First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, by and among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate Holdco LLC, Sprint Intermediate Holdco II LLC, Sprint Intermediate Holdco III LLC and the guarantors named therein

EX-10.1 3 d531728dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO INTRA-COMPANY SPECTRUM LEASE AGREEMENT

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 becoming a guarantor in accordance with the Lease Agreement (the “Subsidiary Guarantors” and, together with Sprint Corporation, the “Guarantors” and, collectively with Lessee, the “Obligors”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Lease Agreement.

WHEREAS, pursuant to Section 15(c) of the Lease Agreement the parties hereto (being all the parties to the Lease Agreement on the date hereof) desire to amend the Lease Agreement to reflect the future addition of Spectrum (as defined herein), the joining of Additional Parties (as defined herein) to the Lease Agreement in connection therewith, and related increases in Lease Payments.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree to the following:

1. Amendment to the Introductory Paragraph. The introductory paragraph to the Lease Agreement shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

This Intra-Company Spectrum Lease Agreement (as amended, supplemented or otherwise modified from time to time, this “Lease Agreement”) is entered into as of October 27, 2016, 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”), each Additional Lessor from time to time party hereto (and, together with License Holder I and, License Holder II and License Holder III, “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”), each Additional Intermediate Holdco from time to time party hereto (and, together with Intermediate HoldCo I and, Intermediate HoldCo II, “ and Intermediate HoldCo III, “Intermediate HoldCos” and each, an “Intermediate HoldCo”), Sprint Corporation, a Delaware corporation, and the entities named on the signature pages hereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with this Lease Agreement (the “Subsidiary Guarantors” and, together with Sprint Corporation, the “Guarantors” and, collectively with Lessee, the “Obligors”). Lessors, Lessee, Intermediate HoldCos and the Guarantors are referred to collectively as the “Parties” and individually as a “Party”.

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2. Amendments to Recitals. The first paragraph of the recitals of the Lease Agreement is hereby deleted in its entirety and replaced with the following:

WHEREAS, each Lessor directly holds spectrum licenses issued by the Federal Communications Commission (the “FCC”) and one or more Lessors also lease spectrum from third-party lessors holding licenses issued by the FCC (such directly held FCC spectrum licenses and rights under lease agreements in respect of FCC spectrum licenses held by third-party lessors, “Spectrum”), in each case as identified with respect to each Lessor on Exhibit A (as updated from time to time to reflect additional Spectrum and Additional Lessors, the “Spectrum Portfolio”), which Spectrum Portfolio shall include (i) the Broadband Radio Service spectrum licenses licensed to Lessors and set forth on Exhibit A hereto, any additional Spectrum designated as “Directly-Held Licenses” on Exhibit A hereto, and any licenses received in exchange therefor from time to time, in each case as renewed from time to time (all such licenses described in this clause (i), the “Directly-Held Licenses”) and (ii) rights under third party lease agreements (the “Third-Party Lease Agreements”) relating to the FCC Educational Broadband Service spectrum licenses leased to Lessors and FCC Broadband Radio Service spectrum licenses leased to Lessors and set forth on Exhibit A hereto and any other additional Spectrum designated as a “Third-Party Leased License” on Exhibit A hereto (collectively, the “Third-Party Leased Licenses” and, together with the Directly-Held Licenses, the “Licenses”), in each case above in clause (i) and (ii) as Exhibit A may be updated from time to time in pursuant to this Lease Agreement;

3. Amendment to Section 1(b) of the Lease Agreement. The proviso to clause (xvi) of Section 1(b) shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

provided that (i) in each case, the obligations of Lessee and the other Obligors shall remain unchanged and the applicable sublease agreement shall provide that (unless otherwise expressly consented to by Lessors) the applicable sublessee shall have no rights or remedies against Lessors and (ii) in the case of subleases to third parties unaffiliated with Lessee (1) the applicable sublease agreement shall (among other things, including customary nondisturbance provisions) (x) provide that the relevant third party shall comply in all material respects with all applicable laws and (y) not contain any restrictions on the sale, assignment or transfer of the related Spectrum Usage Rights by Lessors, (2) after giving effect to each such sublease, the aggregate amount of unique pops subleased to unaffiliated third parties shall not exceed 10% of the aggregate amount of unique MHz-pops covered by the Spectrum Portfolio (measured as of the date such Licenses are initially leased hereunder) as of the date hereof, (3) the portion of the spectrum so subleased shall not include any spectrum then currently being leased by Lessee or any of its Affiliates from an unaffiliated third party in the New York, Los Angeles, Las Vegas or San Francisco market, (4) such subleases shall only relate to the Directly-Held Licenses, (5) such subleases shall be determined and consummated in the ordinary course of business of Lessee and (6) such subleases shall be approved by the FCC, to the extent applicable, and otherwise consummated in compliance with the applicable Communications Laws.

4. Amendment to Section 1(c) of the Lease Agreement. Section 1(c) shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

(c) Third-Party Lease Agreements. Lessee’s utilization of the spectrum encompassed by the Third- Party Leased Licenses shall at all times comply in all material respects with the Third-Party Lease Agreements and the Communications Laws. Lessee agrees to cooperate with and aid each applicable Lessor License Holder I in performing such Lessor’s License Holder I’s obligations under the relevant Third-Party Lease Agreements and with respect to any and all actions that may be necessary or desirable for such Lessor License Holder I to take under the relevant Third-Party Lease Agreements. Lessee acknowledges that the lessors under the

 

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Third-Party Lease Agreements (the “Third-Party Lease Counterparties”) may have rights to review, supervise and control the use of the Third-Party Leased Licenses, and agrees to take such actions as are necessary or desirable to allow the Third-Party Lease Counterparties to exercise such rights.

5. Amendment to Section 3 of the Lease Agreement. Section 3(b)(i) shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

(i) maintain the Directly-Held Licenses and Third-Party Lease Agreements in full force and effect (other than in connection with (x) the circumstance in which a BRS2.5 GHz Directly-Held License issued for a Protected Service Area is terminated in the ordinary course or is otherwise no longer in full force and effect and, at the time of such termination or ceasing to be in full force and effect, there exists a corresponding BTA Directly-Held License that is in full force and effect and that provides the applicable Lessor with at least as much ability to serve the affected geographic Protected Service Area (considering the bandwidth available, the radio frequencies involved, and the power levels authorized) as Lessors had immediately prior to such termination or cessation (an “Existing Coverage Consolidation”) or (y) permitted exchanges with a third party in respect of one or more of the 1.9 GHz FCC licenses held by such third party and one or more 1.9 GHz Directly-Held Licenses held by Lessors (a “1.9 Swap”), timely pay (or, in the case of the Third-Party Leased Licenses, use their commercially reasonable efforts to cause to be paid) all FCC fees associated with the Licenses, timely pay all obligations under the Third-Party Lease Agreements, file (or, in the case of the Third-Party Leased Licenses, use their commercially reasonable efforts to assist the filing of) each application for renewal of any License with the FCC sufficiently in advance to ensure that the Licenses remain in full force and effect (other than in connection with any Existing Coverage Consolidation) at all times, comply with all terms and conditions of the Directly-Held Licenses and the Third-Party Lease Agreements binding on Lessors and exercise and enforce their rights and perform their obligations under the Third-Party Lease Agreements in accordance with standards at least equal to the performance and quality control standards followed by Lessee and its subsidiaries on the date hereof in connection with the Third-Party Lease Agreements, in a commercially reasonable manner, and, to the extent of changed circumstances, practices and technologies, in accordance with standards at least equal to the performance and quality control standards that Lessee and its subsidiaries follow in connection with any other third-party lease agreements in respect of FCC spectrum licenses not comprising the Third-Party Leased Licenses;

6. Amendment to Section 8 of the Lease Agreement. Section 8(a) shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

(a) Lease Agreement Payment. Not later than on the 10th day of each month or, if such day is not a business day, the immediately preceding business day (each, a “Spectrum Lease Payment Date”) through and including the Spectrum Lease Payment Date that occurs in the month in which the thirtieth anniversary of the date hereof occurs (the “Final Spectrum Lease Payment Date”), the Lessee shall make a lease payment in an aggregate amount that is market-based relative to the respective Spectrum Usage Rights as of the date hereof such Spectrum Usage Rights were initially leased hereunder, and equal to $165,000,000 the Aggregate Lease Payment Amount set forth on and defined in Exhibit D hereto, provided that solely in the event of a termination pursuant to Section 12(a) (after giving effect to the cure period therein), such monthly amount shall on each Spectrum Lease Payment Date after the occurrence of such termination be multiplied by a fraction (x) (i) the numerator of which is an amount equal to the aggregate MHz-pops of the Licenses (measured as of the date such Licenses are initially leased

 

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hereunder) on the date hereof minus (ii) the aggregate MHz-pops associated with the Affected Licenses (measured as of the date such Licenses are initially leased hereunder) as of the date hereof and (y) the denominator of which is the aggregate MHz-pops of the Licenses (measured as of the date such Licenses are initially leased hereunder) on the date hereof. This Section 8(a) shall survive termination of this Lease Agreement. Such monthly lease payment Aggregate Lease Payment Amount represents an aggregate of the individual monthly lease payments to be made in respect of the Spectrum Usage Rights leased, respectively, by the three Lessors, which individual monthly lease payments and the respective percentages of the aggregate monthly lease payment with respect to each Lessor are as follows: (the “Individual Lease Payment Amounts”). The Aggregate Lease Payment Amount, as well as the Individual Lease Payment Amounts, shall be set forth on Exhibit D hereto (the “Lease Payment Schedule”). At the time of the addition of Spectrum, the Lease Payment Schedule shall be amended to increase the Aggregate Lease Payment Amount and, if applicable, one or more Individual Lease Payment Amounts and to reflect the joinder of any Additional Lessors, in each case, as of the effective date of such amendment set forth as the “Measurement Date” in such amended Lease Payment Schedule.

 

Lessor		Individual Monthly Lease Payment				Percentage of Aggregate Lease Payment
License Holder I		$	144,598,743				87.63560	%
License Holder II		$	3,086,213				1.87043	%
License Holder III		$	17,315,044				10.49397	%

7. Amendment to Section 13, Remedies. Section 13(a) of the Lease Agreement shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

For illustrative purposes, the results of the PV calculation in the foregoing clause (X)(ii) are set forth on the Lease Payment Schedule hereto (the “PV Calculations”). At the time of the addition of Spectrum, the Lease Payment Schedule shall be amended as of the Measurement Date to increase the PV Calculations to reflect the related increase in the Aggregate Lease Payment Amount. assuming the Termination Payment Date occurs on the following days, in each case measured from the date of termination of this Lease Agreement, are:

•        PV if Termination Payment Date occurs at day 360 (year 1): $18,670,922,557.55

•        PV if Termination Payment Date occurs at day 1,080 (year 3): $18,424,414,060.81

•        PV if Termination Payment Date occurs at day 3,600 (year 10): $17,053,649,524.53

•        PV if Termination Payment Date occurs at day 9,000 (year 25): $7,716,635,331,40

8. Amendment to Section 14(j)(B). Section 14(j)(B) of the Lease Agreement shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

(B) If Lessee or any Guarantor under this Lease Agreement grants any Liens to secure the obligations under any Existing Credit Agreement or any Replacement Credit Agreement, such Person shall, within 10 days of such grant execute and deliver such documents as are necessary and are reasonably requested by Lessors or the trustee or “control party” such that the obligations under this Lease Agreement shall be equally and ratably secured to the same extent by the same collateral securing such Existing Credit Agreement or such Replacement Credit Agreement, as

 

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the case may be, provided that the aggregate amount of the obligations under this Lease Agreement and any payment and performance undertaking entered into by Lessee in connection herewith that are to be secured by such collateral shall be limited, automatically and without further action by any Person, to an aggregate amount not to exceed at any time $3,500,000,000; provided further that the obligations under this Lease Agreement and any payment and performance undertaking entered into by Lessee in connection herewith that are to be secured by such collateral may be increased by any amount effectively designated by Lessee as “First Priority Additional Sale/Leaseback Obligations” under the Collateral Trust And Intercreditor Agreement, dated as of February 3, 2017 (as amended, supplemented or otherwise modified from time to time), among Sprint Corporation, Lessee, the grantors party thereto, JPMorgan Chase Bank, N.A., as first priority agent, each other representative of the various secured parties described therein and Deutsche Bank Trust Company Americas, as the collateral trustee. Subject to compliance with the foregoing sentence, if any collateral securing the obligations under the Existing Credit Agreements or any Replacement Credit Agreement is released or the Lien thereon is otherwise terminated, but unless such Lien is securing any other Existing Credit Agreement or Replacement Credit Agreement, such Lien securing this Lease Agreement shall automatically be released to the same extent, and Lessors and the trustee shall be authorized to and shall promptly execute and deliver any documents requested by Lessee or the relevant Guarantor to evidence such termination, provided that no such release shall be effective unless the trustee and “control party” under any Lessor Financing shall have received notice thereof from Lessee at least 30 days prior to the effectiveness of such release. The Lessee shall provide written notice of any such release to the trustee and “control party” under any Lessor Financing within two Business Days of the effectiveness of such release.

9. Amendment to Section 15(s). Section 15(s) of the Lease Agreement shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

(s) Manager. Sprint Spectrum, L.P. (or an Affiliate thereof) (the “Initial Manager” and, together with its permitted successors and assigns and any sub-managers in such capacity, the “Manager”) will act as the manager of Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC and, Sprint Spectrum PledgeCo III LLC and each additional party that becomes a “PledgeCo” under the Management Agreement (as defined below) following the date hereof (“PledgeCos”), the direct parent company, respectively, of Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and, Sprint Spectrum Co III LLC and each additional party that becomes an “Issuer” under the Management Agreement (as defined below) following the date hereof (the “Issuers” and, together with PledgeCos and Lessors, the “Securitization Entities”), the Issuers and Lessors, and in such capacity will perform certain administrative and managerial functions (including maintaining the Directly-Held Licenses, the Third-Party Lease Agreements and, to the extent applicable, the Third-Party Leased Licenses in full force and effect) pursuant to a management agreement dated on or about the date hereof (as amended, supplemented or otherwise modified from time to time, the “Management Agreement”). Pursuant to and in accordance with the Management Agreement, the Manager agrees to perform administrative and managerial functions on behalf of the Securitization Entities necessary to permit the Securitization Entities to perform their obligations and exercise their rights under this Lease Agreement, the Licenses and the Third-Party Lease Agreements in accordance with the terms of this Lease Agreement, and the Obligors hereby acknowledge and consent to the Manager’s appointment and the Manager’s exercise of any right or performance of any obligation of Lessors or any other Securitization Entity under this Lease Agreement, as well as any Secured Party (or designee thereof) acting as “back-up manager” to exercise any such right or perform any such obligation pursuant to any Lessor Financing.

 

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10. Amendment to Section 15. A new Section 15(x) shall be added to the Lease Agreement as follows:

(x) Additional Entities. Any entity that desires to join this Lease Agreement as a “Lessor” (each, an “Additional Lessor”) or an “Intermediate Holdco” (each, an “Additional Intermediate HoldCo” and, together with any Additional Lessor, each an “Additional Party”) shall execute a joinder to this Lease Agreement in the form set forth as Exhibit E hereto. Promptly upon the execution of any Joinder, the Lease Payment Schedule (including the PV Calculations therein, if applicable) shall be amended accordingly, as provided in Section 8 and Section 13 hereof.

11. Amendment to Section 15(y). Section 15(y) of the Lease Agreement shall be amended by inserting the bold, double underlined text and deleting the stricken text as follows:

(y) Call Signs and License Information. Lessee and Lessors hereby agree that they will work in good faith to update Exhibit A attached hereto solely in order to accurately reflect any changes in the call sign and other license information arising from customary FCC process and administrative requirements after the date hereof and, in connection with any additional Spectrum leased hereunder or any Additional Lessor joined hereto, to reflect, as applicable, such additional Spectrum and Additional Lessor, which updates (i) shall not require the consent of any other Person and (ii) shall be notified to the trustee, and any “control party”, in respect of any Lessor Financing, pursuant to a certificate of an authorized Person of the Manager containing applicable information in respect thereof from the FCC (if any).

12. Amendment to Section 15. A new Section 15(z) shall be added to the Lease Agreement as follows:

(z) Future Exhibit Amendments. Midland Loan Services, a division of PNC Bank National Association, as Control Party (as defined in the base indenture, dated as of October 27, 2016, by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee and securities intermediary, as such agreement may be amended, supplemented or otherwise modified from time to time) consents to future amendments to Exhibit A and Exhibit D attached hereto pursuant to Sections 8, 13 and 15 of this Lease Agreement and Section 2.2(b)(ix) of the base indenture referenced in this Section 15(z).

12. Additional Exhibits. Exhibit A to the Lease Agreement shall be updated as set forth in Schedule I hereto. Schedule II hereto shall be added as a new “Exhibit D” to the Lease Agreement. Schedule III hereto shall be added as a new “Exhibit E” to the Lease Agreement.

13. No Further Amendment. Except as expressly modified by this Amendment Agreement, the Lease Agreement shall remain unmodified and in full force and effect. The parties hereto hereby ratify their respective obligations under the Lease Agreement. This Amendment Agreement may be used to create a conformed amended and restated Lease Agreement for the convenience of administration by the parties hereto.

14. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which will be an original, with the same effect as if the signatures on each counterpart were upon the same instrument.

 

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15. Conflict. To the extent there is a conflict between the terms and provisions of this Amendment Agreement and the Lease Agreement, the terms and provisions of this Amendment Agreement will govern.

16. No Recourse. Each Obligor shall not exercise any legal remedies against the Securitization Entities with respect to this Amendment Agreement, including for breach of covenants, representations, warranties, agreements, undertakings and any other obligations under this Amendment Agreement, until October 28, 2046. Notwithstanding anything to the contrary in this Amendment Agreement, this Section 15 (i) does not apply to claims or suits against third parties (“Applicable Third-Parties”) acting for or on behalf of Lessors and including, in any event, third-party beneficiaries hereof exercising the rights of Lessors, and does not prohibit any Obligor from bringing any counterclaim, exercising any rights or taking any other action in connection with a claim made or action brought by or on behalf of Lessors (or by any Applicable Third-Party) against it or from exercising equitable remedies against Lessors and (ii) shall restrict the Obligors from taking action only against the Securitization Entities. This Section 15 shall survive termination of the Lease Agreement.

17. No Petition. Each Obligor agrees that, prior to the date that is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all outstanding obligations to pay interest, principal and any other amounts due at maturity or earlier redemption in full in respect of any Lessor Financing, it shall not initiate against, or join any Person in initiating against, the Securitization Entities, in connection with this Lease Agreement, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any applicable federal or state bankruptcy or similar law (collectively, an “Insolvency Proceeding”). Notwithstanding anything to the contrary in this Amendment Agreement, this Section 16 (i) does not prohibit or limit the Obligors from proving any claim, exercising any rights or taking any other action in connection with any Insolvency Proceeding initiated by or against the Securitization Entities not in breach of this Section 16 and (ii) shall restrict the Obligors from taking action only against the Securitization Entities. This Section 16 shall survive the termination of the Lease Agreement.

18. Transaction Document. This Amendment Agreement shall constitute a “Transaction Document” (or term of like import) for all purposes under any Lessor Financing.

[Signatures set forth on the following page]

 

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IN WITNESS WHEREOF, the Parties have caused this Amendment Agreement to be executed by their duly authorized officers as of the date first written above.

 

 

 

Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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CONSENT OF CONTROL PARTY AND BACK-UP MANAGER:

Midland Loan Services, a division of PNC Bank, National Association, as Control Party and as Back-Up Manager, hereby consents to the execution and delivery by the Securitization Entities, the Manager and the Trustee of the foregoing Amendment.

MIDLAND LOAN SERVICES,

A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

 

By:		/s/ Gregory L. McFarland
Name:		Gregory L. McFarland
Title:		Senior Vice President, Servicing Officer

Sprint Spectrum Co LLC – First Amendment to Spectrum Lease

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Annex I

Alda Wireless Holdings, LLC

American Telecasting Development, LLC

American Telecasting of Anchorage, LLC

American Telecasting of Bend, 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

ATI Sub, LLC

ATL MDS, LLC

Bluebottle USA Holdings, LLC

Bluebottle USA Investments L.P.

Boost Worldwide, LLC

Broadcast Cable, LLC

Caroline Ventures, Inc.

Clear Wireless LLC

Clearwire Communications LLC

Clearwire Corporation

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

Independent Wireless One Leased Realty Corporation

Kennewick Licensing, LLC

MinorCo, LLC

Nextel Communications of the Mid-Atlantic, Inc.

Nextel of California, Inc.

Nextel of New York, Inc.

Nextel of Texas, Inc.

Nextel Partners Equipment LLC

Nextel Retail Stores, LLC

Nextel South Corp.

Nextel Systems LLC

Nextel West Corp.

NPCR, Inc.

NSAC, LLC

OneLouder Apps, Inc.

PCTV Gold II, LLC

PCTV Sub, LLC

People’s Choice TV Corp.

People’s Choice TV of Houston, LLC

People’s Choice TV of St. Louis, LLC

Pinsight Media+, Inc.

SIHI New Zealand Holdco, Inc.

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SN Holdings (BR I) LLC

SN UHC 1, Inc.

SN UHC 2, Inc.

SN UHC 3, Inc.

SN UHC 4, Inc.

SN UHC 5, Inc.

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 Connect LLC

Sprint Corporation

Sprint Corporation (Inactive)

Sprint eBusiness, Inc.

Sprint Enterprise Mobility, LLC

Sprint Enterprise Network Services, Inc.

Sprint Enterprises, L.P.

Sprint eWireless, Inc.

Sprint HoldCo, LLC

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 Equipment Company, LLC

Sprint Spectrum Holding Company, LLC

Sprint Spectrum L.P.

Sprint Spectrum Realty Company, LLC

Sprint Ventures, Inc.

Sprint/United Management Company

SprintCom Equipment Company, LLC

SprintCom, Inc.

STE 14 Affiliate LLC

SWV Four, Inc.

SWV Six, Inc.

SWV Two, Inc.

TDI Acquisition Corporation

TDI Acquisition Sub, LLC

Transworld Telecom II, LLC

UCOM, Inc.

US Telecom, Inc.

USST of Texas, Inc.

Utelcom, Inc.

Virgin Mobile USA – Evolution, LLC

Virgin Mobile USA, Inc.

Virgin Mobile USA, L.P.

VMU GP, LLC

Wavepath Sub, 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.

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Schedule I

Exhibit A

 

Exhibit A – I		Directly-Held Licenses
Exhibit A – II		Third-Party Lease Agreements
Exhibit A – III		Third-Party Leased Licenses
Exhibit A – IV		Additional Spectrum
		a) Directly-Held Licenses
		b) Third-Party Lease Agreements
		c) Third-Party Leased Licenses

 

A-1

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Exhibit A - I

DIRECTLY-HELD LICENSES

 

 

A-2

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A-3

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Exhibit A - I(a)

Partition Coordinates

Call Sign – WQYQ508; BTA029 – Baltimore, MD; Channels – BRS2, E1, E2, E3

 

 

A-4

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A-5

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A-6

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Exhibit A - I(b)

Partition Coordinates

Call Sign – WQYQ508; BTA – BTA029 - Baltimore, MD; Channels – H1, H2, H3

 

 

A-7

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A-8

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A-9

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A-10

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A-11

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Exhibit A - I(c)

Partition Coordinates

Call Sign – WQYQ511; BTA – BTA404 - San Francisco-Oakland-San Jose; Channels – BRS2, E1, E2, E3

 

 

A-12

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A-13

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A-14

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A-15

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A-16

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Exhibit A - I(d)

Partition Coordinates

Call Sign – WQYQ511; BTA – BTA404 - San Francisco-Oakland-San Jose; Channels – H1, H2, H3

 

 

A-17

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A-18

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A-19

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A-20

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A-21

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A-22

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A-23

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A-24

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A-25

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A-26

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A-27

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A-28

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A-29

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A-30

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A-31

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A-32

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A-33

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Exhibit A - I(e)

Partition Coordinates

Call Sign – WQYQ510; BTA – BTA440 - Tampa-St. Petersburg-Clearwate; Channels – BRS2, E1, E2, E3

 

 

A-34

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A-35

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A-36

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Exhibit A - I(f)

Partition Coordinates

Call Sign – WQYQ510; BTA – BTA440 - Tampa-St. Petersburg-Clearwate; Channels – H1, H2, H3

 

 

A-37

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A-38

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A-39

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A-40

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A-41

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A-42

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A-43

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A-44

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A-45

---

 

A-46

---

 

A-47

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A-48

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Exhibit A - I(g)

Partition Coordinates

Call Sign – WQYQ509; BTA – BTA461 - Washington, DC; Channels – BRS2, E1, E2, E3

 

 

A-49

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A-50

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A-51

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Exhibit A - I(h)

Partition Coordinates

Call Sign – WQYQ509; BTA – BTA461 - Washington, DC; Channels – H1, H2, H3

 

 

A-52

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A-53

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A-54

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A-55

---

 

A-56

---

 

A-57

---

 

A-58

---

 

A-59

---

 

A-60

---

 

A-61

---

 

A-62

---

 

A-63

---

 

A-64

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EXHIBIT A - II

Third-Party Lease Agreements

Anaheim Elementary School District (“Licensee”) pursuant to the Educational Broadband Service Long- Term De Facto Transfer Lease Agreement dated as of November 14, 2006, by and between Licensee and NSAC LLC

California State University, Northridge (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WHG229 / Los Angeles (Mt. Wilson) CA)

California State University, Northridge (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WHG228 / Santa Paula, CA)

California State University, Northridge (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WHR502 / Palmdale, CA)

California State University, Northridge (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Lease Agreement, dated as of June 29, 2005, by and between Licensee and NSAC, LLC (WLX974 / Ridgecrest, CA)

DeSales Media Group, Inc. (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Transfer Lease Agreement dated as of December 6, 2010, by and between Licensee and Clearwire Spectrum Holdings III LLC

The Board of Trustees of the Leland Stanford Junior University (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Transfer Lease Agreement dated as of March 1, 2010, by and between Licensee and Clearwire Spectrum Holdings II, LLC

Florida Polytechnic University Board of Trustees (“Licensee”) pursuant to the Educational Broadband Service Long-Term De Facto Transfer Lease Agreement dated as of September, 10, 2008, by and between Licensee and NSAC LLC

John Mester Family Income Trust (“Licensee”) pursuant to the Long-Term De Facto BRS Spectrum Lease Agreement dated as of September 22, 2005, by and between Licensee and Fixed Wireless Holdings, LLC

Regents of the University of New Mexico and the Board of Education of the City of Albuquerque, New Mexico (“Licensee”) pursuant to the Long-Term De Facto Transfer Lease Agreement dated as of October 17, 2006, by and between Licensee and People’s Choice TV of Albuquerque, Inc.

Clark County School District in Las Vegas, Nevada (“Licensee”) pursuant to that Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated as of February 1, 2008, by and between Licensee and NSAC LLC

 

A-65

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EXHIBIT A - III

Third-Party Leased Licenses

 

Call Sign		Thirt-Party Lease Counterparty		Lessor		Date Submitted		FCC Lease ID		Lease Expiration
KVP26		Anaheim Elementary School District		Sprint Spectrum License Holder LLC		7/25/2016		L000020418		9/12/2025
WHR943		Florida Polytechnic University		Sprint Spectrum License Holder LLC		7/25/2016		L000020419		1/15/2022
WNTA868		John Mester Income Family Trust		Sprint Spectrum License Holder LLC		7/22/2016		L000020420		5/1/2021
WMX215		John Mester Income Family Trust		Sprint Spectrum License Holder LLC		7/22/2016		L000020421		5/1/2021
WLK217		John Mester Income Family Trust		Sprint Spectrum License Holder LLC		7/22/2016		L000020422		5/1/2021
WQCV325		John Mester Income Family Trust		Sprint Spectrum License Holder LLC		7/22/2016		L000020423		6/2/2025
WQCV327		John Mester Income Family Trust		Sprint Spectrum License Holder LLC		7/22/2016		L000020424		6/2/2025
WHR672		Regents of the University Of New Mexico and the Board Of Education of the City of Albuquerque, New Mexico (KNME)		Sprint Spectrum License Holder LLC		7/25/2016		L000020425		11/4/2026
WHR551		Regents of the University Of New Mexico and the Board Of Education of the City of Albuquerque, New Mexico (KNME)		Sprint Spectrum License Holder LLC		7/25/2016		L000020426		11/4/2026
WHG229		California State University Northridge		Sprint Spectrum License Holder LLC		7/28/2016		L000020427		2/22/2020
WHG228		California State University Northridge		Sprint Spectrum License Holder LLC		7/28/2016		L000020428		2/22/2020
WLX974		California State University Northridge		Sprint Spectrum License Holder LLC		7/28/2016		L000020429		10/8/2023
WHR502		California State University Northridge		Sprint Spectrum License Holder LLC		7/28/2016		L000020430		6/29/2020
WHR691		Desales Media Group, Inc.		Sprint Spectrum License Holder LLC		7/28/2016		L000020432		10/26/2025
KNZ69		Desales Media Group, Inc.		Sprint Spectrum License Holder LLC		7/28/2016		L000020433		11/14/2026
KNZ70		Desales Media Group, Inc.		Sprint Spectrum License Holder LLC		7/28/2016		L000020434		4/22/2019
KVS31		Desales Media Group, Inc.		Sprint Spectrum License Holder LLC		7/28/2016		L000020435		9/22/2018
KZE20		Desales Media Group, Inc.		Sprint Spectrum License Holder LLC		7/28/2016		L000020436		4/22/2019
KZH33		Clark County School District		Sprint Spectrum License Holder LLC		7/22/2016		L000020437		2/1/2023
WNC851		Clark County School District		Sprint Spectrum License Holder LLC		7/22/2016		L000020438		2/1/2023
WNC682		Clark County School District		Sprint Spectrum License Holder LLC		7/22/2016		L000020439		3/1/2023
KZH32		Clark County School District		Sprint Spectrum License Holder LLC		7/22/2016		L000020440		2/1/2023
WNC842		Clark County School District		Sprint Spectrum License Holder LLC		7/22/2016		L000020441		2/1/2023
WHR827		The Board OF Trustees OF THE Leland Stanford Junior University		Sprint Spectrum License Holder LLC		8/22/2016		L000021031		7/29/2027
KGG38		The Board OF Trustees OF THE Leland Stanford Junior University		Sprint Spectrum License Holder LLC		8/22/2016		L000021032		7/19/2019
WNTA285		The Board OF Trustees OF THE Leland Stanford Junior University		Sprint Spectrum License Holder LLC		8/22/2016		L000021033		10/23/2023
WHR814		The Board OF Trustees OF THE Leland Stanford Junior University		Sprint Spectrum License Holder LLC		8/22/2016		L000021034		5/27/2027

 

A-66

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EXHIBIT A - IV

ADDITIONAL SPECTRUM

a) Directly-Held Licenses: None

b) Third-Party Lease Agreements: None

c) Third-Party Leased Licenses: None

 

A-67

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Schedule II

EXHIBIT D

Lease Payment Schedule

Dated October 27, 2016 (the “Measurement Date”)

A. Aggregate Lease Payment Amount as of the Measurement Date: $165,000,000

B. Individual Lease Payment Amounts as of the Measurement Date:

 

Lessor		Individual Monthly Lease Payment				Percentage of Aggregate Lease Payment
License Holder I		$	144,598,743				87.63560	%
License Holder II		$	3,086,213				1.87043	%
License Holder III		$	17,315,044				10.49397	%
[Additional License Holder]		$	[N/A	]			[N/A	]%

C. “PV Calculations” as of the Measurement Date:

PV calculations in clause (X)(ii) of Section 13(a) of the Lease Agreement, assuming the Termination Payment Date occurs on the following days, in each case measured from the Measurement Date and as of the date of termination of this Lease Agreement, are:

 

•  PV if Termination Payment Date occurs at day 360 (year 1):		$18,670,922,557.55
•  PV if Termination Payment Date occurs at day 1,080 (year 3):		$18,424,414,060.81
•  PV if Termination Payment Date occurs at day 3,600 (year 10):		$17,053,649,524.53
•  PV if Termination Payment Date occurs at day 9,000 (year 25):		$7,716,635,331.40

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Schedule III

EXHIBIT E

FORM OF JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”), dated as of [______ __], 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, “Existing Lessors” and each, an “Existing Lessor”), Sprint Communications, Inc. (“Lessee”), Sprint Intermediate HoldCo LLC (“Intermediate HoldCo I”), Sprint Intermediate HoldCo II LLC (“Intermediate HoldCo II”), Sprint Intermediate HoldCo III LLC (“Intermediate HoldCo III” and, together with Intermediate HoldCo I and Intermediate HoldCo II, “Existing Intermediate HoldCos” and each, an “Existing Intermediate HoldCo”), Sprint Corporation, a Delaware corporation, the entities named on the signature pages hereto as Subsidiary Guarantors and from time to time becoming a guarantor in accordance with this Lease Agreement (the “Subsidiary Guarantors” and, together with Sprint Corporation, the “Guarantors” and, collectively with Lessee, the “Obligors”), [Insert Name of Additional License Holder] (“Additional License Holder”) and [Insert name of Additional Intermediate HoldCo] (“Additional Intermediate HoldCo”).

WHEREAS, the Existing Lessors, the Existing Intermediate HoldCos and the Obligors are parties to that certain Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016 (as amended by the First Amendment to Intra-Company Lease Agreement, dated as of March 12, 2018, and as further amended, restated, supplemented or otherwise modified from time to time, the “Lease Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Lease Agreement; and

WHEREAS, pursuant to the terms of the Lease Agreement, the Additional License Holder and Additional Intermediate HoldCo desire to become a party to the Lease Agreement.

NOW THEREFORE, the Additional License Holder and Additional Intermediate HoldCo, together with the Existing Lessors and Existing Intermediate HoldCos hereby agree, jointly and severally with the Obligors as follows:

A. The Additional License Holder hereby acknowledges, agrees and confirms that, as of the date hereof and as if it had executed the Lease Agreement, it shall be and shall have all of the obligations of an Existing Lessor set forth in the Lease Agreement and shall be a party of identical capacity and obligations as a Lessor under the Lease Agreement. As of the date hereof, the Additional License Holder hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Lease Agreement that are binding upon the Existing Lessors, including, without limitation (a) all of the representations and warranties of Lessors set forth in Section 10 of the Lease Agreement, as supplemented from time to time in accordance with the terms thereof, and (b) all of the covenants set forth in Section 10 of the Lease Agreement.

B. The Additional Intermediate HoldCo hereby acknowledges, agrees and confirms that, as of the date hereof and as if it had executed the Lease Agreement, it shall be and shall have all of the obligations of an Existing Intermediate HoldCo set forth in the Lease Agreement and shall be a party of identical capacity and obligations as an Intermediate HoldCo under the Lease Agreement. As of the date hereof, the Additional Intermediate HoldCo hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Lease Agreement that are binding upon the Existing Intermediate HoldCos, including, without limitation the reimbursement obligations set forth in Section 14(k) of the Lease Agreement.

 

EXHIBIT E-1

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C. Existing Lessors, Existing Intermediate HoldCos and the Obligors confirm that all of their obligations under the Lease Agreement are, and upon (i) the Additional License Holder becoming a “Lessor” and (ii) the Additional Intermediate HoldCo becoming an “Intermediate HoldCo” thereunder pursuant to the terms hereof, shall continue to be, in full force and effect.

D. This Joinder Agreement shall constitute a “Transaction Document” (or term of like import) for all purposes under any Lessor Financing. This Joinder Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Joinder Agreement by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Joinder Agreement.

E. THIS JOINDER AGREEMENT SHALL BE CONSTRUCTED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

[Signature page to follow]

 

EXHIBIT E-2

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IN WITNESS WHEREOF, the party hereto has caused this Joinder Agreement to be executed by its respective officers thereunto duly authorized as of the date first above written.

 

Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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ACKNOWLEDGED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE:

 

Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Agreement		Sprint Spectrum Co LLC – Spectrum Lease Joinder Agreement

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Annex I

Alda Wireless Holdings, LLC

American Telecasting Development, LLC

American Telecasting of Anchorage, LLC

American Telecasting of Bend, 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

ATI Sub, LLC

ATL MDS, LLC

Bluebottle USA Holdings, LLC

Bluebottle USA Investments L.P.

Boost Worldwide, LLC

Broadcast Cable, LLC

Caroline Ventures, Inc.

Clear Wireless LLC

Clearwire Communications LLC

Clearwire Corporation

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

Independent Wireless One Leased Realty Corporation

Kennewick Licensing, LLC

MinorCo, LLC

Nextel Communications of the Mid-Atlantic, Inc.

Nextel of California, Inc.

Nextel of New York, Inc.

Nextel of Texas, Inc.

Nextel Partners Equipment LLC

Nextel Retail Stores, LLC

Nextel South Corp.

Nextel Systems LLC

Nextel West Corp.

NPCR, Inc.

NSAC, LLC

OneLouder Apps, Inc.

PCTV Gold II, LLC

PCTV Sub, LLC

People’s Choice TV Corp.

People’s Choice TV of Houston, LLC

People’s Choice TV of St. Louis, LLC

Pinsight Media+, Inc.

SIHI New Zealand Holdco, Inc.

SN Holdings (BR I) LLC

 

11

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SN UHC 1, Inc.

SN UHC 2, Inc.

SN UHC 3, Inc.

SN UHC 4, Inc.

SN UHC 5, Inc.

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 Connect LLC

Sprint Corporation

Sprint Corporation (Inactive)

Sprint eBusiness, Inc.

Sprint Enterprise Mobility, LLC

Sprint Enterprise Network Services, Inc.

Sprint Enterprises, L.P.

Sprint eWireless, Inc.

Sprint HoldCo, LLC

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 Equipment Company, LLC

Sprint Spectrum Holding Company, LLC

Sprint Spectrum L.P.

Sprint Spectrum Realty Company, LLC

Sprint Ventures, Inc.

Sprint/United Management Company

SprintCom Equipment Company, LLC

SprintCom, Inc.

STE 14 Affiliate LLC

SWV Four, Inc.

SWV Six, Inc.

SWV Two, Inc.

TDI Acquisition Corporation

TDI Acquisition Sub, LLC

Transworld Telecom II, LLC

UCOM, Inc.

US Telecom, Inc.

USST of Texas, Inc.

Utelcom, Inc.

Virgin Mobile USA – Evolution, LLC

Virgin Mobile USA, Inc.

Virgin Mobile USA, L.P.

VMU GP, LLC

Wavepath Sub, 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.

 

12