specified Investment); provided that Credit Facilities will be deemed to
be incurred under the foregoing clause (ii) before clause (i), and to the extent amounts are incurred concurrently under the foregoing clauses (i) and (ii), the applicable ratio may exceed the applicable ratio level set forth in clause (ii) to the
extent of such amounts incurred in reliance under clause (i);”

 

Section 4.09(b)(2) of the Base Indenture shall be amended to read as follows:

 

“(2)       the incurrence by the Company and its Restricted Subsidiaries of any Existing Indebtedness or any Series Issue Date Existing
Indebtedness;”.

 

Section 4.09(b)(3) of the Base Indenture shall be amended to read as follows:

 

“(3)       the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by (i) the Notes of this Series to be issued on
the date of the Forty-Third Supplemental Indenture and the related Note Guarantees and (ii) the 2029 Notes and the 2031 Notes and the related Note Guarantees;”.

 

Section 4.09(b)(4) of the Base Indenture shall be amended to read as follows:

 

“(4)        the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Financing Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of
property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4);”.

 

Section 4.09(b)(11) of the Base Indenture shall be amended to read as follows:

 

“(11)     the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from (a) the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of notice to the Company or any of its Restricted Subsidiaries, (b) in respect of netting,
overdraft protection and other arrangement arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement or (c) in respect of the
financing of insurance premiums in the ordinary course of business, provided that the aggregate principal amount of Indebtedness incurred pursuant to clauses (11)(b) and (c) shall not, at any time outstanding, exceed the greater of (x)
$1,350.0 million and (y) 5.0% of the Consolidated Cash Flow of the Company as of the time of such incurrence;”

 

Section 4.09(b)(13) of the Base Indenture shall be amended to read as follows:

 

“(13)     Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness for relocation or clearing obligations relating to the
Company’s or any of its Restricted

 

 

 

Subsidiary’s FCC Licenses in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness
incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), at any time outstanding not to exceed the greater of (x) $1,900.0 million and (y) 1.0% of the Company’s Consolidated Total
Assets as of the time of such incurrence;”

 

Section 4.09(b)(18) of the Base Indenture shall be amended to read as follows:

 

“(18)     the incurrence by the Company or any Restricted Subsidiary of Indebtedness to the extent that the net proceeds thereof are promptly
deposited to defease or to satisfy and discharge the Notes of this Series;”

 

Section 4.09(b)(19) of the Base Indenture shall be amended to read as follows:

 

“(19)     the incurrence by the Company or any of the Subsidiary Guarantors of additional Indebtedness in an aggregate principal amount (or
accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the
greater of (x) $3.8 billion and (y) 2.0% of the Company’s Consolidated Total Assets as of the time of such incurrence;”

 

Section 4.09(b)(25) of the Base Indenture shall be amended to read as follows:

 

“(25)     the incurrence by Restricted Subsidiaries that are not Guarantors of Indebtedness; provided, however, that the aggregate
principal amount (or accreted value, as applicable) of all Indebtedness incurred under this clause (25), when aggregated with the principal amount (or accreted value) of all other Indebtedness then outstanding and incurred pursuant to this clause (25),
including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (25), does not exceed the greater of (x) $1,350.0 million and (y) 5.0% of the
Consolidated Cash Flow of the Company and its Subsidiaries for the most recently ended four full fiscal quarters for which financial statements are available.

 

Section 4.09 shall be further amended by deleting, in its entirety, the first complete paragraph that follows Section 4.09(b)(25).

 

Section 4.09 shall be further amended by deleting, in its entirety, the second paragraph that follows Section 4.09(b)(25) and replacing with the
following:

 

“For purposes of (x) determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Debt described in clauses (1) through (25) above, or is entitled to be incurred pursuant to Section 4.09(a), the Company will be permitted to classify all or a portion of such item of Indebtedness on the date of
its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09; and (y) determining the amount of Indebtedness that may be incurred pursuant to clause (1)(B)(ii) of the definition
of Permitted Debt, the Company may elect, pursuant to an Officers’ Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness (and any refinancing with respect thereto) as being

 

 

 

incurred at such time, in which case any subsequent incurrence of Indebtedness under such commitment or refinancing, as the case may be, shall not be
deemed, for purposes of this calculation, to be an incurrence at such subsequent time. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles or the application thereof, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the
Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values, and in no event shall the reclassification of any lease or other
liability as indebtedness due to a change in accounting principles after the Closing Date be deemed to be an incurrence of Indebtedness. In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal
amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be
disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation.”

 

Section 4.09 shall be further amended by deleting, in its entirety, the third paragraph that follows Section 4.09(b)(25).

 

Section 4.10          Asset

Sales

 

The first sentence of Section 4.10(2) shall be amended by (i) deleting the word “and” at the end of clause (2)(A) thereof, (ii) replacing the
period at the end of clause (2)(B) thereof with a semicolon and (iii) adding new clauses (2)(C) and (2)(D), which shall read as follows:

 

“(C) consideration consisting of Indebtedness of the Company or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Series Issue Date
from Persons who are not the Company or any Restricted Subsidiary; and

 

(D) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined
in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at any time outstanding, not to exceed 5% of the Company’s Total Assets (with the Fair Market Value of
each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).”

 

The third paragraph of Section 4.10 shall be amended by (i) deleting the word “or” at
the end of clause (1) thereof, (ii) replacing the period at the end of clause (2) thereof with a semicolon and (iii) adding new clauses (3) and (4), which shall read as follows:

 

“(3) to prepay, repay, defease, redeem, purchase or otherwise retire Obligations under Indebtedness that is not Subordinated Indebtedness other than the Indebtedness

 

 

 

described in clause (2) above (and, if the
Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto);
provided that Company shall equally and ratably prepay, repay, defease, redeem, purchase or
otherwise retire (or offer to prepay, repay, defease, redeem, purchase or otherwise retire, as applicable) Obligations under the Notes of this Series on a pro rata basis for no less than 100% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to, but not including, the applicable redemption date; or

 

(4) if the assets subject to such Asset Sale are the property or assets of a Restricted Subsidiary that is not a Guarantor, to prepay, repay, defease, redeem,
purchase or otherwise retire Indebtedness of such Restricted Subsidiary or Indebtedness of any other Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or any Restricted Subsidiary.”

 

Section 4.11          Transactions

with Affiliates.

 

Section 4.11(b)(8) of the Base Indenture shall be amended to read as follows:

 

“(8)       transactions with customers, clients, suppliers, purchasers, sellers of goods or services, or licensees of intellectual property, in
each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, provided that in the good faith determination of the Company’s Board of Directors or a senior financial officer of the Company, which
determination shall be conclusive, such transactions are on terms, taken as a whole, not materially less favorable to the Company or the applicable Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable
transaction at such time on an arm’s length basis from a Person that is not an Affiliate of the Company;”

 

Section 4.11(b)(9) of the Base Indenture shall be amended to read as follows:

 

“(9)        issuances, exchanges, purchases or repurchases of Notes or other Indebtedness of the Company or its Restricted Subsidiaries or
solicitations of amendments, waivers or consents in respect of Notes or such other Indebtedness, if such issuance, exchange, purchase, repurchase or solicitation is approved by a majority of the disinterested members of the Board of Directors of the
Company;”

 

Section 4.11(b) of the Base Indenture shall be amended by (i) inserting the word “and” after the semicolon at the end of clause (11); (ii) deleting
“; and” at the end of clause (12) and replacing it with a period and (iii) deleting clause (13).

 

Section 4.12     Liens.

 

Section 4.12 shall be deleted in its entirety and replaced with the following:

 

“Prior to the occurrence of an Investment Grade Event Election, the Company will not, and will not permit any Guarantor to, directly or
indirectly, create, incur or assume any Lien securing Indebtedness upon any asset now owned or hereafter acquired, except Permitted Liens, unless the Notes of this Series are equally and ratably secured (except that Liens securing Indebtedness that is

 

 

 

contractually subordinated to the Notes of this Series shall be expressly subordinate to any Lien securing the Notes of this Series to at least the same extent that such
Indebtedness is subordinate to the Notes of this Series).

 

Following the occurrence of an Investment Grade Event Election, the Company will not, and will not permit any Material Subsidiary to, directly or indirectly, create,
incur or assume any Lien securing Indebtedness for Borrowed Money upon any of its or any Material Subsidiary’s Principal Property or upon Capital Stock or Specified Indebtedness of any Material Subsidiary that directly owns any Principal Property,
except Permitted Post-IG Event Election Liens, unless the Notes of this Series are equally and ratably secured with (or, at the Company’s option, on a senior basis to) the Indebtedness for Borrowed Money so secured. Any Lien created for the benefit of
the Holders of the Notes of this Series pursuant to this Section 4.12 is required to provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to
such Lien created for the benefit of the Holders of the Notes of this Series.

 

For purposes of determining compliance with this Section 4.12, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens or Permitted
Post-IG Event Election Liens, as applicable, but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof)
meets the criteria of one or more of such categories of Permitted Liens or Permitted Post-IG Event Election Liens, as applicable, the Company shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such Lien (or any
portion thereof) in any manner that complies with this Section 4.12 and the definition of “Permitted Liens” or “Permitted Post-IG Event Election Liens”, as applicable.”

 

Section 4.13         Business

Activities.

 

Section 4.13 shall be deleted in its entirety and replaced with “[Reserved.]”.

 

Section 4.15         Offer

to Repurchase Upon Change of Control Triggering Event.

 

Section 4.15(a) shall be amended by inserting (i) “outstanding” after “each Holder of” and (ii) “, if any,” after the phrase “unpaid interest”.

 

Section 4.15(e) shall be amended by inserting “, if any,” after the phrase “unpaid interest”.

 

Section 4.16         Payments

for Consent.

 

Section 4.16 shall be deleted in its entirety and replaced with “[Reserved.]”.

 

Section 4.17         Additional

Note Guarantees.

 

Section 4.17 of the Base Indenture shall be amended and restated in its entirety as follows:

 

“Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the
Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any

 

 

 

Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect
to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the
Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a
Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee.

 

Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of
Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the
equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor
Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such
that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of
an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision
of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent
(including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified
Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the
release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after
giving effect to such release.”

 

Section 4.19         Changes

in Covenants When Notes Rated Investment Grade.

 

The first clause of the first sentence of Section 4.19 shall be amended to replace the words “Closing Date” with the words “Series Issue Date”.

 

 

 

ARTICLE V.
SUCCESSORS

 

Section 5.01         Merger,

Consolidation or Sale of Assets

 

With respect to this Series of Notes, Article V of the Base Indenture shall be amended as follows:

 

The introductory statement in Section 5.01 shall be amended to read as follows:

 

“The Company shall not: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii)
directly or indirectly sell, assign, lease, transfer, convey or otherwise dispose of (including, in each case, by way of division) all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole
(prior to the occurrence of an Investment Grade Event Election) or the Company and its Subsidiaries taken as a whole (following the occurrence of an Investment Grade Event Election), in one or more related transactions, to another Person, unless:”

 

Clause 1(B) of Section 5.01 shall be amended by deleting the following proviso:

 

provided that if such Person is not a corporation, such Person immediately causes a Subsidiary that is a corporation organized or existing
under the laws of the United States, any state of the United States or the District of Columbia to be added as a co-issuer of the Notes under this Indenture.”

 

The second paragraph of Section 5.01 shall be deleted in its entirety and replaced with the following: “This Section 5.01 will not apply to (and
the following shall be permitted notwithstanding this Section 5.01):

 

(1) a merger of the Company with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating the Company in
another jurisdiction in the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or Specified Indebtedness of the Company and its Subsidiaries
(following the occurrence of an Investment Grade Event Election) is not increased thereby; or

 

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among
the Company and its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or the Company and its Subsidiaries (following the occurrence of an Investment Grade Event Election).”

 

Section 5.02         Successor

Corporation Substituted

 

Section 5.02 shall be deleted in its entirety and replaced with the following:

 

“Upon any consolidation or merger, or any sale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the
properties and assets of the Company and its

 

 

 

Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or the Company and its Subsidiaries (following the occurrence
of an Investment Grade Event Election), in each case taken as a whole, in a transaction that is subject to, and that complies with the provisions of, Section 5.01 of the Base Indenture, the successor Person formed by such consolidation or into or with
which the Company is merged or to which such sale, assignment, lease, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for the Company (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under
the Indenture with the same effect as if such successor Person had been named as the Company therein. When the successor Person assumes all of the Company’s obligations under the Indenture, the Company shall be discharged from those obligations.”

 

ARTICLE VI.
DEFAULTS AND REMEDIES

 

Section 6.01        Events

of Default.

 

Section 6.01 shall be deleted in its entirety and replaced with the following:

 

“Each of the following is an “Event of Default” in respect of the Notes of this Series:

 

(1)         default for 30 days in the payment when due
of interest on the Notes of this Series;

 

(2)         default in the payment when due (at
maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes of this Series;

 

(3)         failure by the Company or any of its
Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or by the Company or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) for 30 days after notice to the Company by the Trustee
or the holders of at least 30% in aggregate principal amount of the Notes of this Series then outstanding voting as a single class to comply with the provisions of Section 4.15 hereof (other than a failure to purchase Notes of this Series that will
constitute an Event of Default under clause (2) of this Section 6.01) or Section 5.01 hereof;

 

(4)         failure by the Company or any of its
Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or by the Company or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) for 90 days after notice to the Company by the Trustee
or the holders of at least 30% in aggregate principal amount of the Notes of this Series then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (1), (2) and (3) of
this Section 6.01);

 

(5)         default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or evidenced any Specified Indebtedness for

 

 

 

money borrowed by (i) prior to the occurrence of an Investment Grade Event Election, the Company or any of its Restricted Subsidiaries that
is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which Specified Indebtedness for borrowed money is guaranteed by the Company or any of its Restricted Subsidiaries
that would constitute a Significant Subsidiary) or (ii) following the occurrence of an Investment Grade Event Election, the Company or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant
Subsidiary) (or the payment of which Specified Indebtedness for borrowed money is guaranteed by the Company or any of its Significant Subsidiaries), in each case whether such Specified Indebtedness or Specified Guarantee now exists, or is created after
the Series Issue Date, if that default:

 

(A)        is caused by a failure to pay principal of, or interest or
premium, if any, on, such Specified Indebtedness at the later of final maturity and the expiration of any related applicable grace period (a “Payment Default”); or

 

(B)         results in the acceleration of such Specified Indebtedness prior
to its express maturity;

 

and, in each case, the principal amount of any such Specified Indebtedness, together with the principal amount of any other such Specified Indebtedness under
which there has been a Payment Default or the maturity of which has been so accelerated, aggregates an amount equal to the greater of $250.0 million and 1.00% of Specified Consolidated Cash Flow determined on a Pro Forma Basis for the most recently
ended Test Period or more, in each case for so long as such failure or acceleration is continuing;

 

(6)         failure by (i) prior to the occurrence of
an Investment Grade Event Election, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) or (ii) following the occurrence of an
Investment Grade Event Election, the Company or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) in each case to pay or discharge final judgments entered by a court or courts of
competent jurisdiction aggregating in excess of an amount equal to the greater of $250.0 million and 1.00% of Specified Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period (to the extent not covered by
indemnities or insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending
appeal or otherwise, is not in effect;

 

(7)         (i) prior to the occurrence of an
Investment Grade Event Election, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary) or, following
the occurrence of an Investment Grade Event Election, the Company or any of its Significant Subsidiaries, or (any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary), in each case pursuant to or within the meaning
of any Bankruptcy Law:

 

 

 

(A)       commences a voluntary case or proceeding;

 

(B)        consents to the entry of an order for relief against it in an
involuntary case;

 

(C)        consents to the appointment of a custodian of it or for all or
substantially all of its property;

 

(D)        makes a general assignment for the benefit of its creditors; or

 

(E)         generally is not paying its debts as they become due;

 

(8)         a court of competent jurisdiction enters a
final order or decree under any Bankruptcy Law that:

 

(A)        is for relief against (i) prior to the occurrence of an
Investment Grade Event Election, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or (ii) following
the occurrence of an Investment Grade Event Election, the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, in each case in an involuntary case;

 

(B)        appoints a custodian of (i) prior to the occurrence of an
Investment Grade Event Election, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or (ii)
following the occurrence of an Investment Grade Event Election, the Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company or for all or
substantially all of the property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

 

(C)        orders the liquidation of (i) prior to the occurrence of an
Investment Grade Event Election, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or (ii)
following the occurrence of an Investment Grade Event Election, the Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company;

 

and the final order or decree remains unstayed and in effect for 60 consecutive days; and

 

(9)         except as permitted by this Indenture, any
Note Guarantee of a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company with respect to the Notes of this Series

 

 

 

is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor,
or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee;

 

A Default under one Series of Notes issued under this Indenture will not necessarily be a Default under another Series of Notes issued under this
Indenture.”

 

Section 6.02         Acceleration.

 

Section 6.02 shall be deleted in its entirety and replaced with the following:

 

“In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to (i) prior to the occurrence of an
Investment Grade Event, the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, or
(ii) following the occurrence of an Investment Grade Event, the Company, any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding
Notes of this Series will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing with respect to this Series of Notes, the Trustee or the Holders, with a copy to the Trustee, of at
least 30% in aggregate principal amount of the then outstanding Notes of this Series may declare all the Notes of this Series to be due and payable immediately, provided that there shall not be declared an Event of Default with respect to or as a
result of any action taken, and reported publicly or to Holders of Notes, more than two years prior to such declaration.

 

The Holders of a majority in aggregate principal amount of the then outstanding Notes of this Series by written notice to the Trustee may, on
behalf of all Holders of Notes of that Series, rescind an acceleration or waive any existing Default or Event of Default in respect of this Series of Notes and its consequences under this Indenture except a continuing Default or Event of Default in the
payment of interest or premium, if any, on, or the principal of, the Notes of this Series.”

 

Section 6.03         Other

Remedies.

 

The last paragraph of Section 6.03 shall be deleted in its entirety.

 

Section 6.06         Limitation

on Suits.

 

Section 6.06 shall be amended by deleting “25%” and replacing with “30%”.

 

 

 

ARTICLE VIII.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 

Section 8.01         Legal

Defeasance and Covenant Defeasance

 

Section 8.01 shall be amended by adding “and cure all then existing Defaults and Events of Defaults” at the end.

 

Section 8.03        Covenant

Defeasance

 

The last sentence of Section 8.03 shall be amended by deleting cross references to Sections 6.01(8) and 6.01(9) and replacing with cross
references to Sections 6.01(7) and (8).

 

Section 8.04        Conditions

to Legal or Covenant Defeasance

 

Clause (1) of Section 8.04 shall be amended by adding the following at the end:

 

“, provided that, in connection with any Legal Defeasance or Covenant Defeasance that requires the payment of a premium,
the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to premium calculated as of the date of the deposit, and any deficit as of the maturity date shall be required to be
deposited with the Trustee on or prior to the maturity date.”

 

Clause (2)(B) of Section 8.04 shall be amended by deleting “Closing Date” and replacing with “ the date Notes of such series were first
issued.”

 

Clause (4) of Section 8.04 shall be amended by replacing “Default or Event of Default” with “Event of Default” in each instance such
phrase appears.

 

Clause (8) of Section 8.04 shall be deleted in its entirety and replaced with the following:

 

“the Company must deliver to the Trustee an Opinion of Counsel (which may be subject to customary assumptions, qualifications and
exclusions), stating that all conditions precedent set forth in clauses (2), and (3) of this Section 8.04, as applicable, have been complied with.”

 

ARTICLE IX.
AMENDMENT, SUPPLEMENT AND WAIVER

 

Section 9.01        Without

Consent of Holders of Notes

 

Clause (1) of Section 9.01 shall be amended by adding “omission, mistake,” after “ambiguity”.

 

Clause (10) of Section 9.01 shall be amended by replacing “to the extent that such provision in such Description of Notes was intended to
be a verbatim recitation of a provision of the Indenture, the Note Guarantees, or the Notes of such Series” with “at the time of the initial sale thereof”.

 

 

 

Section 9.02        With

Consent of Holders of Notes

 

Clause (2) of Section 9.02 shall be amended by adding “notice periods for redemption and” following “other than”.

 

Section 9.02 shall be amended by adding the following paragraph at the end thereof:

 

“For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under Article
IV or Article V, or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders of the Notes of this Series to receive payment of principal of or premium, if
any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes of this Series.”

 

ARTICLE X.
NOTE GUARANTEES

 

Section 10.04 Releases.

 

Section 10.04(a) shall be deleted in its entirety and replaced with the following:

 

(a) The Note Guarantee of a Guarantor will be automatically and unconditionally released in respect of the Notes of this Series:

 

(1) only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is released or relieved as, or
(iii) ceases (or substantially concurrently will cease) to be, a borrower or guarantor under the Credit Agreement and under the Existing T-Mobile Secured Notes, except by or as a result of payment under such guarantee or direct obligation;

 

(2) only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets
of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is not
prohibited by Section 4.10 of the Base Indenture;

 

(3) only in the case of a Subsidiary Guarantor, if for any reason such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of the
Company; provided, that any Subsidiary Guarantor that ceases to constitute a Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a Wholly-Owned Subsidiary (a “Partially Disposed Subsidiary”) shall only be released
from its Note Guarantee to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an affiliate of the Company that is controlled by Parent, DT or any of their respective subsidiaries or an employee of
any of the foregoing;

 

(4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided in Articles VIII and XI of the
Base Indenture;

 

 

 

(5) upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no Event of Default has occurred that is continuing;

 

(6) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such
merger or consolidation;

 

(7) in the case of a Subsidiary Guarantor, at the time of an Investment Grade Event Election; or

 

(8) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section
4.18 of the Base Indenture.

 

Section 10.05      Guarantors

May Consolidate, etc., on Certain Terms.

 

Section 10.05 shall be amended by adding the following clause to the first sentence of Section 10.05 immediately following “Except as
otherwise provided in Section 10.04 hereof”:

 

“prior to the occurrence of an Investment Grade Event Election,”

 

ARTICLE XI.
SATISFACTION AND DISCHARGE

 

The first paragraph of Section 11.01 shall be amended by adding the following proviso at the end of clause (1)(B) thereof:

 

“provided that upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent
that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the redemption date only required to be deposited with the Trustee on or prior to the redemption date;”

 

Clauses (2) and (3) of the first paragraph of Section 11.01 shall be deleted in their entirety and clauses (4) and (5) shall be renumbered as
clauses (2) and (3), respectively.

 

The second paragraph of 11.01(3) shall be amended and restated as follows:

 

“In addition, the Company must deliver to the Trustee (a) an Officers’ Certificate, stating that all conditions precedent set forth in clauses (1)
through (3) above have been satisfied, and (b) an Opinion of Counsel, stating that all conditions precedent set forth in clause (3) above have been satisfied.”

 

 

 

ARTICLE XII.
MISCELLANEOUS

 

Section 12.01      Effect

of Forty-Third Supplemental Indenture.

 

(a)         This Forty-Third Supplemental Indenture is a supplemental indenture within
the meaning of Section 2.02 of the Base Indenture, and the Base Indenture shall (notwithstanding Section 12.12 thereof or Section 8.04 hereof) be read together with this Forty-Third Supplemental Indenture and shall have the same effect over the
Notes of this Series, in the same manner as if the provisions of the Base Indenture and this Forty-Third Supplemental Indenture were contained in the same instrument.

 

(b)         In all other respects, the Base Indenture is confirmed by the parties
hereto as supplemented by the terms of this Forty-Third Supplemental Indenture.

 

Section 12.02      Governing

Law.

 

THIS FORTY-THIRD SUPPLEMENTAL INDENTURE AND THE NOTES OF THIS SERIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

Section 12.03      Waiver

of Jury Trial.

 

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FORTY-THIRD SUPPLEMENTAL INDENTURE.

 

Section 12.04      No

Adverse Interpretation of Other Agreements.

 

Subject to Section 8.01, this Forty-Third Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement
of the Company or its Subsidiaries or of any other Person. Subject to Section 8.01, any such other indenture, loan or debt agreement may not be used to interpret this Forty-Third Supplemental Indenture.

 

Section 12.05      Successors.

 

All agreements of the Company in this Forty-Third Supplemental Indenture and the Notes of this Series will bind its successors. All agreements of
the Trustee in this Forty-Third Supplemental Indenture will bind its successors. All agreements of each Guarantor in this Forty-Third Supplemental Indenture will bind its successors, except as otherwise provided in Section 10.04 of the Base Indenture.

 

Section 12.06      Severability.

 

In case any provision in this Forty-Third Supplemental Indenture or in the Notes of this Series is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

 

 

 

Section 12.07      Counterparts.

 

This Forty-Third 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 Forty-Third Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Forty-Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Forty-Third 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.

 

Section 12.08      Table

of Contents, Headings, etc.

 

The Table of Contents and headings of the Articles and Sections of this Forty-Third Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Forty-Third Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

 

Section 12.09      Beneficiaries

of this Forty-Third Supplemental Indenture.

 

Nothing in this Forty-Third Supplemental Indenture or in the Notes of this Series, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Holders of the Notes of this Series, any benefit or any legal or equitable right, remedy or claim under this Forty-Third Supplemental Indenture.

 

Section 12.10      No

Personal Liability of Directors, Officers, Employees and Stockholders.

 

No past, present or future director, officer, member, manager, partner, employee, incorporator or stockholder of the Company or any Guarantor, as
such, will have any liability for any obligations of the Company or the Guarantors under the Notes of this Series, this Forty-Third Supplemental Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of the Notes of this Series by accepting a Note of this Series waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of this Series.

 

Section 12.11      The

Trustee.

 

The Trustee shall not be responsible or liable for the validity or sufficiency of, or the recitals in, this Forty-Third Supplemental Indenture and
all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee and the Agents shall be applicable in respect of the Notes of this Series and of this Forty-Third Supplemental
Indenture as fully and with like effect as set forth in full herein.

 

[Signatures on following page]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Forty-Third Supplemental Indenture to be duly executed, all as of the date first above
written.

 

  T-MOBILE USA, INC.  
     
  By: /s/ Johannes Thorsteinsson  
    Name: Johannes Thorsteinsson  
  Title: Senior Vice President, Treasury & Treasurer  

 

  T-MOBILE US, INC.  
     
  By: /s/ Johannes Thorsteinsson  
    Name: Johannes Thorsteinsson  
  Title: Senior Vice President, Treasury & Treasurer  

 

[Forty-Third Supplemental Indenture]

 

 

ALDA WIRELESS HOLDINGS, LLC

AMERICAN TELECASTING DEVELOPMENT, LLC

AMERICAN TELECASTING OF ANCHORAGE, LLC

AMERICAN TELECASTING OF COLUMBUS, LLC

AMERICAN TELECASTING OF DENVER, LLC

AMERICAN TELECASTING OF FORT MYERS, LLC

AMERICAN TELECASTING OF FT. COLLINS, 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 REDDING, LLC

AMERICAN TELECASTING OF SANTA BARBARA, 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

ASSURANCE WIRELESS USA, L.P.

ATI SUB, LLC

BOOST WORLDWIDE, LLC

BROADCAST CABLE, LLC

CLEAR WIRELESS LLC

CLEARWIRE COMMUNICATIONS LLC

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

IBSV LLC

KENNEWICK LICENSING, LLC

L3TV CHICAGOLAND CABLE SYSTEM, LLC

L3TV COLORADO CABLE SYSTEM, LLC, each as a Guarantor

 

By: /s/ Johannes Thorsteinsson  
Name: Johannes Thorsteinsson
Title: Senior Vice President, Treasury & Treasurer
       

 

[Forty-Third Supplemental Indenture]

 

 

 

L3TV DALLAS CABLE SYSTEM, LLC

L3TV DC CABLE SYSTEM, LLC

L3TV DETROIT CABLE SYSTEM, LLC

L3TV LOS ANGELES CABLE SYSTEM, LLC

L3TV MINNEAPOLIS CABLE SYSTEM, LLC

L3TV NEW YORK CABLE SYSTEM, LLC

L3TV PHILADELPHIA CABLE SYSTEM, LLC

L3TV SAN FRANCISCO CABLE SYSTEM, LLC

L3TV SEATTLE CABLE SYSTEM, LLC

LAYER3 TV, 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

MINORCO, LLC

NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.

NEXTEL OF NEW YORK, INC.

NEXTEL RETAIL STORES, LLC

NEXTEL SOUTH CORP.

NEXTEL SYSTEMS, LLC

NEXTEL WEST CORP.

NSAC, LLC

PCTV GOLD II, LLC

PCTV SUB, LLC

PEOPLE’S CHOICE TV OF HOUSTON, LLC

PEOPLE’S CHOICE TV OF ST. LOUIS, LLC

PRWIRELESS PR, LLC

PUSHSPRING, INC.

SFE 1, LLC

SFE 2, LLC

SIHI NEW ZEALAND HOLDCO, INC.

SN HOLDINGS (BR I) LLC

SPEEDCHOICE OF DETROIT, LLC

SPEEDCHOICE OF PHOENIX, LLC, each as a Guarantor

 

By: /s/ Johannes Thorsteinsson  
Name: Johannes Thorsteinsson
Title: Senior Vice President, Treasury & Treasurer
       

[Forty-Third Supplemental Indenture]

 

 

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 COMMUNICATIONS, INC.

SPRINT CONNECT LLC

SPRINT CORPORATION, a Delaware corporation

SPRINT CORPORATION, a Kansas corporation

SPRINT CORPORATION, a Missouri corporation

SPRINT EBUSINESS, INC.

SPRINT ENTERPRISE MOBILITY, LLC

SPRINT ENTERPRISE NETWORK SERVICES, INC.

SPRINT EWIRELESS, INC.

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 HOLDING COMPANY, LLC

SPRINT SPECTRUM REALTY COMPANY, LLC

SPRINT/UNITED MANAGEMENT COMPANY

TDI ACQUISITION SUB, LLC

THEORY MOBILE, INC.

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 LLC

T-MOBILE SOUTH LLC

T-MOBILE WEST LLC

TMUS INTERNATIONAL LLC

TRANSWORLD TELECOM II, LLC

USST OF TEXAS, INC.

UTELCOM LLC

VIRGIN MOBILE USA – EVOLUTION, LLC

VMU GP, LLC

WBS OF AMERICA, LLC, each as a Guarantor

 

By: /s/ Johannes Thorsteinsson  
Name: Johannes Thorsteinsson
Title: Senior Vice President, Treasury & Treasurer
       

[Forty-Third Supplemental Indenture]

 

 

 

WBS OF SACRAMENTO, LLC

WBSY LICENSING, LLC

WCOF, LLC

WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.

WIRELINE LEASING CO., INC., each as a Guarantor

 

By: /s/ Johannes Thorsteinsson  
Name: Johannes Thorsteinsson
Title: Senior Vice President, Treasury & Treasurer
       

SPRINTCOM, INC.

SPRINT SPECTRUM L.P.

T-MOBILE FINANCIAL LLC

T-MOBILE LEASING LLC, each as a Guarantor

 

By: /s/ Johannes Thorsteinsson  
Name: Johannes Thorsteinsson
Title: Assistant Treasurer
       

T-MOBILE CENTRAL LLC, as a Guarantor 

 

By: /s/ Johannes Thorsteinsson  
Name: Johannes Thorsteinsson
Title: Vice President
       

[Forty-Third Supplemental Indenture]

 

 

  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee  
       
  By: /s/ Jeffrey Schoenfeld  
  Name: Jeffrey Schoenfeld
  Title: Vice President
         
  By: /s/ Kathryn Fisher  
  Name: Kathryn Fisher
  Title: Vice President
         

[Forty-Third Supplemental Indenture]

 

 

EXHIBIT A

 

[Form of Face of Initial Note]

 

[Global Notes Legend]

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.

 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE FORTY-THIRD SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.

 

[Definitive Notes Legend]

 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

 

 

 

[CUSIP]

 

[ISIN]

 

2.250% Senior Notes due 2026

 

 

T-MOBILE USA, INC.

 

promises to pay to ___________________ or registered assigns,

 

the principal sum of __________________ DOLLARS on February 15, 2026.

 

Interest Payment Dates: February 15 and August 15.

 

Record Dates: February 1 and August 1.

 

 

 

 

T-MOBILE USA, INC.

 

By:    
  Name:  
  Title:   

 

 

 

This is one of the Notes referred to
in the within-mentioned Indenture:

 

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

 

By:    
  Authorized Signatory  

  

 

 

[Form of Reverse Side of Initial Note]
2.250% Senior Notes due 2026 (the “Notes”)

 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

 

(1)       INTEREST. Interest (computed on the basis of a 360-day year comprised of twelve 30-day months) shall accrue on the principal
amount of this Note from and including January 14, 2021 until maturity at a rate per annum equal to 2.250%.

 

The Company promises to pay interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be August 15, 2021. If an Interest Payment Date or the maturity date falls on a day that is not a Business Day, the related payment of principal or interest will
be made on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue for the intervening period.

 

(2)       METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of
the Base Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option
of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the books and records of the Registrar; provided that payment by wire transfer of immediately available funds will be required with
respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such money of the United
States of America as at the time of payment is legal tender for payment of public and private debts. The Holder of a Definitive Note is not required to surrender such Definitive Note to the Trustee in order to receive payment of principal at maturity.
Such Definitive Note, after payment has been made, shall be cancelled without the requirement of presentation.

 

(3)       PAYING AGENT, REGISTRAR AND TRANSFER AGENT. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture,
will act as Paying Agent, Registrar and Transfer Agent where Notes may be presented for payment. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

 

(4)       INDENTURE. The Company issued the Notes pursuant to an Indenture dated as of April 28, 2013 (the “Base Indenture”) among
the Company, the Guarantors and the Trustee, as

 

 

 

amended and supplemented with respect to the Notes by the Forty-Third Supplemental Indenture dated as of January 14, 2021 (the “Forty-Third
Supplemental Indenture
”; the Base Indenture, as supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013 by and among the Company, the guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture, dated as of
August 11, 2014 by and among the Company, the guarantors party thereto and the Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee, the Thirtieth
Supplemental Indenture, dated as of May 9, 2017, by and among T-Mobile, the guarantors party thereto and the Trustee, the Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among the Company, the guarantors party thereto and the
Trustee, the Forty First Supplemental Indenture, dated as of April 1, 2020, by and among the Company, the guarantors party thereto and the Trustee, the Forty Second Supplemental Indenture, dated as of May 7, 2020, by and among the Company, the
guarantors party thereto and the Trustee, and as amended and supplemented in respect of the Notes by the Forty-Third Supplemental Indenture, the “Indenture”).

 

The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject
to all such terms, and Holders are referred to the Indenture and, to the extent so included in the Indenture, to the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are unsecured, unsubordinated obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

 

(5)       OPTIONAL REDEMPTION.

 

(a)       On or after February 15, 2023, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice,
at the redemption prices (expressed as percentages of principal amount of Notes redeemed) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to, but not including, the applicable redemption date, if redeemed during the
twelve month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such redemption date:

 

  Year Percentage
  2023 101.125%
  2024 100.563%
  2025 and thereafter 100.000%

 

At any time prior to February 15, 2023, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’
notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon to, but not including, the redemption date, subject to the rights of Holders of
Notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such redemption date.

 

 

For the avoidance of doubt, the requirement to pay any Applicable Premium shall not arise in connection with any recovery of amounts due as a
result of any breach of any covenant contained in the Indenture or the applicable Notes except where the transaction resulting in such breach was consummated with the intent to breach such covenant.

 

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the redemption date.

 

(b)         Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 2023, the Company may on any
one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 102.250% of the principal amount of Notes redeemed, plus
accrued and unpaid interest, if any, thereon to, but not including, the redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date for the periods prior to such
redemption date, with an amount equal to the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with an amount equal to the net cash
proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that:

 

(1)          at least 50% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

 

(2)          the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Company or the
date of contribution to the Company’s common equity capital made with net cash proceeds of one or more sales of Equity Interests of Parent.

 

Applicable Premium” means, as calculated by the Company and provided to the Trustee, with respect to any Note on any redemption date, the
greater of:

 

(1)         1.0% of the principal amount of the Note; or

 

(2)          the excess of:

 

(a)       the present value at such redemption date of (i) the redemption price of the Note at February 15, 2023, plus (ii) all required
interest payments due on the Note through February 15, 2023 (excluding accrued but unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

 

(b)       the principal amount of the Note, if greater.

 

Treasury Rate” means, with respect to any redemption date, the yield to maturity of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer

 

 

 

published (or the relevant information is no longer published therein), any publicly available source of similar market data)) most nearly equal to
the period from the redemption date to February 15, 2023; provided, however, that if the period from the redemption date to February 15, 2023 is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used. The Company will (1) calculate the Treasury Rate on the third Business Day preceding the applicable redemption date and (2) prior to such redemption date file with the Trustee an
Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

 

(6)       MANDATORY REDEMPTION.

 

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

 

(7)       REPURCHASE AT THE OPTION OF HOLDER.

 

(a)       If there is a Change of Control Triggering Event, the Company will be required to make a Change of Control Offer to each Holder to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if
any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to
Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together
constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and
setting forth the procedures governing the Change of Control Offer as required by the Indenture.

 

(b)       If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the
aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the
Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash
in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest, if any, thereon to, but not including, the
date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness

 

 

 

tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select
such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

 

(8)       NOTICE OF REDEMPTION. Notice of redemption will be sent at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed, except that redemption notices may be sent or mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the
Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. In connection with any redemption of Notes, any such notice of redemption
may, at the Company’s discretion, state that such redemption is subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, issuance of Indebtedness or other corporate transaction or
event. In addition, if such notice of redemption is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions
shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole
discretion) by the redemption date (whether the original redemption date or the redemption date so delayed). In addition, the Company may provide in such notice or offer to purchase that payment of the redemption or purchase price and performance of
the Company’s obligations with respect to such redemption or offer to purchase may be performed by another Person.

 

(9)       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and
integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer or exchange of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes (i) for a period beginning at the opening of business 15 days immediately preceding the sending of notice of
redemption of Notes selected for redemption and ending at the close of business on the day such notice is sent or (ii) during the period between a record date and the corresponding Interest Payment Date.

 

(10)       PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

 

(11)       AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes

 

 

including Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the
Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of
any Holder, the Company, the Guarantors and the Trustee may amend and supplement the Indenture as provided in the Base Indenture.

 

(12)       DEFAULTS AND REMEDIES. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) and is continuing, the Trustee or the
Holders of at least 30% in principal amount of the outstanding Notes, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest, if any, on all the Notes to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization of (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary (prior to the occurrence of an Investment Grade Event) or (ii) the Company, any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary (following the
occurrence of an Investment Grade Event) occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

 

(13)       TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.

 

(14)       NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, member, manager, partner, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

 

(15)       AUTHENTICATION. This Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or an
authenticating agent.

 

(16)       ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

 

(17)       CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be

 

 

 

printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

 

(18)       GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

 

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: General Counsel
Fax: (425) 383-7040

 

 

ASSIGNMENT FORM

 

To assign this Note, fill in the form below:

 

  (I) or (we) assign and transfer this Note to:  
    (Insert assignee’s legal name)

  

  (Insert assignee’s soc. sec. or tax I.D. no.)

 

   
   
   
  (Print or type assignee’s name, address and zip code)

 

and irrevocably appoint ______________ to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 

Date: _________________________

 

Your Signature: _________________

(Sign exactly as your name appears on the face of this Note)

 

Signature Guarantee*:_____________

 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

 

 

OPTION OF HOLDER TO ELECT PURCHASE

 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Base Indenture, check the
appropriate box below:

 

☐  Section 4.10                ☐ Section 4.15

 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

 

$

 

Date: _________________________

 

Your Signature: _________________

(Sign exactly as your name appears on the face of this Note)

 

Tax Identification No.: ____________

 

Signature Guarantee*: ____________

 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

 

 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have been made:

 

Date of
Exchange 

Amount of
decrease in
Principal

Amount of this

Global Note 

Amount of
increase in
Principal

Amount of this

Global Note 

Principal

Amount of this

Global Note

following such
decrease
(or increase) 

Signature of
authorized

officer of

Trustee or
Notes Custodian 

         
         
         
         

 

*       This schedule should be included only if the Note is issued in global form.

Exhibit A-14


 

 

 


 

Exhibit 4.3

 

 

 

T-MOBILE USA, INC.

 

AND EACH OF THE GUARANTORS PARTY HERETO

 

 

2.625% SENIOR NOTES DUE 2029

 

FORTY-FOURTH SUPPLEMENTAL INDENTURE

 

Dated as of January 14, 2021

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

as Trustee

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1
Section 1.01   Definitions 1
Section 1.02   Other Definitions 48
Section 1.03   Rules of Construction 49
ARTICLE II. THE NOTES 49
Section 2.01   Creation of the Notes; Designations 49
Section 2.02   Forms Generally 49
Section 2.03   Terms of Notes 50
Section 2.04   Transfer and Exchange 51
ARTICLE III. REDEMPTION AND PREPAYMENT 52
Section 3.01   Optional Redemption 52
Section 3.02   Redemption Procedures 52
ARTICLE IV. COVENANTS 52
Section 4.03   Reports 53
Section 4.04   Compliance Certificate 53
Section 4.07   Restricted Payments 54
Section 4.08   Dividend and Other Payment Restrictions Affecting Subsidiaries 55
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock 55
Section 4.10   Asset Sales 58
Section 4.11   Transactions with Affiliates 59
Section 4.12   Liens 59
Section 4.13   Business Activities 60
Section 4.15   Offer to Repurchase Upon Change of Control Triggering Event 60
Section 4.16   Payments for Consent 60
Section 4.17   Additional Note Guarantees 60
Section 4.19   Changes in Covenants When Notes Rated Investment Grade 61
ARTICLE V. SUCCESSORS 62
Section 5.01   Merger, Consolidation or Sale of Assets 62
Section 5.02   Successor Corporation Substituted 62
ARTICLE VI. DEFAULTS AND REMEDIES 63
Section 6.01   Events of Default 63
Section 6.02   Acceleration 66

 

 

Section 6.03   Other Remedies 66
Section 6.06   Limitation on Suits 66
ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE 67
Section 8.01   Legal Defeasance and Covenant Defeasance 67
Section 8.03   Covenant Defeasance 67
Section 8.04   Conditions to Legal or Covenant Defeasance 67
ARTICLE IX. AMENDMENT, SUPPLEMENT AND WAIVER 67
Section 9.01   Without Consent of Holders of Notes 67
Section 9.02   With Consent of Holders of Notes 68
ARTICLE X. NOTE GUARANTEES 68
Section 10.05   Guarantors May Consolidate, etc., on Certain Terms 69
ARTICLE XI. SATISFACTION AND DISCHARGE 69
ARTICLE XII. MISCELLANEOUS 70
Section 12.01   Effect of Forty-Fourth Supplemental Indenture 70
Section 12.02   Governing Law 70
Section 12.03   Waiver of Jury Trial 70
Section 12.04   No Adverse Interpretation of Other Agreements 70
Section 12.05   Successors 70
Section 12.06   Severability 70
Section 12.07   Counterparts 71
Section 12.08   Table of Contents, Headings, etc. 71
Section 12.09   Beneficiaries of this Forty-Fourth Supplemental Indenture 71
Section 12.10   No Personal Liability of Directors, Officers, Employees and
Stockholders
71
Section 12.11   The Trustee 71

 

EXHIBITS

 

Exhibit A Form of Initial Note

 

 

FORTY-FOURTH SUPPLEMENTAL INDENTURE (this “Forty-Fourth Supplemental
Indenture
”), dated as of January 14, 2021 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking
corporation, as Trustee.

 

WHEREAS, the Company has heretofore executed and delivered an Indenture,
dated as of April 28, 2013 (the “Base Indenture”), among the Company, the guarantors party thereto and the Trustee, providing for the issuance from time to time of one or more Series of the Company’s Notes;

 

WHEREAS, Section 2.02 of the Base Indenture permits the forms and terms
of the Notes of any Series as permitted in Sections 2.01 and 2.02 of the Base Indenture to be established in a supplemental indenture to the Base Indenture;

 

WHEREAS, the Company has requested the Trustee to join with it and the
Guarantors in the execution of this Forty-Fourth Supplemental Indenture in order to supplement the Base Indenture by, among other things, establishing the forms and certain terms of a Series of Notes to be known as the Company’s 2.625% Senior Notes
due 2029 and adding certain provisions thereto for the benefit of the Holders of the Notes of such Series;

 

WHEREAS, the Company has furnished the Trustee with a duly authorized
and executed Company Order dated January 14, 2021 authorizing the execution of this Forty-Fourth Supplemental Indenture and the issuance of the Notes established hereby; and

 

WHEREAS, all things necessary to make this Forty-Fourth Supplemental
Indenture a valid, binding and enforceable agreement of the Company, the Guarantors and the Trustee and a valid supplement to the Base Indenture have been done.

 

NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes established hereby:

 

ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01       Definitions.

 

The Base Indenture, as amended and supplemented by the Eleventh
Supplemental Indenture, dated as of May 1, 2013 by and among the Company, the guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture, dated as of August 11, 2014 by and among the Company, the guarantors party thereto and the
Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee, the Thirtieth Supplemental Indenture, dated as of May 9, 2017, by and among the Company, the
guarantors party thereto and the Trustee, the Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among the Company, the guarantors party thereto and the Trustee, the Forty First Supplemental Indenture, dated as of April 1, 2020,
by and among the Company, the guarantors party thereto and the Trustee, the Forty Second Supplemental Indenture, dated as of May 7, 2020, by and among the Company, the guarantors party thereto and the Trustee,

 

 

and supplemented in respect of the Notes of this Series by the Forty-Fourth Supplemental
Indenture, is collectively referred to as the “Indenture.” All capitalized terms which are used herein and not otherwise defined herein are defined in the Base Indenture and are used herein with the same meanings as in the Base Indenture. If a
capitalized term is defined both in the Base Indenture and this Forty-Fourth Supplemental Indenture, the definition in this Forty-Fourth Supplemental Indenture shall apply to the Notes established hereby (and any Note Guarantee in respect thereof).

 

$1.75B Notes” means (i) the $1,750,000,000 in principal amount
of MetroPCS Wireless, Inc.’s 6.625% Senior Notes due 2023, issued as of March 19, 2013, pursuant to the Indenture, between MetroPCS Wireless, Inc., MetroPCS, Inc., MetroPCS Communications, Inc., the guarantors party thereto, and Deutsche Bank Trust
Company Americas, as supplemented by the First Supplemental Indenture dated March 19, 2013 or the Second Supplemental Indenture dated March 19, 2013 thereto, as applicable, as amended by the Third Supplemental Indenture dated April 29, 2013, as
further supplemented by the Fourth Supplemental Indenture dated May 1, 2013, among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, and as further supplemented by the Fifth Supplemental Indenture, dated
as of July 15, 2013, among the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, as further supplemented by the Sixth Supplemental Indenture, dated as of August 11, 2014, among the Company, the guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee (as so supplemented and amended, the “$1.75B Notes Indenture”), (ii) any additional 6.625% Senior Notes due 2023 issued under the $1.75B Notes Indenture as part of the same
series, and (iii) any “Exchange Notes” (as defined in the $1.75B Notes Indenture) relating thereto.

 

2026 Notes” means the $1,000,000,000 in principal amount of the
Company’s 2.250% Senior Notes due 2026 issued pursuant to the Base Indenture, as supplemented by that certain Forty-Third Supplemental Indenture dated as of January 14, 2021, among the Company, the guarantors named therein and Deutsche Bank Trust
Company Americas, as trustee.

 

2031 Notes” means the $1,000,000,000 in principal amount of the
Company’s 2.875% Senior Notes due 2031 issued pursuant to the Base Indenture, as supplemented by that certain Forty-Fifth Supplemental Indenture dated as of January 14, 2021, among the Company, the guarantors named therein and Deutsche Bank Trust
Company Americas, as trustee.

 

Asset Acquisition” means:

 

(1)          an Investment by the Company (or any predecessor thereto)
or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any of its Restricted Subsidiaries, or

 

(2)          an acquisition by the Company (or any predecessor thereto)
or any of its Restricted Subsidiaries of the property and assets of any Person, other than the Company or any of its Restricted Subsidiaries, that constitute all or substantially all of a division, operating unit or line of business of such Person.

 

 

For the avoidance of
doubt, the Merger shall be deemed to be an Asset Acquisition.

 

Asset Sale” means:

 

(1)         the sale, lease, conveyance or other disposition of any
assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 of the Base Indenture and/or
Section 5.01 of the Base Indenture and not by Section 4.10 of the Base Indenture; and

 

(2)          the issuance of Equity Interests in any of the Company’s
Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries.

 

Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

 

(1)          any single transaction or series of related transactions
that involves assets having a Fair Market Value of less than $100.0 million;

 

(2)          a sale, lease, conveyance or other disposition of assets or
Equity Interests between or among the Company and/or its Restricted Subsidiaries;

 

(3)          an issuance or sale of Equity Interests by a Restricted
Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

 

(4)          the sale, lease, sub-lease, conveyance or other disposition
of (a) assets, products, services or accounts receivable in the ordinary course of business, (b) equipment or other assets pursuant to a program for the maintenance or upgrading of such equipment or assets, or (c) any sale, conveyance or other
disposition of damaged, worn-out, uneconomic or obsolete assets in the ordinary course of business;

 

(5)          the sale, conveyance or other disposition of cash or Cash
Equivalents;

 

(6)          a surrender or waiver of contract rights or settlement,
release or surrender of contract, tort or other claims in the ordinary course of business or a grant of a Lien not prohibited by the Indenture;

 

(7)          a Restricted Payment that does not violate Section 4.07 of
the Base Indenture;

 

(8)          arms-length sales, leases or sub-leases (as lessor or
sublessor), sale and leasebacks, assignments, conveyances, transfers or other dispositions of assets or rights to a Person that is a Permitted Joint Venture Investment;

 

(9)            licenses and sales of intellectual
property or other general intangibles (other than FCC Licenses) in the ordinary course of business;

 

(10)         a Permitted Investment;

 

 

(11)        dispositions of assets to the ISIS Joint Venture;

 

(12)        one or more sales, conveyances, leases, subleases, licenses,
contributions, or other dispositions, assignments or transfers made as part of, or in connection with, the Towers Transaction;

 

(13)        the settlement or early termination of any Permitted Bond
Hedge Transaction; or

 

(14)        any issuance, disposition or sale of Equity Interests in, or
Indebtedness, assets or other securities of, an Unrestricted Subsidiary.

 

Bankruptcy Code” means the United States Bankruptcy Code (11 U.S. C. Section 1.1 et seq.), as amended from time to time.

 

Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

 

Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that (a) in calculating the
Beneficial Ownership of any particular “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have Beneficial Ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time and (b) in the case of a “group” (as such term is used in Rule 13d-5(b)(1) under the Exchange Act) which group includes one
or more Permitted Holders (or one or more Permitted Holders is deemed to share Beneficial Ownership with one or more other persons of any shares of Capital Stock), (i) such “group” shall be deemed not to have Beneficial Ownership of any shares held
by such Permitted Holder and (ii) any person (other than such Permitted Holder) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by such Permitted Holder (or
in which any Permitted Holder shares Beneficial Ownership). The terms “
Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

 

Board of Directors” means:

 

(1)           with respect to a corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

 

(2)           with respect to a partnership, the board of
directors or managing member of the general partner of the partnership;

 

(3)           with respect to a limited liability company, the
managing member or members or any controlling committee of managing members thereof; and

 

(4)           with respect to any other Person, the board or
committee of such Person serving a similar function.

 

Boost Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of July 26, 2019, among Parent, Sprint Corporation and DISH Network
Corporation and any exhibits

 

 

attached thereto, as amended, restated, amended and
restated, supplemented or otherwise modified or replaced (including a replacement involving different counterparties) from time to time.

 

Bridge Credit Agreement” means the Bridge Term Loan Credit Agreement, dated April 1, 2020, by and among Parent, the Company, the subsidiaries of the
Company party thereto, the financial institutions from time to time parties thereto and Goldman Sachs Bank USA, as administrative agent, together with the related documents thereto (including any term loans and revolving loans thereunder, any
guarantees and security documents), as further amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

 

Capital Stock” means:

 

(1)          in the case
of a corporation, corporate stock;

 

(2)          in the case
of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

 

(3)          in the case
of an exempted company, shares;

 

(4)          in the case
of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and

 

(5)          any other
interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital
Stock, whether or not such debt securities include any right of participation with Capital Stock.

 

Captive Insurance Subsidiary” means any direct or indirect Subsidiary of the Company that bears financial risk or exposure relating to insurance or
reinsurance activities (including without limitation the Reinsurance Entity) and any segregated accounts associated with any such Person.

 

Cash Equivalents” means:

 

(1)          United States dollars, pounds sterling, euros, the national
currency of any member state of the European Union or any other foreign currencies held by the Company and its Restricted Subsidiaries from time to time in the ordinary course of business;

 

(2)          securities issued or directly and fully guaranteed or
insured by the government of the United States of America, the United Kingdom or any country that is a member state of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States of
America, the United Kingdom or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;

 

(3)          demand deposits, certificates of deposit and eurodollar
time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities

 

 

not exceeding one year and overnight bank deposits, in each case, with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

 

(4)          repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

 

(5)          commercial paper having one of the two highest ratings
obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;

 

(6)          securities issued and fully guaranteed by any state,
commonwealth or territory of the United States, or by any political subdivision or agency or instrumentality thereof, rated at least “A” by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of
acquisition;

 

(7)          auction rate securities rated at least “AA-” or “Aa3” by a
Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;

 

(8)          investments, classified in accordance with GAAP as current
assets of the Company or any of its Restricted Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the
character, quality and maturity described in clauses (1) through (7) of this definition;

 

(9)          any substantially similar investment to the kinds described
in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and

 

(10)        deposits or payments made to the FCC in connection with the
auction or licensing of Governmental Authorizations that are fully refundable.

 

CFC” means a “controlled foreign corporation” within the meaning
of Section 957 of the Internal Revenue Code.

 

Change of Control” means the occurrence of any of the following:

 

(A)         prior to the occurrence of an Investment Grade Event
Election:

 

(1)          the direct or indirect sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person”
(as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Restricted Subsidiary or a Permitted Holder;

 

(2)          the adoption of a plan relating to the liquidation or
dissolution of the Company;

 

 

(3)          the consummation of any transaction (including any merger
or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent (or its successor by merger,
consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or

 

(4)          the Company ceases to be a direct or indirect Wholly-Owned
Subsidiary of Parent; and

 

(B)         following the occurrence of an Investment Grade Event
Election:

 

(1)          the direct or indirect sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries taken as a whole to any “person” (as that term is
used in Section 13(d) of the Exchange Act) other than any such disposition to a Subsidiary of Parent or a Permitted Holder;

 

(2)          the consummation of any transaction (including any merger
or consolidation), the result of which is that any “person” (as such term is used in Section 13(d) of the Exchange Act), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of
Parent (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or

 

(3)          the Company ceases to be a direct or indirect Wholly-Owned
Subsidiary of Parent.

 

Change of Control Triggering Event” with respect to any series
of the Notes means:

 

(A)         prior to the occurrence of an Investment Grade Event
Election, the occurrence of a Change of Control (x) that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings categories) or withdrawal of the rating of such
series of Notes within the Ratings Decline Period by at least two out of the three Rating Agencies and (y) the rating of such series of Notes on any day during such Ratings Decline Period is below the rating by each such Rating Agency in effect
immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade
or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of such
Change of Control or the announcement of the intention to effect such Change of Control; providedfurther, that no Change of Control Triggering Event shall be deemed to occur if at the time of the applicable downgrade the rating of
such series of Notes by at least two out of the three Rating Agencies is Investment Grade; and

 

(B)          following the occurrence of an Investment Grade Event
Election, the occurrence of both a Change of Control and a Rating Event.

 

Closing Date” means the date on which the Merger was
consummated, or May 1, 2013.

 

 

Consolidated Cash Flow” means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

 

(1)           provision for taxes based on income or profits
of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

 

(2)           the Consolidated Interest Expense of such Person
and its Restricted Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

 

(3)          depreciation, amortization (including non-cash
impairment charges and any write-off or write-down or amortization of intangibles but excluding amortization of ordinary course prepaid cash expenses that were paid in a prior period) and other non-cash expenses or charges (excluding any such
non-cash expense to the extent that it represents an ordinary course accrual of or reserve for cash expenses in any future period or amortization of any ordinary course prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses or charges were deducted in computing such Consolidated Net Income; plus

 

(4)          any nonrecurring or unusual gains or losses or
income, expenses or charges (including all fees and expenses relating thereto), including (a) any fees, expenses and costs relating to the Towers Transaction, (b) any fees, expenses or charges related to any sale or offering of Equity Interests of
such Person or Parent, any acquisition or disposition or any Indebtedness, in each case that is permitted to be incurred hereunder (in each case, whether or not successful), or the offering, amendment or modification of any debt instrument, including
the offering, any amendment or other modification of the Notes of this Series, provided that Consolidated Cash Flow shall not be deemed to be increased by more than $250.0 million in any twelve-month period pursuant to this clause (b), (c) any
premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness, (d) any fees or expenses relating to the Transactions and the offering, issuance and sale (in each case, whether or not successful) of the DT Notes
and any “Exchange Notes” (as defined in the Base Indenture) issued in respect thereof and the Permitted MetroPCS Notes and any “Exchange Notes” (as defined in the $1.75B Notes Indenture), and (e) restructuring charges, integration costs (including
retention, relocation and contract termination costs) and related costs and charges; plus

 

(5)           New Market Losses; minus

 

(6)           non-cash items increasing such Consolidated Net
Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

 

Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company that is not a Subsidiary Guarantor will be added to Consolidated Net Income to

 

 

compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount
would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

 

For the avoidance of doubt, calculations of “Consolidated Cash Flow” of
the Company for any period prior to the Closing Date for purposes of calculating the Debt to Cash Flow Ratio shall be on a pro forma basis as described in the last paragraph of the definition of “Debt to Cash Flow Ratio.”

 

Consolidated Indebtedness” means:

 

(1)          prior to the occurrence of an Investment Grade Event
Election, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Indebtedness of such Person and its Restricted Subsidiaries, plus (ii) the total amount of Indebtedness of any other
Person, to the extent that such Indebtedness has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries, plus (iii) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of
Subsidiaries of such Person, in each case , determined on a consolidated basis in accordance with GAAP.

 

(2)          following the occurrence of an Investment Grade Event
Election, with respect to any Person as of any date of determination, the sum, without duplication, of (i) the total amount of Specified Indebtedness of such Person and its Subsidiaries described in clauses (1)(a) and (b) (excluding, for the
avoidance of doubt, surety bonds, performance bonds and similar instruments) of the definition of Specified Indebtedness, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with GAAP, including,
without duplication, the outstanding principal amount of the Notes; provided that Consolidated Indebtedness shall not include (w) Specified Indebtedness incurred in connection with any Permitted Tower Financing or other special purpose entity
financing (other than Specified Indebtedness incurred by a Permitted Spectrum Financing Subsidiary, including the Existing Sprint Spectrum-Backed Notes), (x) obligations in respect of letters of credit, except to the extent of any unreimbursed
amounts thereunder or (y) Specified Indebtedness constituting Financing Lease Obligations, purchase money debt or other similar Specified Indebtedness.

 

Consolidated Interest Expense” means, with respect to any Person
for any period, the sum of, without duplication:

 

(1)          the consolidated interest expense of such Person and its
Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all
payments associated with Financing Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of payments (if any) pursuant to Hedging Obligations); plus

 

 

(2)          the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period; plus

 

(3)          any interest expense on that portion of Indebtedness of
another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); plus

 

(4)          the product of (a) all dividend payments on any series of
Preferred Stock of such Person or any of its Restricted Subsidiaries; times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal;

 

in each case, on a consolidated basis and in accordance with GAAP;
excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated Net Income pursuant to clause (2) of the definition
thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated Net Income pursuant to clause (2) of the definition thereof). Notwithstanding the foregoing, if any lease or
other liability is reclassified as indebtedness or as a Financing Lease Obligation due to a change in accounting principles or the application thereof after the Closing Date, the interest component of all payments associated with such lease or other
liability shall be excluded from Consolidated Interest Expense.

 

Consolidated Net Tangible Assets” means, with respect to any
Person, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities, except for (a) notes and loans payable, (b) current maturities of long-term debt and (c)
current maturities of obligations under Financing Lease Obligations, and (2) to the extent included in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents, organization and development expenses,
unamortized debt discount and expenses and deferred charges (other than capitalized unamortized product development costs, such as, without limitation, capitalized hardware and software development costs), determined on a consolidated basis in
accordance with GAAP consistently applied, as determined on a Pro Forma Basis for the most recently ended Test Period.

 

Consolidated Net Worth” means, with respect to any Person, at
the date of any determination, the consolidated stockholders’ or owners’ equity of the holders of Capital Stock of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP consistently applied, as determined on a
Pro Forma Basis.

 

Consolidated Total Assets” means, with respect to any Person,
the consolidated total assets of such Person and its Subsidiaries as set forth on the most recent balance sheet of such Person prepared in accordance with GAAP, as determined on a Pro Forma Basis.

 

Convertible Debt” means Indebtedness of the Company (which may
be Guaranteed by the Guarantors) permitted to be incurred hereunder that is either (a) convertible or exchangeable into common stock of Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of
such common stock) or (b) sold as units with call options,

 

 

warrants or rights to purchase (or substantially equivalent derivative transactions) that are
exercisable for common stock of Parent and/or cash (in an amount determined by reference to the price of such common stock).

 

Credit Agreement” means (a) the Credit Agreement, dated April 1,
2020, by and among Parent, the Company, the subsidiaries of the Company party thereto, the financial institutions from time to time parties thereto and Deutsche Bank AG New York Branch, as administrative agent, together with the related documents
thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions) from time to time, and (b) any agreement (and related document) governing indebtedness which is incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

 

Credit Facilities” means, one or more debt facilities or other
Indebtedness, whether in the form of loans or securities (including the Credit Agreement), financing leases, purchase money financings or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), financing leases, purchase money debt, debt securities or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including, in each case, by means of sales of debt securities) in whole or in part from time to time.

 

Crown Towers Transaction Agreements” means (i) the Master
Agreement, dated as of September 28, 2012 (as the same may be amended, modified or supplemented from time to time) among the Company, Crown Castle International Corp., a Delaware corporation, and certain Subsidiaries of the Company; and (ii) each of
the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.

 

Debt to Cash Flow Ratio” means, with respect to any Person as of
any date of determination, the ratio of (a) the Consolidated Indebtedness of such Person as of such date, less cash and Cash Equivalents, to (b) the Consolidated Cash Flow of such Person for the four most recent full fiscal quarters ending
immediately prior to such date for which internal financial statements are available.

 

For purposes of making the computation referred to above:

 

(1)          pro forma effect shall be given to Asset Dispositions and
Asset Acquisitions (including the Merger and including giving pro forma effect to any related financing transactions and the application of proceeds of any Asset Disposition) that occur during such four-quarter period or subsequent to such
four-quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on the first day of such four-quarter period;

 

 

(2)          pro forma effect shall be given to asset dispositions and,
asset acquisitions (including giving pro forma effect to any related financing transactions and the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary of the Company or has been
merged with or into the Company (including MetroPCS Wireless, Inc.) or any Restricted Subsidiary during such four-quarter period or subsequent to such four-quarter period but on or prior to the date on which the Debt to Cash Flow Ratio is to be
calculated and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary, as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset
Acquisitions that occurred on the first day of such four-quarter period;

 

(3)          to the extent that the pro forma effect of any transaction
is to be made pursuant to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a reasonable basis by a responsible financial or accounting officer of the specified Person, whose determination shall be conclusive, as if
the subject transaction(s) had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of
Consolidated Net Income;

 

(4)          the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses disposed of (without duplication of clauses (1) and (2) above) prior to the date on which the Debt to Cash Flow Ratio is to be calculated, shall be excluded;

 

(5)          any Person that is a Restricted Subsidiary on the date on
which the Debt to Cash Flow Ratio is to be calculated will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and

 

(6)          any Person that is not a Restricted Subsidiary on the date
on which the Debt to Cash Flow Ratio is to be calculated will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.

 

For the avoidance of doubt, if the Debt to Cash Flow Ratio is determined
for any period commencing prior to the date that is four fiscal quarters after the fiscal quarter during which the Closing Date occurs, the Debt to Cash Flow Ratio shall be calculated giving pro forma effect to the Transactions as if the Transactions
had occurred on the first day of the four quarter reference period.

 

December 2012 Sixth Supplemental Indenture” means the Sixth
Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, to the September 2010 Senior Notes Indenture.

 

Designated L/C Facilities” means one or more letter of credit
facilities entered into from time to time by the Company or a Subsidiary providing in aggregate for up to $300.0 million in availability (in each case as may be amended, supplemented or otherwise modified from time to time).

 

Designated Non-cash Consideration” means the Fair Market Value
(as determined in good faith by the Company) of non-cash consideration received by the Company or a Restricted

 

 

Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash
Consideration pursuant to an Officers’ Certificate, setting forth such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of, or other receipt of cash and Cash Equivalents in respect of, such
Designated Non-cash Consideration.

 

Domestic Subsidiary” means any Subsidiary of the Company that is
not a Foreign Subsidiary.

 

“DT Notes” shall have the meaning assigned to such term in the
Business Combination Agreement.

 

Excluded Subsidiary” means any Subsidiary of Parent that is, at
any time of determination, (i) not a Wholly-Owned Subsidiary, (ii) an Immaterial Subsidiary, (iii) a Foreign Subsidiary, (iv) a Domestic Subsidiary that is (x) a FSHCO or (y) a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC,
(v) an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement, (vi) a not-for-profit Subsidiary, (vii) a Captive Insurance Subsidiary, (viii) a special purpose securitization vehicle (or similar entity), including any
Permitted Receivables Financing Subsidiary, any Permitted Spectrum Financing Subsidiary or any Permitted Tower Financing Subsidiary, or any of their respective Subsidiaries, (ix) prohibited from guaranteeing the Specified Obligations by any
applicable law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations) or by any contractual requirement existing on the date of the consummation of the Sprint Merger or on the
date of the acquisition of such Subsidiary or the date such Subsidiary became a “Restricted Subsidiary” under the Credit Agreement (in each case not created in contemplation of such acquisition or of such Restricted Subsidiary becoming such a
Restricted Subsidiary) (and for so long as such restriction or any replacement or renewal thereof is in effect), including any requirement to obtain the consent, approval, license or authorization of a Governmental Authority or third party (other
than the Company or any Guarantor or “Restricted Subsidiary” under the Credit Agreement) (unless such consent, approval, license or authorization has been obtained), (x) [reserved], (xi) with respect to which the provision of a guarantee would, in
the reasonable good faith determination of the Company in consultation with the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding), be expected to result in materially adverse tax or regulatory
consequences to the Company or any of its Subsidiaries or (xii) with respect to which the Company and the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding) reasonably determine the cost or other
consequences of providing a guarantee is likely to be excessive in relation to the value to be afforded thereby; provided that, notwithstanding the foregoing, (a) the Company may in its sole discretion designate any Excluded Subsidiary as a
Subsidiary Guarantor and may, thereafter, re-designate such Subsidiary as an Excluded Subsidiary (so long as such Subsidiary otherwise then qualifies as an Excluded Subsidiary pursuant to any of clauses (ii) through (xii) above), upon which
re-designation such Subsidiary shall automatically be released from its Note Guarantee; provided that, for so long as the Credit Agreement is outstanding, in the case of any designation (or re-designation) of any Subsidiary that is not a
Domestic Subsidiary as a Subsidiary Guarantor, (x) the jurisdiction of such Subsidiary shall be reasonably satisfactory to the administrative agent under the Credit Agreement and (y) the administrative agent under the Credit Agreement shall have
received at least 3 Business Days prior to such Subsidiary becoming a Subsidiary Guarantor, all documentation and other information required by regulatory authorities

 

 

with respect to such Subsidiary under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act, in each case as reasonably requested by the administrative agent under the Credit Agreement at least 10 Business Days prior to such Subsidiary becoming a Subsidiary Guarantor and
(b) no Subsidiary of Parent that provides a guarantee of the Existing T-Mobile Unsecured Notes shall constitute an Excluded Subsidiary.

 

“Existing Indebtedness” means (a) Indebtedness of the Company and
its Subsidiaries (other than Indebtedness in respect of the DT Notes) in existence on the Closing Date, until such amounts are repaid, (b)(1) the $1.75B Notes in existence on the Closing Date (and any “Exchange Notes” (as defined in the $1.75B Notes
Base Indenture) relating thereto), and (2) all other Indebtedness of MetroPCS Wireless, Inc. and its Subsidiaries in existence on the Closing Date that was not incurred in violation of the terms of the Business Combination Agreement, in each case
until such amounts are repaid (provided that the aggregate principal amount of Indebtedness incurred in contemplation of the Transactions, including any Indebtedness in the form of the $1.75B Notes and notes issued on the date of the Base Indenture,
in each case permitted by this clause (b), shall not exceed $20.5 billion).

 

Existing Receivables Financing Subsidiaries” means each of
T-Mobile Airtime Funding LLC, T-Mobile Handset Funding LLC, SFE 1, LLC and SFE 2, LLC, together with their successors and assigns and any Subsidiary of the foregoing.

 

Existing Sprint Spectrum Financing Documents” means the Existing
Sprint Spectrum-Backed Notes, the Existing Sprint Spectrum Indenture, the Initial Spectrum Performance Agreement, the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among certain of the Existing Sprint Spectrum Note Entities,
Sprint Communications, Inc., and the other parties thereto, each “Transaction Document” (as defined in the Existing Sprint Spectrum Indenture) and each other document related thereto, in each case as amended, supplemented or otherwise modified from
time to time.

 

Existing Sprint Spectrum Indenture” means the Indenture, dated
as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time, including as
supplemented with respect to each series of Existing Sprint Spectrum-Backed Notes.

 

Existing Sprint Spectrum Issuers” means Sprint Spectrum Co LLC,
Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and their successors and assigns.

 

Existing Sprint Spectrum Note Entities” means, collectively,
each of Sprint Spectrum Depositor LLC, Sprint Spectrum Depositor II LLC, Sprint Spectrum Depositor III LLC, Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Spectrum PledgeCo LLC, Sprint
Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder
III LLC, their successors and assigns and any Subsidiary of the foregoing.

 

 

Existing Sprint Spectrum Transaction” means the transactions
contemplated by the Existing Sprint Spectrum Financing Documents, including the issuance of any Existing Sprint Spectrum-Backed Notes.

 

Existing Sprint Spectrum-Backed Notes” means the Existing Sprint
Spectrum Issuers’ Series 2018-1 4.738% Senior Secured Notes, Class A-1, Series 2018-1 5.152% Senior Secured Notes, Class A-2, Series 2016-1 3.360% Senior Secured Notes, Class A-1, and any other note or series of notes issued under the Existing Sprint
Spectrum Indenture from time to time.

 

Existing Sprint Unsecured Notes” means (i) the 6.875% Senior
Notes due 2028 issued pursuant to the Sprint Capital Corporation Indenture, as supplemented by that certain Officers’ Certificate dated as of November 16, 1998, (ii) the 8.750% Senior Notes due 2032 issued pursuant to the Sprint Capital Corporation
Indenture, as supplemented by that certain Officers’ Certificate dated as of March 8, 2002, (iii) the 11.500% Senior Notes due 2021 issued pursuant to the Sprint Communications, Inc. Indenture, as supplemented by that certain First Supplemental
Indenture dated as of November 9, 2011, between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation) and The Bank of New York Trust Company, N.A., as trustee, (iv) the 7.000% Notes due 2020 issued pursuant to the Sprint
Communications, Inc. Indenture, as supplemented by that certain Fifth Supplemental Indenture dated as of August 14, 2012, between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), and The Bank of New York Trust Company, N.A.,
as trustee (which were repaid at maturity on August 15, 2020), (v) the 6.000% Notes due 2022 issued pursuant to the Sprint Communications, Inc. Indenture, as supplemented by that certain Sixth Supplemental Indenture dated as of November 14, 2012,
between Sprint Communications, Inc. (formerly known as Sprint Nextel Corporation), and The Bank of New York Trust Company, N.A., as trustee, (vi) the 7.250% Notes due 2021 issued pursuant to the Sprint Corporation Indenture, as supplemented by that
certain First Supplemental Indenture dated as of September 11, 2013, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (vii) the 7.875% Notes due 2023 issued pursuant
to the Sprint Corporation Indenture, as supplemented by that certain Second Supplemental Indenture dated as of September 11, 2013, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company,
N.A., as trustee, (viii) the 7.125% Notes due 2024 issued pursuant to the Sprint Corporation Indenture, as supplemented by that certain Third Supplemental Indenture dated as of December 12, 2013, among Sprint Corporation, Sprint Communications, Inc.,
as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee, (ix) the 7.625% Notes due 2025 issued pursuant to the Sprint Corporation Indenture, as supplemented by that certain Fourth Supplemental Indenture dated as of February 24,
2015, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee and (x) the 7.625% Notes due 2026 issued pursuant to the Sprint Corporation Indenture, as supplemented by that
certain Fifth Supplemental Indenture dated as of February 22, 2018, among Sprint Corporation, Sprint Communications, Inc., as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee.

 

Existing T-Mobile Secured Notes” means (i) the 3.500% Senior
Secured Notes due 2025 issued pursuant to the Indenture, dated as of April 9, 2020 (the “April 2020 Base Indenture”), by and between T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party
thereto and Deutsche Bank Trust Company Americas, as trustee, as supplemented by

 

 

that certain First Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US,
Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (ii) the 3.750% Senior Secured Notes due 2027 issued pursuant to the April 2020 Base Indenture, as
supplemented by that certain Second Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as
trustee, (iii) the 3.875% Senior Secured Notes due 2030 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Third Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc.,
each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (iv) the 4.375% Senior Secured Notes due 2040 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain
Fourth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (v) the 4.500%
Senior Secured Notes due 2050 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Fifth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary
guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (vi) the 1.500% Senior Secured Notes due 2026 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Seventh Supplemental
Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (vii) the 2.050% Senior Secured Notes
due 2028 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Eighth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to
time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Tenth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time
party thereto and Deutsche Bank Trust Company Americas, as trustee, (viii) the 2.550% Senior Secured Notes due 2031 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Ninth Supplemental Indenture, dated as of June 24,
2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Eleventh Supplemental Indenture, dated as of June 24,
2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (ix) the 2.250% Senior Secured Notes due 2031 issued pursuant to the
April 2020 Base Indenture, as supplemented by that certain Fourteenth Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and
Deutsche Bank Trust Company Americas, as trustee, (x) the 3.000% Senior Secured Notes due 2041 issued pursuant to the April 2020 Base Indenture, as supplemented by that certain Twelfth Supplemental Indenture, dated as of October 6, 2020, by and among
T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Fifteenth Supplemental Indenture, dated as of October 28, 2020, by and
among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, (xi) the 3.300% Senior Secured Notes due 2051 issued pursuant to

 

 

the April 2020 Base Indenture, as supplemented by that certain Thirteenth Supplemental
Indenture, dated as of October 6, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and that certain Sixteenth
Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, and (xii) the 3.600%
Senior Secured Notes due 2060 issued pursuant to the April 2020 Base Indenture, as supplemented that certain Seventeenth Supplemental Indenture, dated as of October 28, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc., each of the subsidiary
guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee.

 

Existing T-Mobile Unsecured Notes” means (i) the 6.000% Senior
Notes due 2023 issued pursuant to the Base Indenture, as supplemented by that certain Seventeenth Supplemental Indenture dated as of September 5, 2014, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas,
as trustee, (ii) the 6.500% Senior Notes due 2024 issued pursuant to the Base Indenture, as supplemented by that certain Fifteenth Supplemental Indenture dated as of November 21, 2013, among T-Mobile USA, Inc., the guarantors named therein and
Deutsche Bank Trust Company Americas, as trustee (which were redeemed on July 4, 2020), (iii) the 6.375% Senior Notes due 2025 issued pursuant to the Base Indenture, as supplemented by that certain Eighteenth Supplemental Indenture dated as of
September 5, 2014, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were redeemed on September 1, 2020), (iv) the 6.500% Senior Notes due 2026 issued pursuant to the Base Indenture, as
supplemented by that certain Twentieth Supplemental Indenture dated as of November 5, 2015, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (v) the 6.000% Senior Notes due 2024 issued
pursuant to the Base Indenture, as supplemented by that certain Twenty-First Supplemental Indenture dated as of April 1, 2016, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (vi) the
4.000% Senior Notes due 2022 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Third Supplemental Indenture dated as of March 16, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company
Americas, as trustee, (vii) the 5.125% Senior Notes due 2025 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Fourth Supplemental Indenture dated as of March 16, 2017, among T-Mobile USA, Inc., the guarantors named
therein and Deutsche Bank Trust Company Americas, as trustee (which were redeemed on July 4, 2020), (viii) the 5.375% Senior Notes due 2027 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Fifth Supplemental Indenture
dated as of March 16, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (ix) the 4.000% Senior Notes due 2022-1 issued pursuant to the Base Indenture, as supplemented by that certain
Twenty-Sixth Supplemental Indenture dated as of April 27, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (x) the 5.125% Senior Notes due 2025-1 issued pursuant to the Base Indenture,
as supplemented by that certain Twenty-Seventh Supplemental Indenture dated as of April 28, 2017, among T-Mobile USA, Inc.,
the guarantors named therein and Deutsche Bank Trust Company
Americas, as trustee, (xi) the 5.375% Senior Notes due 2027-1 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Eighth Supplemental Indenture dated as of April 28, 2017, among T-Mobile USA, Inc.,

 

 

the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (xii) the
5.300% Senior Notes due 2021 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-Ninth Supplemental Indenture dated as of May 9, 2017, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company
Americas, as trustee (which were repurchased and canceled in connection with the Sprint Merger), (xiii) the 6.000% Senior Notes due 2024 issued pursuant to the Base Indenture, as supplemented by that certain Twenty-First Supplemental Indenture dated
as of April 1, 2016, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, as supplemented further by that certain Thirtieth Supplemental Indenture dated as of May 9, 2017, among T-Mobile USA,
Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (which were repurchased and canceled in connection with the Sprint Merger), (xiv) the 4.500% Senior Notes due 2026 issued pursuant to the Base Indenture, as
supplemented by that certain Thirty-Second Supplemental Indenture, dated as of January 25, 2018, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (xv) the 4.750% Senior Notes due 2028 issued
pursuant to the Base Indenture, as supplemented by that certain Thirty-Third Supplemental Indenture dated as of January 25, 2018, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, (xvi) the
4.500% Senior Notes due 2026-1 issued pursuant to the Base Indenture, as supplemented by that certain Thirty-Fifth Supplemental Indenture, dated as of April 30, 2018, among T-Mobile USA, Inc., the guarantors named therein and Deutsche Bank Trust
Company Americas, as trustee and (xvii) the 4.750% Senior Notes due 2028-1 issued pursuant to the Base Indenture, as supplemented by that certain Thirty-Sixth Supplemental Indenture, dated as of April 30, 2018, among T-Mobile USA, Inc., the
guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.

 

Financing Lease Obligation” means, at the time any determination
is to be made, the amount of the liability in respect of a financing lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP.

 

First Lien Debt to Cash Flow Ratio” means, as of the last day of
any period, the ratio of (a) (i) the Specified Consolidated Indebtedness of such Person as of such date that constitutes First Lien Obligations (including, in any event, the aggregate amount of Specified Consolidated Indebtedness constituting
Permitted Spectrum Financings) less (ii) the aggregate amount of unrestricted Specified Cash Equivalents of the Company and its Subsidiaries as of such date to (b) the Specified Consolidated Cash Flow of such Person for such period.

 

For purposes of making the computation referred to above, the First Lien
Debt to Cash Flow Ratio, Specified Consolidated Indebtedness and Specified Consolidated Cash Flow shall be calculated on a Pro Forma Basis.

 

First Lien Obligations” means any Specified Indebtedness that is
secured by Liens on the collateral that secures the Existing T-Mobile Secured Notes on a pari passu basis with the Liens that secure the Existing T-Mobile Secured Notes.

 

First Priority Initial Spectrum Obligations” means,
collectively, the lease payments and all other obligations and liabilities of the Company and the Guarantors (including, without limitation, Post-Petition Interest), whether direct or indirect, absolute or contingent, due or to

 

 

become due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with (i) the Initial Intra-Company Spectrum Lease Agreement and (ii) the Initial Spectrum Performance Agreement, in each case, whether on account of principal, lease payments, guarantee payments, interest, reimbursement obligations, fees,
prepayment premiums, liquidated damages, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel that are required to be paid by the Company or any Guarantors pursuant to the terms of any of the
foregoing agreements); provided that notwithstanding anything to the contrary in any documents or agreements (and regardless of any underlying actual amounts owing or outstanding), the total amount of the foregoing obligations that may
constitute “First Priority Initial Spectrum Obligations” shall be limited to an aggregate amount not to exceed at any time $3,500,000,000.

 

Fitch” means Fitch Ratings, Inc. and its successors.

 

Foreign Subsidiary” means any Subsidiary of Parent other than a
Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.

 

FSHCO” means any Subsidiary of Parent that owns no material
assets (directly or through Subsidiaries) other than Equity Interests (or Equity Interests and Specified Indebtedness) in one or more Foreign Subsidiaries that are CFCs.

 

GAAP” means generally accepted accounting principles as in
effect on the date of any calculation or determination required under the Notes of this Series or the Indenture. Notwithstanding the foregoing, at any time, (i) the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any
such election, references herein to GAAP or parts of the Accounting Standards Codification or “ASC” shall thereafter be construed to mean IFRS (except as otherwise provided in the Indenture) and (ii) the Company, on any date may elect to establish
that GAAP shall mean GAAP as in effect on such date; provided that any such election, once made, shall be irrevocable; providedfurther, that any calculation or determination in the Indenture that requires the application of
GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company shall give notice of any such election made in accordance with
this definition to the Trustee and the Holders of outstanding Notes of this Series.

 

Governmental Authority” means any nation or government, any
state, province, territory or other political subdivision thereof and any other agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

 

Governmental Authorization” means any permit, license,
authorization, plan, directive, consent, permission, consent order or consent decree of or from any Governmental Authority, including but not limited to FCC Licenses.

 

Immaterial Subsidiary” means any Subsidiary of the Company that
at any time has Consolidated Total Assets accounting for less than 2.50% of the Company’s Consolidated Total

 

 

Assets; provided that the aggregate Consolidated Total Assets of all Immaterial
Subsidiaries shall not at any time exceed 5.00% of the Company’s Consolidated Total Assets.

 

Indebtedness” means, with respect to any specified Person,
without duplication, (1) any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

 

(a) in respect of borrowed money;
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(c) in respect of banker’s acceptances;
(d) representing Financing Lease Obligations;
(e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is
acquired or such services are completed; or
(f) representing any Hedging Obligations; and

 

(2)          any financial liabilities recorded in respect of the upfront proceeds received
in connection with the Towers Transaction;

 

in each case, if and only to the extent any of the preceding items
(other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a
Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding
the foregoing, in no event shall the reclassification of any lease or other liability as indebtedness due to a change in accounting principles (or in the application thereof) after the Closing Date be deemed to be an incurrence of Indebtedness for
any purpose under the Indenture. The amount of any Indebtedness shall be determined in accordance with the last paragraph of Section 4.09 of the Base Indenture or

 

The amount of any Indebtedness outstanding as of any date will be:

 

(a)          the accreted value of the Indebtedness, in the case of any
Indebtedness issued with original issue discount;

 

(b)          in the case of Hedging Obligations, the termination value
of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time;

 

(c)          the principal amount of the Indebtedness, in the case of
any other Indebtedness; and

 

(d)          in respect of Indebtedness of another Person secured by a
Lien on the assets of the specified Person, the lesser of:

 

(i)          the Fair Market Value of such assets at the date
of determination; and

 

 

(ii)          the amount of the Indebtedness of the other
Person.

 

Indebtedness for Borrowed Money” means, with respect to any
specified Person, without duplication, the Specified Indebtedness described in clauses (1)(a) and (1)(b) of the definition of “Specified Indebtedness.”

 

Initial Intra-Company Spectrum Lease Agreement” means the
Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, by and among, inter alia, various SpectrumCo1 entities, as lessors, Sprint Communications, Inc., as lessee, Sprint Corporation and the other guarantors party thereto (as amended
from time to time).

 

Initial Spectrum Performance Agreement” means the SCI Payment
and Performance Undertaking Agreement, dated as of October 27, 2016, between Sprint Communications, Inc., Sprint Corporation, the other grantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (as amended from time to time).

 

Insolvency Proceeding” means each of the following, in each case
with respect to the Company or any Guarantor or any property or Specified Indebtedness of the Company or any Guarantor: (a)(i) any voluntary or involuntary case or proceeding under any Bankruptcy Law or any other voluntary or involuntary insolvency,
reorganization or bankruptcy case or proceeding, (ii) any case or proceeding seeking receivership, liquidation, reorganization, winding up or other similar case or proceeding, (iii) any case or proceeding seeking arrangement, adjustment, protection,
relief or composition of any debt and (iv) any case or proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official and (b) any general assignment for the benefit of creditors.

 

Internal Revenue Code” means the Internal Revenue Code of 1986,
as amended.

 

Investment Grade” means:

 

(1)          with respect to Moody’s, a rating of Baa3 (or its
equivalent under any successor rating category of Moody’s) or better (and, for purposes of an Investment Grade Event, stable or better outlook);

 

(2)          with respect to S&P, a rating of BBB- (or its
equivalent under any successor rating category of S&P) or better (and, for purposes of an Investment Grade Event, stable or better outlook);

 

(3)          with respect to Fitch, a rating of BBB- (or its equivalent
under any successor rating category of Fitch) or better (and, for purposes of an Investment Grade Event, stable or better outlook); and

 

(4)          if any Rating Agency ceases to exist or ceases to rate any
Series of Notes issued under the Base Indenture for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization”, as such term is defined under
Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency.

 

 

Investment Grade Event” means:

 

(1)          the Company has obtained a rating or, to the extent any
Rating Agency will not provide a rating, an advisory or prospective rating from at least two Rating Agencies, that reflects an Investment Grade rating (i) for the corporate rating of the Company or Parent and (ii) with respect to each outstanding
Series of Notes issued under the Base Indenture after giving effect to the proposed release of all of the Note Guarantees;

 

(2)          no Event of Default shall have occurred and be continuing
with respect to such Series of Notes; and

 

(3)          the (i) guarantees by, or direct obligation of, the
Guarantors with respect to the Credit Agreement and the Existing T-Mobile Secured Notes have been released or would be released simultaneously with an Investment Grade Event Election and (ii) Liens securing the Specified Obligations under the
Existing T-Mobile Secured Notes and the Specified Obligations under the Credit Agreement (including related secured interest rate agreements) have been released or would be released simultaneously with an Investment Grade Event Election.

 

Investment Grade Event Election” means an election by the
Company, upon or following the occurrence of an Investment Grade Event, to cause the Note Guarantees in respect of the Notes of this Series to be released. The Company shall give notice of any such election made in accordance with this definition to
the Trustee and the Holders of outstanding Notes of this Series.

 

Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the
nature thereof; provided that in no event shall an operating lease in and of itself constitute a Lien.

 

Material Subsidiary” means any Person that is a Domestic
Subsidiary if, as of the date of the most recent balance sheet of the Company, the aggregate amount of securities of, loans and advances to, and other investments in, such Person held by the Company and its Subsidiaries exceeded 10% of the Company’s
Consolidated Net Worth, provided that any Subsidiary that is at any time designated as an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement shall not constitute a “Material Subsidiary” for any purpose hereof.

 

Non-Recourse Debt” means Specified Indebtedness:

 

(1)          as to which neither the Company nor any of its Restricted
Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or any of its Subsidiaries (following the occurrence of an Investment Grade Event Election) (a) provides credit support of any kind (including any undertaking, agreement or
instrument that would constitute Specified Indebtedness), subject to customary “bad-boy” exceptions, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

 

(2)          no default with respect to which (including any rights that
the holders of the Specified Indebtedness may have to take enforcement action against an Unrestricted Subsidiary (prior to the occurrence of an Investment Grade Event Election) or an “Unrestricted Subsidiary”

 

 

(or equivalent thereof) under the Credit Agreement (following the occurrence of an Investment
Grade Event Election)) would permit upon notice, lapse of time or both any holder of any other Specified Indebtedness of the Company or any of its Restricted Subsidiaries (prior to the occurrence of an Investment Grade Event Election) or any of its
Subsidiaries (following the occurrence of an Investment Grade Event Election) to declare a default on such other Specified Indebtedness or cause the payment of the Specified Indebtedness to be accelerated or payable prior to its stated maturity;

 

provided that Non-Recourse Debt incurred by a Permitted Receivables
Financing Subsidiary, Permitted Spectrum Financing Subsidiary or Permitted Tower Financing Subsidiary may have recourse to the Company and its Subsidiaries pursuant to Standard Securitization Undertakings.

 

Permitted Acquisition” means:

 

(1)    any Specified Investment by the Company or any Subsidiary of the
Company in a Person, if as a result of such Specified Investment (i) such Person becomes a Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets or
any division or business unit to, or is liquidated into, the Company or a Subsidiary of the Company; and

 

(2)    acquisitions of spectrum licenses.

 

Permitted Investments” means:

 

(1)           any Investment in the Company or in any
Restricted Subsidiary of the Company;

 

(2)           any Investment in Cash Equivalents;  

 

(3)           any Investment by the Company or any Restricted
Subsidiary of the Company in a Person, if as a result of such Investment:

 

(a)           such Person becomes a Restricted Subsidiary of the Company; or

 

(b)           such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

 

(4)           any Investment made as a result of the receipt
of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 of the Base Indenture;

 

(5)           any acquisition of assets or Capital Stock
solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company or Equity Interests of Parent;

 

(6)           any Investments received in compromise or
resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the

 

 

Company or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

 

(7)              Investments represented by Hedging
Obligations;

 

(8)             loans or advances to employees made in the
ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $50.0 million at any one time outstanding;

 

(9)              any payment on or with respect to, or
purchase, redemption, defeasement or other acquisition or retirement for value of (i) the Notes of this Series, and any Additional Notes of the same Series, (ii) the DT Notes, and any Additional Notes (as defined in the Base Indenture) of the same
Series, and any Exchange Notes (as defined in the Base Indenture) relating thereto, (iii) any of the $1.75B Notes or (iv) any other Indebtedness that is pari passu with the Notes of this Series;

 

(10)            advances and prepayments for asset purchases
in the ordinary course of business in a Permitted Business of the Company or any of its Restricted Subsidiaries;

 

(11)            Investments existing on the Closing Date,
including Investments held by MetroPCS Wireless, Inc., the Company and their Subsidiaries immediately prior to the Merger;

 

(12)            Investments in the ISIS Joint Venture having
an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) since the Closing Date that
are at that time outstanding, not to exceed $300.0 million;

 

(13)            Permitted Bond Hedge Transactions which
constitute Investments;  

 

(14)           (a) Permitted Joint Venture Investments, and
(b) other Investments in any Person other than an Affiliate of the Company (excluding any Person that is an Affiliate of the Company solely by reason of Parent’s ownership, directly or indirectly, of Equity Interests or Parent’s control, of such
Person or which becomes an Affiliate as a result of such Investment), to the extent such Investment under (a) or (b) has an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed 12.5% of the Company’s Total Assets on the date of such Investment;

 

(15)            Investments in a Person primarily engaged in a
Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause
(15) since the Closing Date that are at that time

 

 

outstanding, not to exceed the greater of (x) $1,600.0 million and (y) 6.0% of the
Consolidated Cash Flow of the Company;

 

(16)           guarantees permitted under Section 4.09
of the Base Indenture;

 

(17)           deposits or payments made with the FCC in
connection with the auction or licensing of Governmental Authorizations;

 

(18)           any Investment deemed made from time to time
pursuant to Section 4.18 of the Base Indenture in connection with a Specified Unrestricted Subsidiary Designation, in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted
Subsidiaries in the Subsidiaries designated as Unrestricted Subsidiaries pursuant to such Specified Unrestricted Subsidiary Designation, but only to the extent not in excess of the aggregate Fair Market Value of all outstanding Investments owned by
the Company and its Restricted Subsidiaries in such designated Subsidiaries as of the Closing Date (for this purpose, it shall be assumed, as regards to Investments in any Designated Tower Entity, that all wireless communications sites, towers, and
related contracts, equipment, improvements, real estate, and other assets of the Company and its Subsidiaries subject to the Towers Transaction that are contemplated to be transferred to the Designated Tower Entities in accordance with the terms of
the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013, had been transferred to the Designated Tower Entities, whether or not all such transfers have in fact then taken place, but disregarding
any transfers of assets not part of the Towers Transaction as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013);

 

(19)           any other Investments made in connection with
the Towers Transaction, as contemplated in the Towers Transaction Agreements as in effect as of March 19, 2013; and

 

(20)           other Investments; provided that the
Debt to Cash Flow Ratio calculated on a pro forma basis in the manner described in the definition of “Debt to Cash Flow Ratio” after giving effect to such Investment would be equal to or less than 3.50 to 1.00.

 

Notwithstanding any other provision to the contrary, no Permitted Investment shall be deemed
to be a Restricted Payment.

 

Permitted Liens” means:

 

(1)           Liens securing Specified Indebtedness and other Specified
Obligations under Credit Facilities and/or securing Hedging Obligations related thereto permitted by clauses (1), (8) and (19) of Section 4.09(b) hereof, provided that any secured Permitted Refinancing Indebtedness incurred in respect of
Specified Indebtedness or other Specified Obligations previously secured pursuant to this clause (1) will be treated as Specified Indebtedness secured pursuant to this clause (1) in making any determination as to whether additional Specified
Indebtedness or other Specified Obligations may be secured pursuant to this clause (1);

 

(2)           Liens in favor of the Company or the Guarantors;

 

 

(3)            Liens on property of a Person existing at the time such
Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and
do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Subsidiary of the Company or is merged into or consolidated with the Company or the Subsidiary;

 

(4)            Liens on property (including Capital Stock) existing at
the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition;

 

(5)            (a) bankers’ Liens, rights of setoff or similar rights
and remedies as to deposit accounts or other funds maintained with a depositary institution, and (b) Liens, deposits (including deposits with the FCC) or pledges to secure the performance of bids, tenders, trade or governmental contracts, leases,
licenses, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

 

(6)            Liens to secure Specified Indebtedness (including
Financing Lease Obligations) permitted by clause (4) of Section 4.09(b) hereof covering only the assets (including the proceeds thereof, accessions thereto and upgrades thereof) acquired with or financed by such Specified Indebtedness;

 

(7)            Liens existing on the Series Issue Date;

 

(8)            Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

 

(9)            Liens imposed by law or contract, such as carriers’,
warehousemen’s, suppliers’, vendors’, construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business;

 

(10)          survey exceptions, encumbrances, leases, subleases,
encroachments, protrusions, easements or reservations of, or rights of others for, licenses, sub-licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone lines and other similar purposes, or zoning, building codes
or other restrictions (including defects or irregularities in title and similar encumbrances) as to the use of real property that were not incurred in connection with Specified Indebtedness, or Liens incidental to the conduct of business of such
Person or to the ownership of its properties that were not incurred in connection with Specified Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of
the business of such Person;

 

(11)          Liens arising by reason of a judgment, attachment, decree
or court order, to the extent not otherwise resulting in an Event of Default, and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings in the ordinary course of business;

 

 

(12)          Liens created for the benefit of (or to secure) the Notes
of any Series (or the Note Guarantees);

 

(13)          Liens to secure any Permitted Refinancing Indebtedness
permitted to be incurred under the Indenture; providedhowever, that:

 

(a)    the new Lien shall be limited to all or part of the same property
and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets
and improvements and accessions thereto); and

 

(b)    the Specified Indebtedness secured by the new Lien is not
increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Specified Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to
pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

 

(14)          (a) Liens contained in purchase and sale agreements or
lease agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby or the termination of the lease, respectively, (b) spectrum leases or other similar lease or licensing arrangements contained in, or entered
into in connection with, purchase and sale agreements, and (c) Liens relating to deposits or escrows established in connection with purchase and sale agreements;

 

(15)          Liens that may be deemed to exist by virtue of contractual
provisions that restrict the ability of the Company or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets;

 

(16)          Liens (x) in favor of the Trustee as provided for in the
Indenture on money or property held or collected by the Trustee in its capacity as trustee and (y) on Specified Cash Equivalents securing obligations under any Specified Indebtedness of the Company or any Subsidiary of the Company that has been
called for redemption, defeasance or discharge;

 

(17)          Liens on Specified Cash Equivalents securing (a) workers’
compensation claims, self-insurance obligations, unemployment insurance or other social security, old age pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds, indemnity bonds, specific performance or injunctive
relief bonds, surety bonds, public liability obligations, or other similar bonds or obligations, or securing any Specified Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case incurred in the ordinary course
of business or (b) letters of credit required to be issued for the benefit of any Person that controls a Specified Permitted Joint Venture Investment to secure any put right for the benefit of the Person controlling the Specified Permitted Joint
Venture Investment;

 

(18)          Liens arising from Uniform Commercial Code financing
statement filings (or similar filings in any other jurisdiction) regarding operating leases or consignments or sales of receivables entered into in the ordinary course of business covering only the property under lease (plus improvements and
accessions to such property and proceeds or distributions of such property

 

 

and improvements and accessions thereto), consignment or sale and other Liens arising solely
from precautionary UCC financing statements or similar filings;

 

(19)          any interest or title of a lessor, licensor or sublicensor
in the property subject to any lease, license or sublicense entered into in the ordinary course of business;

 

(20)          Liens on Specified Cash Equivalents on deposit to secure
reimbursement obligations under letters of credit incurred in the ordinary course of business;

 

(21)          (i) prior to the occurrence of an Investment Grade Event
Election, Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Person that is a Permitted Joint Venture Investment owned by the Company or any Restricted Subsidiary to the extent securing Non-Recourse Debt or other
Indebtedness of such Unrestricted Subsidiary or Person and (ii) following the occurrence of an Investment Grade Event Election, Liens on and pledges of the Equity Interests of any Person that is an unrestricted subsidiary under any Credit Facility or
any joint venture owned by the Company or any Subsidiary of the Company to the extent securing Non-Recourse Debt or other Specified Indebtedness of such Person;

 

(22)          Liens arising under operating agreements, joint venture
agreements, partnership agreements, contracts for sale and other agreements arising in the ordinary course of business that are customary in the Specified Permitted Business, and applicable only to the assets that are the subject of such agreements
or contracts;

 

(23)          Liens securing Hedging Obligations;

 

(24)          Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

 

(25)          Liens encumbering reasonable customary initial deposits
and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

 

(26)          Liens upon specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

 

(27)          Liens securing any arrangement for treasury, depositary,
disbursement, lockbox, funds transfer, pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card, e-payable, cash management and similar services and any automated
clearing house transfer of funds provided to Parent or any of its Subsidiaries;

 

(28)          Liens with respect to obligations that do not exceed at
any time the greater of (x) $3,750.0 million and (y) 17.00% of Specified Consolidated Cash Flow determined on a Pro Forma Basis for the most recently ended Test Period;

 

 

(29)          Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual or warranty requirements;

 

(30)          Liens, if any, incurred in connection with the Specified
Towers Transactions;

 

(31)          Liens securing obligations in respect of the operating
lease payments owed to SpectrumCo1 or in respect of any other secured spectrum leases to which the Company or any of its Subsidiaries are a party, and any related payment and performance undertaking;

 

(32)          leases, licenses, subleases and sublicenses of, and the
granting of an easement interest in and to, assets (including real property and intellectual property rights and other general intangibles) in the ordinary course of business;

 

(33)          pledges and deposits in the ordinary course of business to
secure liability to insurance carriers, insurance companies and brokers;

 

(34)          grants of software and other technology licenses in the
ordinary course of business;

 

(35)          Liens arising out of conditional sale, title retention,
consignment or similar arrangement for the sale of goods in the ordinary course of business;

 

(36)          Liens on equipment of the Company or any Subsidiary of the
Company granted in the ordinary course of business to the Company’s or such Subsidiary’s client at which such equipment is located;

 

(37)          Liens on receivables and related assets including proceeds
thereof being sold in factoring arrangements in the ordinary course of business;

 

(38)          customary options, put and call arrangements, rights of
first refusal and similar rights relating to Specified Investments in joint ventures, partnerships and similar investment vehicles;

 

(39)          Liens arising out of or deemed to exist in connection with
any financing transaction with respect to property owned, built or acquired by the Company or any Subsidiary of the Company;

 

(40)          Liens securing obligations in respect of the Designated
L/C Facilities;

 

(41)          Liens on the cash proceeds (and the related escrow
account, and any money market funds or securities in which such cash proceeds are invested during the applicable escrow period) of any issuance of Specified Indebtedness in connection with the cash proceeds of such Specified Indebtedness being placed
into (and pending the release from) escrow; and

 

(42)          Liens incurred in connection with all transactions
(i) contemplated by the Boost Asset Purchase Agreement and (ii) entered into pursuant to the consent decree originally filed by the U.S. Department of Justice with the U.S. District Court for the District of Columbia on July 26, 2019, as agreed to
the U.S. Department of Justice, Parent, DT, Sprint Corporation, SoftBank Group Corp., and DISH Network Corporation, as it may be further amended or modified.

 

 

Permitted MetroPCS Notes” shall have the meaning assigned to
such term in the Business Combination Agreement.

 

Permitted Post-IG Event Election Liens” means:

 

(1)          Permitted Liens, other than those Permitted Liens incurred
pursuant to clause (1), (6) and (7) of the definition thereof;

 

(2)          Liens to secure Specified Indebtedness represented by
Financing Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction,
installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of the Company or its Subsidiaries; provided that Liens securing Specified Indebtedness permitted to be
incurred pursuant to this clause (2) extend only to the assets purchased with the proceeds of such Specified Indebtedness, accessions to such assets, lease and sublease interests related thereto and upgrades thereof and the proceeds and products
thereof, any lease of such assets (including accessions thereto) and the proceeds and products thereof and customary security deposits in respect thereof; provided, however, that individual financings of equipment provided by one lender may be cross
collateralized to other financings of equipment provided by such lender;

 

(3)          Liens existing on the Series Issue Date (other than Liens
permitted by clause (4) below);

 

(4)          Liens created for the benefit of (or to secure) First Lien
Obligations in an aggregate principal amount not to exceed $19.0 billion at any time outstanding;

 

(5)          Liens with respect to Specified Obligations that do not
exceed 15% of Consolidated Net Tangible Assets determined on a Pro Forma Basis for the most recently ended Test Period; and

 

(6)          Liens to secure any modification, refinancing, refunding,
restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Specified Indebtedness secured by any Lien included or
incorporated by reference in this definition of “Permitted Post-IG Event Election Liens” (including any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees,
costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement); providedhowever,
that:

 

(a)          the new Lien shall be limited to all or part of
the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such
property and assets and improvements and accessions thereto); and

 

(b)          the Specified Indebtedness secured by the new
Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater,

 

 

committed amount, of the Specified Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge.

 

Permitted Receivables Financing” means any Receivables Financing
of a Permitted Receivables Financing Subsidiary the terms of which (including financing terms, covenants, termination events and other provisions) (a) have been negotiated at arm’s length and (b) are, in the good faith determination of the Company’s
Board of Directors or a senior financial officer of the Company, which determination shall be conclusive, in the aggregate economically fair and reasonable to the Company and its Subsidiaries.

 

Permitted Receivables Financing Assets” means financial assets,
including accounts receivable, chattel paper and other payment rights, and related assets (including contract rights and insurance payments), and the proceeds thereof.

 

Permitted Receivables Financing Subsidiary” means, collectively,
(i) each Existing Receivables Financing Subsidiary, (ii) each other Wholly-Owned Subsidiary of the Company that engages in no material activities other than in connection with Permitted Receivables Financings and any business or activities incidental
or related to such business and (iii) any other Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Company or any of its Subsidiaries makes a Specified Investment and to which the Company or any of its
Subsidiaries transfers Permitted Receivables Financing Assets that engages in no material activities other than in connection with Permitted Receivables Financings, and any business or activities incidental or related to such business, and in the
case of clause (ii) or (iii) above which is designated by the Board of Directors of the Company (as provided below) as a Permitted Receivables Financing Subsidiary and in each case (a) no portion of the Specified Indebtedness (contingent or
otherwise) of which (i) is guaranteed by Parent, the Company or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary or (to the extent that it might be deemed a guaranty) pursuant to Standard Securitization
Undertakings, or (ii) is recourse to or obligates Parent, the Company or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings, (b) to which
none of Parent, the Company or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of
operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by delivery to the Trustee of a certified copy of the resolution of the Board of Directors of the Company giving effect to such
designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

 

Permitted Refinancing Indebtedness” means any Indebtedness of
the Company or any of its Restricted Subsidiaries, any Disqualified Stock of the Company or any Preferred Stock of any Restricted Subsidiary issued to Refinance any other Indebtedness of the Company or any of its Restricted Subsidiaries (other than
intercompany Indebtedness), any Disqualified Stock of the Company or any Preferred Stock of a Restricted Subsidiary in a principal amount or, in the case of Disqualified Stock of the Company or Preferred Stock of a Restricted Subsidiary, liquidation

 

 

preference, not to exceed (after deduction of reasonable and customary fees and expenses
incurred in connection with the Refinancing) the lesser of:

 

(1)          the principal amount or, in the case of Disqualified Stock
or Preferred Stock, liquidation preference, of the Indebtedness, Disqualified Stock or Preferred Stock so Refinanced (plus, in the case of Indebtedness, the amount of accrued interest and premium, if any paid in connection therewith), and

 

(2)          if the Indebtedness being Refinanced was issued with any
original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing;

 

in each case, except to the extent that any such excess principal amount
(or accreted value, as applicable) would be then permitted to be incurred by other provisions of Section 4.09 of the Base Indenture; provided that such excess principal amount of Indebtedness shall b