T-MOBILE US, INC. 66,150,000 Shares of Common Stock Underwriting AgreementT-Mobile US, Inc. • November 20th, 2013 • Radiotelephone communications • New York
T-Mobile US, 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”), an aggregate of 66,150,000 shares of Common Stock, par value $0.00001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 6,615,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Contract1 • November 20th, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of November 15, 2013, by and among T-MOBILE USA, INC., a Delaware corporation (the “Borrower”), T-MOBILE US, INC., a Delaware corporation (“Parent”), and each of the Subsidiaries (as defined in the Credit Agreement defined below) of Parent signatory hereto, DEUTSCHE TELEKOM AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), as the initial Lender, the other Lenders signatory hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”), to that certain Credit Agreement, dated as of May 1, 2013, by and among the Borrower, DT, as initial lender, and the other financial institutions and entities from time to time parties thereto (the “Lenders”), and the Administrative Agent (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”). C
