SPRINT Corp Sample Contracts

SPRINT Corp – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND CONSENT (January 31st, 2019)

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND CONSENT, dated as of December 20, 2018 (this “Amendment”), is entered into by and among the following parties:

SPRINT Corp – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (January 31st, 2019)

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of December 20, 2018 (this “Amendment”), is entered into by and among the following parties:

SPRINT Corp – News Release (January 31st, 2019)

Wireless service revenue grew year-over-year for the second consecutive quarter, excluding the $199 million impact of the new revenue recognition standard

SPRINT Corp – Contract (January 31st, 2019)

THIRD SUPPLEMENTAL INDENTURE, dated as of December 10, 2018 (this “Supplemental Indenture”), by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the “Master Issuer”), Sprint Spectrum Co II LLC, a Delaware limited liability company (“Co-Issuer II”) and Sprint Spectrum Co III LLC, a Delaware limited liability company (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee and securities intermediary (the “Trustee”).

SPRINT Corp – INCREMENTAL FACILITY AMENDMENT (November 27th, 2018)

CREDIT AGREEMENT (this “Agreement”) dated as of February 3, 2017 among SPRINT COMMUNICATIONS, INC. (the “Borrower”), the Guarantors (as defined below) party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

SPRINT Corp – FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (November 7th, 2018)

This Third Amendment (the “Amendment”) to that certain Employment Agreement made and entered into effective as of May 20, 2014, and amended October 20, 2014, July 27, 2015, and December 15, 2017, by and between Sprint Corporation, a Delaware corporation, on behalf of itself and any of its subsidiaries, affiliates and related entities, and John C. Saw (the “Agreement”) is entered into and effective as of 8 August, 2018. Certain capitalized terms shall have the meaning ascribed to them in the Agreement.

SPRINT Corp – News Release (October 31st, 2018)

Wireless service revenue grew year-over-year for the first time in nearly five years, excluding the $173 million impact of the new revenue recognition standard

SPRINT Corp – THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (August 7th, 2018)

This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of June 29, 2018 (this “Agreement”), is entered into by and among SPRINT SPECTRUM L.P., a Delaware limited partnership (“Sprint Spectrum”), individually and as Servicer, THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SELLERS (each a “Seller” and together, the “Sellers”), the various CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS from time to time party hereto, MIZUHO BANK, LTD. (“Mizuho”) as Administrative Agent, Lead Arranger, Structuring Agent and Collateral Agent (as such terms are defined below), MUFG BANK, LTD., F/K/A THE BANK OF TOKYO MITSUBISHI UFJ, LTD. (“MUFG”), as Joint Lead Arranger (as defined below), and SMBC NIKKO SECURITIES AMERICA, INC. (“SMBCSI”) as Joint Lead Arranger.

SPRINT Corp – THIRD AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT dated as of June 29, 2018 between SPRINT SPECTRUM L.P., as an Originator and as Servicer and the OTHER ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and THE SPES FROM TIME TO TIME PARTY HERETO, as Buyers and Contributees (August 7th, 2018)

This THIRD AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of June 29, 2018 (this “Agreement”), is among SPRINT SPECTRUM L.P., a Delaware limited partnership (“Sprint Spectrum”), as an originator and as initial servicer (in such capacity, the “Servicer”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with Sprint Spectrum, the “Originators” and each, an “Originator”), and THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SPEs (the “SPEs” and each, a “SPE”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SPRINT Corp – News Release (August 1st, 2018)

Wireless service revenue grew sequentially for the first time in more than four years, excluding the impact of the new revenue recognition standard

SPRINT Corp – EMPLOYMENT AGREEMENT (Amended and Restated as of May 31, 2018) (July 3rd, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 3, 2018, and effective as of January 6, 2018 (the “Effective Date”) by and between Sprint Corporation, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities and Michel Combes (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”) and is hereby amended and restated effective as of May 31, 2018 (the “Restatement Effective Date”). Certain capitalized terms are defined in Section 30.

SPRINT Corp – EMPLOYMENT AGREEMENT (Amended and Restated as of May 31, 2018) (July 3rd, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of August 11, 2014 (the “Effective Date”) by and between Sprint Corporation, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities and Raul Marcelo Claure (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). This Agreement was subsequently amended effective as of November 10, 2014; was amended and restated effective as of August 7, 2015; was amended effective as of January 4, 2018; and is hereby amended and restated effective as of May 31, 2018 (the “Restatement Effective Date”). Certain capitalized terms are defined in Section 30.

SPRINT Corp – EMPLOYMENT AGREEMENT (Amended and Restated as of May 31, 2018) (July 2nd, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 3, 2018, and effective as of January 6, 2018 (the “Effective Date”) by and between Sprint Corporation, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities and Michel Combes (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”) and is hereby amended and restated effective as of May 31, 2018 (the “Restatement Effective Date”). Certain capitalized terms are defined in Section 30.

SPRINT Corp – EMPLOYMENT AGREEMENT (Amended and Restated as of May 31, 2018) (July 2nd, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of August 11, 2014 (the “Effective Date”) by and between Sprint Corporation, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities and Raul Marcelo Claure (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). This Agreement was subsequently amended effective as of November 10, 2014; was amended and restated effective as of August 7, 2015; was amended effective as of January 4, 2018; and is hereby amended and restated effective as of May 31, 2018 (the “Restatement Effective Date”). Certain capitalized terms are defined in Section 30.

SPRINT Corp – Contract (June 6th, 2018)

SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2018 (this “Supplemental Indenture”), by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the “Master Issuer”), Sprint Spectrum Co II LLC, a Delaware limited liability company (“Co-Issuer II”) and Sprint Spectrum Co III LLC, a Delaware limited liability company (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee and securities intermediary (the “Trustee”).

SPRINT Corp – SECOND AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT (June 6th, 2018)

SECOND AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT, dated as of June 6, 2018 (this “Amendment Agreement”), by and among Sprint Spectrum License Holder LLC (“License Holder I”), Sprint Spectrum License Holder II LLC (“License Holder II”), Sprint Spectrum License Holder III LLC (“License Holder III” and, together with License Holder I and License Holder II, “Lessors” and each, a “Lessor”), Sprint Communications, Inc. (“Lessee”), Sprint Intermediate HoldCo LLC (“Intermediate HoldCo I”), Sprint Intermediate HoldCo II LLC (“Intermediate HoldCo II”) and Sprint Intermediate HoldCo III LLC (“Intermediate HoldCo III” and, together with Intermediate HoldCo I and Intermediate HoldCo II, “Intermediate HoldCos” and each, an “Intermediate HoldCo”), Sprint Corporation, a Delaware corporation (“Sprint Corporation”), and the entities named on the signature pages hereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with the Lease Agreement (as defined below) (

SPRINT Corp – SECOND AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT (June 6th, 2018)

SECOND AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT, dated as of June 6, 2018 (this “Amendment Agreement”), by and among Sprint Spectrum License Holder LLC (“License Holder I”), Sprint Spectrum License Holder II LLC (“License Holder II”), Sprint Spectrum License Holder III LLC (“License Holder III” and, together with License Holder I and License Holder II, “Lessors” and each, a “Lessor”), Sprint Communications, Inc. (“Lessee”), Sprint Intermediate HoldCo LLC (“Intermediate HoldCo I”), Sprint Intermediate HoldCo II LLC (“Intermediate HoldCo II”) and Sprint Intermediate HoldCo III LLC (“Intermediate HoldCo III” and, together with Intermediate HoldCo I and Intermediate HoldCo II, “Intermediate HoldCos” and each, an “Intermediate HoldCo”), Sprint Corporation, a Delaware corporation (“Sprint Corporation”), and the entities named on the signature pages hereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with the Lease Agreement (as defined below) (

SPRINT Corp – Contract (June 6th, 2018)

SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2018 (this “Supplemental Indenture”), by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the “Master Issuer”), Sprint Spectrum Co II LLC, a Delaware limited liability company (“Co-Issuer II”) and Sprint Spectrum Co III LLC, a Delaware limited liability company (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee and securities intermediary (the “Trustee”).

SPRINT Corp – FOURTH SUPPLEMENTAL INDENTURE (May 18th, 2018)

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 18, 2018, among SPRINT CAPITAL CORPORATION, a Delaware corporation (the “Company”), SPRINT COMMUNICATIONS, INC., a Kansas corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

SPRINT Corp – FOURTH SUPPLEMENTAL INDENTURE (May 18th, 2018)

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 18, 2018, among SPRINT CAPITAL CORPORATION, a Delaware corporation (the “Company”), SPRINT COMMUNICATIONS, INC., a Kansas corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

SPRINT Corp – THIRTEENTH SUPPLEMENTAL INDENTURE (May 14th, 2018)

THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 14, 2018, among SPRINT COMMUNICATIONS INC. (formerly known as Sprint Nextel Corporation), a corporation duly organized and existing under the laws of the State of Kansas (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

SPRINT Corp – SIXTH SUPPLEMENTAL INDENTURE (May 14th, 2018)

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 14, 2018, among SPRINT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

SPRINT Corp – SIXTH SUPPLEMENTAL INDENTURE (May 14th, 2018)

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 14, 2018, among SPRINT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

SPRINT Corp – News Release (May 2nd, 2018)

Completed thousands of tri-band upgrades on macro sites, added thousands of outdoor small cells and deployed more than 200,000 Sprint Magic Boxes

SPRINT Corp – T-MOBILE AND SPRINT TO COMBINE, ACCELERATING 5G INNOVATION & INCREASING COMPETITION (April 30th, 2018)

Bellevue, Washington and Overland Park, Kansas – April 29, 2018 – T-Mobile US (NASDAQ: TMUS) and Sprint Corporation (NYSE: S) today announced they have entered into a definitive agreement to merge in an all-stock transaction at a fixed exchange ratio of 0.10256 T-Mobile shares for each Sprint share or the equivalent of 9.75 Sprint shares for each T-Mobile US share. Based on closing share prices on April 27, this represents a total implied enterprise value of approximately $59 billion for Sprint and approximately $146 billion for the combined company. The new company will have a strong closing balance sheet and a fully funded business plan with a strong foundation of secured investment grade debt at close.

SPRINT Corp – SUPPORT AGREEMENT (April 30th, 2018)

This SUPPORT AGREEMENT, dated as of April 29, 2018 (this “Agreement”), is made by and among Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany (“DT”), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands and an indirect wholly owned subsidiary of DT (the “DT Stockholder”), Sprint Corporation, a Delaware corporation (“Sprint”), and SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”).

SPRINT Corp – BUSINESS COMBINATION AGREEMENT by and among T-MOBILE US, INC., HURON MERGER SUB LLC, SUPERIOR MERGER SUB CORPORATION, SPRINT CORPORATION, STARBURST I, INC., GALAXY INVESTMENT HOLDINGS, INC. and for the limited purposes set forth in this Agreement, DEUTSCHE TELEKOM AG, DEUTSCHE TELEKOM HOLDING B.V., and SOFTBANK GROUP CORP. Dated as of April 29, 2018 (April 30th, 2018)

This BUSINESS COMBINATION AGREEMENT, dated as of April 29, 2018 (this “Agreement”), is made by and among T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (“Merger Sub”), Sprint Corporation, a Delaware corporation (“Sprint”), Starburst I, Inc., a Delaware corporation (“Starburst”), Galaxy Investment Holdings, Inc., a Delaware corporation (“Galaxy” and, collectively with Starburst, the “SoftBank US HoldCos”), and for the limited purposes of the covenants and representations and warranties set forth herein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid o

SPRINT Corp – SUPPORT AGREEMENT (April 30th, 2018)

This SUPPORT AGREEMENT, dated as of April 29, 2018 (this “Agreement”), is made by and among Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany (“DT”), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing under the laws of the Netherlands and an indirect wholly owned subsidiary of DT (the “DT Stockholder”), Sprint Corporation, a Delaware corporation (“Sprint”), and SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”).

SPRINT Corp – SPRINT SPECTRUM CO LLC, SPRINT SPECTRUM CO II LLC, SPRINT SPECTRUM CO III LLC, as Issuers, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of March 21, 2018 to BASE INDENTURE $2,100,000,000 Series 2018-1 4.738% Senior Secured Notes, Class A-1 $1,837,500,000 Series 2018-1 5.152% Senior Secured Notes, Class A-2 (March 21st, 2018)

SERIES 2018-1 SUPPLEMENT, dated as of March 21, 2018 (this “Series Supplement”), by and among SPRINT SPECTRUM CO LLC (the “Master Issuer”), SPRINT SPECTRUM CO II LLC (“Co-Issuer II”), SPRINT SPECTRUM CO III LLC (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), each a Delaware limited liability company and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as trustee (in such capacity, the “Trustee”) and as the securities intermediary (in such capacity the “Securities Intermediary”), to the Base Indenture, dated as of October 27, 2016, by and among the Issuers and the Trustee, as amended by the first supplemental indenture, dated as of March 12, 2018 (the “First Supplemental Indenture”), by and among the Issuers and the Trustee (and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

SPRINT Corp – Contract (March 21st, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of March 21, 2018 (this “Series 2016-1 Supplemental Indenture”), to the Series 2016-1 Supplement (the “Series 2016-1 Supplement”), dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the “Master Issuer”), Sprint Spectrum Co II LLC, a Delaware limited liability company (“Co-Issuer II”), and Sprint Spectrum Co III LLC, a Delaware limited liability company (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), and Deutsche Bank Trust Company Americas, not in its individual capacity by solely as trustee and as securities intermediary (the “Trustee”), to the base indenture, dated as of October 27, 2016, by and among the Issuers and the Trustee, as amended by the first supplemental indenture, dated as of March 12, 2018, by and among the Issuers and the Trustee (and as further amended, modified or supplemented from time to time exclusive of Series Supplements, the “Base

SPRINT Corp – FIRST AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT (March 12th, 2018)

FIRST AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT, dated as of March 12, 2018 (this “Amendment Agreement”), to the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016 (the “Lease Agreement”), by and among Sprint Spectrum License Holder LLC (“License Holder I”), Sprint Spectrum License Holder II LLC (“License Holder II”), Sprint Spectrum License Holder III LLC (“License Holder III” and, together with License Holder I and License Holder II, “Lessors” and each, a “Lessor”), Sprint Communications, Inc. (“Lessee”), Sprint Intermediate HoldCo LLC (“Intermediate HoldCo I”), Sprint Intermediate HoldCo II LLC (“Intermediate HoldCo II”) and Sprint Intermediate HoldCo III LLC (“Intermediate HoldCo III” and, together with Intermediate HoldCo I and Intermediate HoldCo II, “Intermediate HoldCos” and each, an “Intermediate HoldCo”), Sprint Corporation, a Delaware corporation, and the entities named on the signature pages thereto as Subsidiary Guarantors and from time to time

SPRINT Corp – Contract (March 12th, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2018 (this “Supplemental Indenture”), to the indenture, dated as of October 27, 2016 (the “Base Indenture”), by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the “Master Issuer”), Sprint Spectrum Co II LLC, a Delaware limited liability company (“Co-Issuer II”), and Sprint Spectrum Co III LLC, a Delaware limited liability company (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), and Deutsche Bank Trust Company Americas, not in its individual capacity by solely as trustee and as securities intermediary (the “Trustee”). Capitalized terms used but not defined herein have the meanings given to such terms in the Base Indenture.

SPRINT Corp – SPRINT CORPORATION, as Issuer SPRINT COMMUNICATIONS, INC., as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of February 22, 2018 Creating a Series of Securities Designated 7.625% Notes due 2026 (February 22nd, 2018)

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 22, 2018, among SPRINT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), SPRINT COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Kansas, as Guarantor (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

SPRINT Corp – Sprint Corporation Underwriting Agreement (Debt Securities) (February 22nd, 2018)
SPRINT Corp – Contract (February 22nd, 2018)

We are special Kansas counsel to Sprint Communications, Inc., a Kansas corporation (the “Guarantor”), a wholly-owned subsidiary of Sprint Corporation, a Delaware corporation (the “Company”), in connection with the public offering of $1,500,000,000 aggregate principal amount of the Company’s 7.625% notes due 2026 (the “Notes”), to be guaranteed (the “Guarantee”) by the Guarantor, pursuant to the Underwriting Agreement dated February 20, 2018, by and among the Company, the Guarantor and J.P. Morgan Securities LLC, as the representative of the several underwriters (collectively, the “Underwriters”) listed on Schedule I attached thereto (the “Underwriting Agreement”). The offering by the Company and Guarantor is being made pursuant to a prospectus supplement dated February 20, 2018 and the accompanying base prospectus dated February 12, 2018 (such documents, collectively, the “Prospectus”) composing part of the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-2